<PAGE>
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 7, 1994)
$400,000,000
The May Department Stores Company
$125,000,000 7.15% NOTES DUE 2004
$125,000,000 7.625% DEBENTURES DUE 2013
$150,000,000 8.125% DEBENTURES DUE 2035
----------------
Interest payable February 15 and August 15
----------------
THE DEBENTURES DUE 2035 WILL BE REDEEMABLE ON 30 DAYS' NOTICE, AS A WHOLE OR
IN PART ON OR AFTER AUGUST 15, 2015, AT 100%, TOGETHER WITH ACCRUED INTEREST.
NEITHER THE DEBENTURES DUE 2013 NOR THE NOTES DUE 2004 ARE REDEEMABLE PRIOR TO
MATURITY.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
----------------
NOTES DUE 2004--PRICE 99.737% AND ACCRUED INTEREST
DEBENTURES DUE 2013--PRICE 98.987% AND ACCRUED INTEREST
DEBENTURES DUE 2035--PRICE 99.939% AND ACCRUED INTEREST
----------------
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) COMPANY(1)(3)
--------- -------------- -------------
<S> <C> <C> <C>
Per Note Due 2004..................... 99.737% .650% 99.087%
Total................................. $124,671,250 $812,500 $123,858,750
Per Debenture Due 2013................ 98.987% .825% 98.162%
Total................................. $123,733,750 $1,031,250 $122,702,500
Per Debenture Due 2035................ 99.939% .875% 99.064%
Total................................. $149,908,500 $1,312,500 $148,596,000
</TABLE>
--------
(1)Plus accrued interest from August 15, 1995.
(2) The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of
1933.
(3) Before deducting expenses payable by the Company estimated at $125,000.
----------------
The Notes Due 2004, the Debentures Due 2013 and the Debentures Due 2035
(collectively, the "Offered Debt Securities") are offered, subject to prior
sale, when, as and if accepted by the Underwriters named herein, and subject
to approval of certain legal matters by Davis Polk & Wardwell, counsel for the
Underwriters. It is expected that delivery of the Offered Debt Securities will
be made on or about August 18, 1995, at the office of Morgan Stanley & Co.
Incorporated, New York, N.Y., against payment therefor in immediately
available funds.
----------------
MORGAN STANLEY & CO. MERRILL LYNCH & CO.
Incorporated
August 15, 1995
<PAGE>
NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IN CONNECTION WITH THE
OFFER CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY UNDERWRITER. THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS NOT AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN
ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH STATE. THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN
IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
----------------
USE OF PROCEEDS
The May Department Stores Company (the "Company") intends to use the net
proceeds from the sale of the Offered Debt Securities for the acquisition of
certain assets of John Wanamaker and Woodward & Lothrop and for capital
expenditures, working capital needs and other general corporate purposes.
RECENT DEVELOPMENTS
On August 8, 1995, the Company and J.C. Penney Company, Inc. announced that
they will acquire John Wanamaker and Woodward & Lothrop stores in the
Philadelphia, Washington and Baltimore market areas. The United States
Bankruptcy Court of the Southern District of New York approved a Company/J.C.
Penney joint bid in the amount of $460 million of net distributable value to
creditors. Under the joint bid, the Company will acquire 14 Wanamaker stores in
the Philadelphia area, 13 of which it will operate as Hecht's stores and one of
which it will sell to a third party, and three Woodward & Lothrop stores in the
Washington area, two of which it will operate as Lord & Taylor stores and one
of which it will operate as a Hecht's store. In addition, the Company will
acquire two distribution centers, one of which it will operate and one of which
it will sell to a third party. The Company expects that the transaction will
close later in August.
JULY 1995 SALES RESULTS
The Company reported preliminary sales of $801.4 million for the four-week
period ended July 29, 1995, a 10.1% increase over $727.8 million in the similar
fiscal period last year. Department store sales for the month of July totaled
$635.1 million, up 8.1% or $47.7 million over last year. Sales for Payless
ShoeSource were $166.3 million, an increase of 18.4% or $25.9 million over last
year's similar period.
July 1995 sales compared to July 1994 sales were as follows:
<TABLE>
<CAPTION>
JULY SALES (MILLIONS)
---------------------------------------
FISCAL FISCAL PERCENT STORE-FOR-STORE*
1995 1994 INCREASE INCREASE
------ ------ -------- ----------------
<S> <C> <C> <C> <C>
Department stores....................... $635.1 $587.4 8.1% 5.0%
Payless ShoeSource...................... 166.3 140.4 18.4 3.0
------ ------ ---- ---
Total................................. $801.4 $727.8 10.1% 4.6%
====== ====== ==== ===
</TABLE>
--------
* Store-for-store sales represent sales of those stores open during both years.
Sales have been restated to exclude the sales of stores that have been closed
and not replaced. Year-to-date revenues, including sales of nonreplaced closed
stores and finance charge revenue, were $5.74 billion in 1995 and $5.33 billion
in 1994.
S-2
<PAGE>
SECOND QUARTER AND FIRST SIX MONTHS RESULTS
The Company reported that fully diluted earnings per share for the 13 weeks
ended July 29, 1995, increased 8.2% to $.53, compared with $.49 per share in
the second quarter of 1994. Net earnings were $141 million, compared with $130
million a year ago. Sales were $2.87 billion, up 9.4% from $2.62 billion during
the same period in 1994.
For the six months ended July 29, 1995, the Company's fully diluted earnings
per share were $.95, an increase of 5.6%, compared with $.90 in 1994. Net
earnings were $255 million, compared with $242 million a year ago. Sales
increased 8.1% to $5.56 billion compared with $5.15 billion last year.
Net retail sales percent increases (decreases) versus last year are shown
below. Net retail sales represent the sales of stores operating at the end of
the latest period, and exclude finance charge revenue and the sales of stores
which have been closed and not replaced. Store-for-store sales represent sales
of those stores open during both periods.
<TABLE>
<CAPTION>
13 WEEKS ENDED 26 WEEKS ENDED
JULY 29, 1995 JULY 29, 1995
----------------- -----------------
STORE- STORE-
FOR- FOR-
TOTAL STORE TOTAL STORE
------- ------- ------- -------
<S> <C> <C> <C> <C>
Department stores......................... 8.1% 5.0% 7.0% 3.7%
Payless ShoeSource........................ 14.3 (1.4) 12.3 (3.0)
------- ------- ------- -------
Total................................... 9.4% 3.7% 8.1% 2.3%
======= ======= ======= =======
</TABLE>
CONDENSED CONSOLIDATED RESULTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
13 WEEKS ENDED 26 WEEKS ENDED
--------------------------------- -------------------------------
JULY 29, 1995 JULY 30, 1994 JULY 29, 1995 JULY 30, 1994
----------------- --------------- ---------------- --------------
% TO % TO % TO % TO
$ REVENUES $ REVENUES $ REVNUES $ REVNUES
-------- -------- ------ -------- -------- ------- ------ -------
(MILLIONS, EXCEPT PER SHARE)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Retail Sales:
Department stores...... $ 2,243 $2,075 $ 4,371 $4,084
Payless ShoeSource..... 623 544 1,192 1,061
-------- ------ -------- ------
Total Net Retail Sales. $ 2,866 $2,619 $ 5,563 $5,145
======== ====== ======== ======
Revenues................ $ 2,948 $2,706 $ 5,735 $5,328
Cost of sales........... 2,071 70.2% 1,891 69.9% 4,017 70.0% 3,711 69.6%
Selling, general and
administrative
expenses............... 583 19.8 540 20.0 1,175 20.5 1,095 20.6
Interest expense, net... 57 2.0 57 2.0 115 2.0 116 2.2
-------- ---- ------ ---- -------- ---- ------ ----
Earnings before income
taxes.................. 237 8.0 218 8.1 428 7.5 406 7.6
Provision for income
taxes.................. 96 40.5* 88 40.5* 173 40.5* 164 40.5*
-------- ---- ------ ---- -------- ---- ------ ----
Net Earnings............ $ 141 4.8% $ 130 4.8% $ 255 4.4% $ 242 4.5%
======== ==== ====== ==== ======== ==== ====== ====
Primary Earnings per
Share.................. $.55 $.50 $.98 $.93
Fully Diluted Earnings
per Share.............. $.53 $.49 $.95 $.90
======== ====== ======== ======
Dividends Paid per Com-
mon Share.............. $.28 1/2 $.26 $.54 1/2 $.49
======== ====== ======== ======
Primary Average Shares
and Equivalents........ 250.2 249.9 249.7 249.9
Fully Diluted Average
Shares and Equivalents. 265.7 265.2 265.4 265.2
======== ====== ======== ======
</TABLE>
--------
* Percent represents effective income tax rate.
S-3
<PAGE>
DESCRIPTION OF OFFERED DEBT SECURITIES
The Notes Due 2004, the Debentures Due 2013 and the Debentures Due 2035
offered hereby (collectively, the "Offered Debt Securities" ) are to be issued
under an Amended and Restated Indenture (the "Indenture"), dated as of January
15, 1991, between the Company and The First National Bank of Chicago (the
"Trustee"). This description supplements the description of the general terms
and provisions of the Offered Debt Securities and the Indenture set out in the
accompanying Prospectus under the heading "Description of Debt Securities."
The following summaries of certain provisions of the Indenture do not purport
to be complete and are subject to, and are qualified in their entirety by
reference to, all provisions of the Indenture, including the definitions
therein of certain terms. Wherever particular sections or defined terms of the
Indenture are referred to, it is intended that such sections or defined terms
shall be incorporated herein by reference.
GENERAL
The Notes Due 2004 will be limited to $125,000,000 aggregate principal
amount and will mature on August 15, 2004. The Debentures Due 2013 will be
limited to $125,000,000 aggregate principal amount and will mature on August
15, 2013. The Debentures Due 2035 will be limited to $150,000,000 aggregate
principal amount and will mature on August 15, 2035.
The Offered Debt Securities will bear interest at the rates per annum shown
on the cover page of this Prospectus Supplement from August 15, 1995, or from
the most recent Interest Payment Date to which interest has been paid or
provided for, payable semi-annually on February 15 and August 15 of each year
to the persons in whose names the Offered Debt Securities are registered at
the close of business on the first day of February or August, as the case may
be, next preceding such Interest Payment Date. The Offered Debt Securities
will be payable at, and may be presented for transfer or exchange to, the
Corporate Trust Office of the Trustee in The City of New York or at any other
office or agency maintained by the Company for such purpose, provided that, at
the option of the Company, payment of interest may be made by check mailed to
the registered Holders of the Offered Debt Securities at their addresses
appearing in the Register (Sections 301, 305 and 902).
The Offered Debt Securities will be issued in fully registered form without
coupons in denominations of $1,000 or any multiple thereof.
OPTIONAL REDEMPTION
The Debentures Due 2035 will be subject to redemption at the option of the
Company upon at least 30 and not more than 60 days' notice by mail, at any
time on or after August 15, 2015 and prior to maturity, as a whole, or from
time to time in part, at 100% of the principal amount thereof, together with
interest accrued to the date fixed for redemption (subject to the right of
Holders of record on relevant Record Dates to receive interest due on an
Interest Payment Date). The Notes Due 2004 and the Debentures Due 2013 are not
redeemable prior to maturity.
APPLICATION OF DEFEASANCE PROVISIONS
The Offered Debt Securities are subject to defeasance and covenant
defeasance as described under "Description of Debt Securities--Defeasance and
Covenant Defeasance" in the accompanying Prospectus.
To elect defeasance or covenant defeasance the Company is required to
deliver to the Trustee an opinion of counsel to the effect that the deposit of
money and/or U.S. Government Obligations (as defined) in the trust created
when the Company elects defeasance or covenant defeasance will not cause the
Holders to recognize income, gain or loss for Federal income tax purposes.
S-4
<PAGE>
UNDERWRITERS
Under the terms and subject to the conditions contained in the Underwriting
Agreement dated August 15, 1995, the Underwriters named below have severally
agreed to purchase, and the Company has agreed to sell to them, severally, the
respective principal amount of Offered Debt Securities set forth below.
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL PRINCIPAL
AMOUNT AMOUNT AMOUNT
OF OF OF
NOTES DEBENTURES DEBENTURES
NAME DUE 2004 DUE 2013 DUE 2035
---- ------------ ------------ ------------
<S> <C> <C> <C>
Morgan Stanley & Co. Incorporated........ $ 62,500,000 $ 62,500,000 $ 75,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.................. 62,500,000 62,500,000 75,000,000
------------ ------------ ------------
Total.................................. $125,000,000 $125,000,000 $150,000,000
============ ============ ============
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Offered Debt Securities are
subject to, among other things, the approval of certain legal matters by
counsel and to certain other conditions.
The Underwriters initially propose to offer part of the Offered Debt
Securities directly to the public at the public offering prices set forth on
the cover page hereof and part to certain dealers at prices which represents
concessions, not in excess of .40%, .45% and .50%, respectively, of the
principal amounts of the Notes Due 2004, Debentures Due 2013 and Debentures
Due 2035. Any Underwriter may allow, and such dealers may reallow, a
concession, not in excess of .25% of the principal amount of the Offered Debt
Securities. After the initial offering of the Offered Debt Securities, the
offering prices and other selling terms may from time to time be varied by the
Underwriters.
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
The Company has agreed not to offer, sell, contract to sell or otherwise
dispose of any of its debt securities substantially similar to the Offered
Debt Securities during the period beginning on the date of this Prospectus
Supplement and continuing to and including the date the Offered Debt
Securities are delivered to the Underwriters, without the prior written
consent of Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner
& Smith Incorporated.
The Company does not intend to apply for listing of the Offered Debt
Securities on a national securities exchange, but has been advised by the
several Underwriters that such firms presently intend to make a market in the
Offered Debt Securities as permitted by applicable laws and regulations. The
Underwriters are not obligated, however, to make a market in the Offered Debt
Securities, and any such market making may be discontinued at any time at the
sole discretion of the Underwriters. Accordingly, no assurance can be given as
to the liquidity of, or trading markets for, the Offered Debt Securities.
EXPERTS
The consolidated financial statements and schedules of the Company included
or incorporated by reference in its Annual Report on Form 10-K for the fiscal
year ended January 28, 1995, incorporated herein by reference, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated
in their reports with respect thereto. The reports referred to above have been
included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
LEGAL MATTERS
The validity of the Offered Debt Securities offered hereby will be passed
upon for the Company by Skadden, Arps, Slate, Meagher & Flom and for the
Underwriters by Davis Polk & Wardwell. A member of Skadden, Arps, Slate,
Meagher & Flom beneficially owns 4,000 shares of the Company's common stock,
$.50 par value per share, with the associated rights attached thereto. Helene
Kaplan, of counsel to Skadden, Arps, Slate, Meagher & Flom, is a member of the
Company's board of directors and owns 8,100 shares of the Company's common
stock, with the associated rights attached thereto.
S-5
