<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 24, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE MAY DEPARTMENT STORES COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 43-0398035
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
611 OLIVE STREET
ST. LOUIS, MISSOURI 63101
314-342-6300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------
RICHARD A. BRICKSON
SECRETARY AND SENIOR COUNSEL
THE MAY DEPARTMENT STORES COMPANY
611 OLIVE STREET
ST. LOUIS, MISSOURI 63101
314-342-6300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPY TO:
MARGARET L. WOLFF, ESQ.
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement, as
market conditions permit.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED TO BE REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE(2)
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<S> <C> <C> <C> <C>
Debt Securities.................. $600,000,000 100% $600,000,000 $206,896.55(3)
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</TABLE>
(1) Or, in the case of Debt Securities issued at an original issue discount,
such greater principal amount as shall result in an aggregate public
offering price of the amount set forth below or, in the case of Debt
Securities denominated in a currency other than U.S. dollars or a composite
currency, such U.S. dollar amount as shall result from converting the
aggregate public offering price of such Debt Securities into U.S. dollars at
the spot exchange rate in effect on the date such Debt Securities are
initially offered to the public.
(2) Offering price per unit and aggregate offering price are estimated solely
for the purpose of determining the registration fee.
(3) In addition to the securities registered hereby, pursuant to Rule 429 of
the Securities Act, the Prospectus included herein also covers $200,000,000
of Debt Securities from a previous registration statement (No. 33-55255),
as to which a registration fee of $68,966.00 was paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933 THE PROSPECTUS
INCLUDED HEREIN ALSO RELATES TO $200,000,000 PRINCIPAL AMOUNT OF DEBT
SECURITIES REGISTERED UNDER REGISTRATION STATEMENT NO. 33-55255, WHICH WAS
DECLARED EFFECTIVE ON OCTOBER 7, 1994. IN THE EVENT ANY OF SUCH PREVIOUSLY
REGISTERED DEBT SECURITIES ARE OFFERED PRIOR TO THE EFFECTIVE DATE OF THIS
REGISTRATION STATEMENT, THEY WILL NOT BE INCLUDED IN ANY PROSPECTUS HEREUNDER.
THE AMOUNT OF DEBT SECURITIES BEING REGISTERED, TOGETHER WITH THE REMAINING
DEBT SECURITIES REGISTERED UNDER REGISTRATION STATEMENT 33-55255, REPRESENTS
THE MAXIMUM AMOUNT OF DEBT SECURITIES WHICH ARE EXPECTED TO BE OFFERED FOR
SALE.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
PROSPECTUS (Subject to Completion)
Issued August 24, 1995
$800,000,000
The May Department Stores Company
DEBT SECURITIES
The May Department Stores Company (the "Company") from time to time may offer
its senior debt securities (the "Debt Securities") in a principal amount
sufficient to result in proceeds to the Company of up to $800,000,000 (or the
equivalent in foreign denominated currencies or composite currencies, based
upon the applicable exchange rate at the time of sale). The Debt Securities may
be offered as separate series under one or more Indentures in amounts, at
prices and on terms to be set forth in supplements to this Prospectus. The
Company may sell Debt Securities directly or through agents designated from
time to time or to or through one or more underwriters who will be named in a
Prospectus Supplement (the "Prospectus Supplement"), or an underwriting
syndicate including and represented by such firms. See "Plan of Distribution."
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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. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------
The terms of the Debt Securities, including, where applicable, the specific
designation, aggregate principal amount, denominations, maturity, premium, if
any, interest rate (which may be fixed or variable) and time of payment of
interest, if any, terms for redemption at the option of the Company or the
holder, terms for sinking fund payments, the name of the trustee under the
indenture relating to the Debt Securities, the initial public offering price,
the names of any underwriters or agents, the applicable compensation of such
underwriters or agents and the other terms in connection with the offering and
sale of the Debt Securities in respect of which this Prospectus is being
delivered, will be set forth in an accompanying Prospectus Supplement.
As used herein, Debt Securities shall include securities denominated in
United States dollars or, at the option of the Company if so specified in the
applicable Prospectus Supplement, in any other currency or in composite
currencies or in amounts determined by reference to an index.
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, 1995
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE DEBT SECURITIES
OFFERED BY THIS PROSPECTUS IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information filed by
the Company can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, as well as the following regional offices: Suite
1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661; and
Suite 1300, 7 World Trade Center, New York, New York 10048; and copies of such
material can be obtained from the Public Reference Section of the Commission,
Washington, D.C. 20549 at prescribed rates. In addition, certain of the
Company's securities are listed on the New York Stock Exchange and reports,
proxy statements and other information concerning the Company may be inspected
at the office of such Exchange.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are, as of
their respective dates, incorporated into this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 28, 1995.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
April 29, 1995.
(c) The Company's Current Report on Form 8-K dated April 19, 1995.
(d) The Company's Current Report on Form 8-K dated June 9, 1995.
(e) The Company's Current Report on Form 8-K dated June 14, 1995.
(f) The Company's Current Report on Form 8-K dated August 3, 1995.
(g) The Company's Current Report on Form 8-K dated August 18, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. This Prospectus does not contain all
information set forth in the registration statement of which this Prospectus
forms a part and Registration Statement No. 33-55255 and Exhibits thereto,
which the Company has filed with the Commission and to which reference is
hereby made.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS
PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF
ANY OR ALL OF THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO: THE
MAY DEPARTMENT STORES COMPANY, 611 OLIVE STREET, ST. LOUIS, MISSOURI 63101,
ATTENTION: CORPORATE COMMUNICATIONS DEPARTMENT, OR BY TELEPHONE TO THE
CORPORATE COMMUNICATIONS DEPARTMENT AT 314-342-6300.
2
<PAGE>
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE DEBT
SECURITIES OFFERED HEREBY OR OTHER DEBT SECURITIES OF THE COMPANY AT LEVELS
ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS
MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET
OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
THE COMPANY
The May Department Stores Company (the "Company") is one of the nation's
largest retailing companies. The Company's principal retail segments consist of
8 department store companies across the United States and a national specialty
shoe store company.
The Company's 318 department stores are operated by 8 department store
divisions and subsidiaries in 29 states and the District of Columbia under the
following trade names: Lord & Taylor, New York City; Foley's, Houston;
Robinsons-May, Los Angeles; Hecht's, Washington, D.C.; Kaufmann's, Pittsburgh;
Filene's, Boston; Famous-Barr, St. Louis; and Meier & Frank, Portland, Oregon.
The Company, through its Payless ShoeSource, Inc. subsidiary, operates 4,586
specialty stores nationwide. Payless ShoeSource's chain of self-service family
shoe stores operates in 49 states, the District of Columbia, Puerto Rico and
the Virgin Islands.
The Company was organized under the laws of the State of New York on June 4,
1910. The Company employs approximately 118,000 people in 49 states, the
District of Columbia, Puerto Rico, the Virgin Islands and 8 offices overseas.
The Company's principal office is at 611 Olive Street, St. Louis, Missouri
63101, and the Company's telephone number is 314-342-6300.
USE OF PROCEEDS
The net proceeds from the sale of the Debt Securities will be added to the
general funds of the Company and will be available to retire a portion of its
outstanding commercial paper and other short-term indebtedness, to finance its
operations, and for general corporate purposes, including investments and
acquisitions. Any specific allocation of the net proceeds of an offering of
Debt Securities to a specific purpose will be described in the applicable
Prospectus Supplement.
3
<PAGE>
SUMMARY FINANCIAL INFORMATION--HISTORICAL
The following summary financial information presents the historical operating
results of the Company for the 13 week periods ended April 29, 1995 and April
30, 1994 and for each of the five fiscal years in the period ended January 28,
1995 and the historical balance sheet data as of April 29, 1995, January 28,
1995 and January 29, 1994. The following financial information should be read
in conjunction with the consolidated financial statements and related notes
contained in the Company's Annual Report on Form 10-K for the fiscal year ended
January 28, 1995 and the Company's Quarterly Report on Form 10-Q for the period
ended April 29, 1995, which are incorporated herein by reference. Operating
results of periods which exclude the Christmas season may not be indicative of
the operating results that may be expected for the full fiscal year.
SUMMARY OF OPERATIONS
<TABLE>
<CAPTION>
13 WEEKS ENDED FISCAL YEAR (1)
------------------- ------------------------------------------
APRIL 29, APRIL 30,
(DOLLARS IN MILLIONS, EXCEPT 1995 1994 1994 1993 1992 1991 1990
PER SHARE) --------- --------- ------- ------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues.................... $2,787 $2,622 $12,223 $11,529 $11,150 $10,615 $10,066
Cost and Expenses:
Cost of sales............. 1,946 1,820 8,374 7,910 7,691 7,339 6,978
Selling, general and ad-
ministrative expenses.... 592 555 2,319 2,196 2,202 2,164 2,046
Interest expense, net..... 58 59 234 245 279 316 280
------ ------ ------- ------- ------- ------- -------
Total Cost and Expenses. 2,596 2,434 10,927 10,351 10,172 9,819 9,304
------ ------ ------- ------- ------- ------- -------
Earnings Before Income Tax-
es......................... 191 188 1,296 1,178 791(2) 796 762
Provision for Income Taxes.. 77 76 514 467 188(2) 281 262
------ ------ ------- ------- ------- ------- -------
Net Earnings................ $ 114 $ 112 $ 782 $ 711 $ 603 $ 515 $ 500
====== ====== ======= ======= ======= ======= =======
Primary Earnings per Share.. $ 0.44 $ 0.43 $ 3.06 $ 2.77 $ 2.35 $ 2.01 $ 1.94
====== ====== ======= ======= ======= ======= =======
Fully Diluted Earnings per
Share...................... $ 0.42 $ 0.41 $ 2.92 $ 2.65 $ 2.26 $ 1.93 $ 1.87
====== ====== ======= ======= ======= ======= =======
Ratio of Earnings to Fixed
Charges(3)................. 2.8 2.9 4.2 3.9 2.7 2.6 2.7
====== ====== ======= ======= ======= ======= =======
</TABLE>
--------
(1) Fiscal years 1994, 1993, 1992, 1991 and 1990 ended on January 28, 1995,
January 29, 1994, January 30, 1993, February 1, 1992 and February 2, 1991,
respectively.
(2) Pretax earnings include a net charge of $187 million from special and
nonrecurring items, and income taxes include a tax benefit of $187 million from
special and nonrecurring items.
(3) For purposes of computing the ratios of earnings to fixed charges for the
Company and its subsidiaries, earnings have been calculated by adding to pretax
earnings (a) fixed charges (excluding capitalized interest and the pretax
equivalent of preferred stock dividend requirements) and (b) the total of
adjustments to recognize only distributed earnings for less than 50% owned
persons accounted for under the equity method and amortization of previously
capitalized interest and then subtracting dividends on ESOP Preference Shares.
Fixed charges have been calculated by adding gross interest expense (including
interest on long-term, short-term and ESOP debt, and amortization of debt
discount and debt issue expense), that portion of rent expense deemed
representative of the interest factor in such rent expense, preferred stock
dividend requirements (pretax equivalent) and the Company's proportionate share
of interest of unconsolidated 50% owned persons and the Company's proportionate
share of interest of a less than 50% owned person for which a subsidiary of the
Company has guaranteed the debt.
4
<PAGE>
CONSOLIDATED BALANCE SHEET DATA
<TABLE>
<CAPTION>
AS OF AS OF AS OF
APRIL 29, 1995 JANUARY 28, 1995 JANUARY 29, 1994
(IN MILLIONS) -------------- ---------------- ----------------
<S> <C> <C> <C>
Total Current Assets........... $4,913 $4,910 $4,679
Total Current Liabilities...... 1,881 1,895 1,771
Working Capital................ 3,032 3,015 2,908
Total Assets................... 9,496 9,472 8,800
Long-Term Debt................. 2,858 2,875 2,822
Deferred Income Taxes.......... 362 359 373
Other Liabilities.............. 182 191 182
ESOP Preference Shares......... 372 374 380
Unearned Compensation.......... (346) (357) (367)
Shareowners' Equity............ 4,187 4,135 3,639
</TABLE>
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under one or more indentures, the terms
of which will be substantially identical other than as described herein, with
one or more trustees. The indentures may include an Amended and Restated
Indenture dated as of January 15, 1991 (the "First Chicago Indenture") with The
First National Bank of Chicago, as trustee ("First Chicago"), which provides
that the amount of Debt Securities issuable thereunder is unlimited and an
Indenture dated as of January 15, 1991 (the "Citibank Indenture"), with
Citibank, N.A., as trustee ("Citibank"), which provides that the amount of Debt
Securities issuable thereunder is unlimited. The Citibank Indenture and the
First Chicago Indenture are referred to hereinafter each as an "Indenture" and
together as the "Indentures" and Citibank and First Chicago are referred to
hereinafter each as a "Trustee" and together as the "Trustees."
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement (the "Offered Debt Securities"), the
trustee with respect to the Offered Debt Securities and the extent, if any, to
which such general provisions may apply to the Offered Debt Securities will be
described in the Prospectus Supplement relating to such Offered Debt
Securities. The Indentures contain, among other things, the following
provisions. Except as otherwise specified, all of the provisions described
below appear in each of the Indentures. The following summaries of certain
provisions of the Indentures do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all provisions of the
Indentures, including the definitions therein of certain terms. Wherever
particular sections or defined terms of the Indentures are referred to it is
intended that such sections or defined terms shall be incorporated herein by
reference.
GENERAL
The Indentures provide for the issuance of Debt Securities from time to time,
in one or more series. Reference is made to the Prospectus Supplement which
will describe the following terms of the Offered Debt Securities: (a) the
designation of the Offered Debt Securities; (b) any limit on the aggregate
principal amount of the Offered Debt Securities; (c) the date or dates on which
the Offered Debt Securities will mature; (d) the rate or rates (which may be
fixed or variable) per annum at which the Offered Debt Securities will bear
interest, if any, and the date from which such interest will accrue; (e) the
dates on which such interest, if any, will be payable and the Regular Record
Dates for such Interest Payment Dates; (f) any mandatory or optional sinking
fund or purchase fund or analogous provisions; (g) if applicable, the date
after which and the price or prices at which the
5
<PAGE>
Offered Debt Securities may, pursuant to any optional or mandatory redemption
provisions, be redeemed at the option of the Company or the Holder thereof and
the other detailed terms and provisions of such optional or mandatory
redemption; (h) the place or places of payment of principal of (and premium, if
any) and interest on the Offered Debt Securities; (i) whether the Offered Debt
Securities are issuable as Bearer Securities and, if so, whether Registered
Securities are issuable; (j) special provisions relating to the issuance of any
Bearer Securities of any series; (k) the currency in Dollars, Foreign Currency
or any composite currency of any series; (l) any deletions from, changes in or
additions to Events of Default or covenants of the Company in the Indentures;
(m) the form of Debt Securities and Coupons, if any; and (n) any other terms of
the Offered Debt Securities. (Section 301)
The Debt Securities will be issuable as Registered Securities, as Bearer
Securities or both. Debt Securities of a series may be issuable in global form,
as described below under "Global Securities." Unless the Prospectus Supplement
relating thereto specifies otherwise, Registered Securities denominated in U.S.
dollars will be issued only in denominations of $1,000 or any integral multiple
thereof, and Bearer Securities denominated in U.S. dollars will be issued only
in denominations of $5,000. The Prospectus Supplement relating to a series of
Debt Securities denominated in a foreign or composite currency will specify the
denomination thereof. (Section 302)
At the option of the Holder and subject to the terms of the applicable
Indenture, Bearer Securities (with all unmatured coupons, except as provided
below) of any series will be exchangeable into an equal aggregate principal
amount of Registered Securities or Bearer Securities of the same series (with
the same interest rate and maturity date) and Registered Securities of any
series will be exchangeable into an equal aggregate principal amount of
Registered Securities of the same series (with the same interest rate and
maturity date) of different authorized denominations. If a Holder surrenders
Bearer Securities in exchange for Registered Securities between a Regular
Record Date or, in certain circumstances, a Special Record Date, and the
relevant interest payment date, such Holder will not be required to surrender
the coupon relating to such interest payment date. Registered Securities may
not be exchanged for Bearer Securities. (Section 305)
Debt Securities may be presented for exchange, and Registered Securities
(other than a Book-Entry Security) may be presented for registration of
transfer (with the form of transfer endorsed thereon duly executed), at the
office of any transfer agent or at the office of the Security Registrar,
without service charge and upon payment of any taxes and other governmental
charges as described in the Indentures. Such registration of transfer or
exchange will be effected upon the transfer agent or the Security Registrar, as
the case may be, being satisfied with the documents of title and identity of
the person making the request. (Section 305) Bearer Securities will be
transferable by delivery.
Debt Securities may be issued under the Indentures as Original Issue Discount
Securities to be offered and sold at a substantial discount from the principal
amount thereof. If the Offered Debt Securities are Original Issue Discount
Securities, the special Federal income tax, accounting and other considerations
applicable thereto will be described in the Prospectus Supplement relating
thereto. "Original Issue Discount Security" means any security which provides
for an amount less than the principal amount thereof to be due and payable upon
the declaration of acceleration of the maturity thereof upon the occurrence of
an Event of Default and the continuation thereof. (Section 502)
Unless otherwise indicated in a Prospectus Supplement, the covenants
contained in the Indentures and the Debt Securities would not necessarily
afford Holders of the Debt Securities protection in the event of a highly
leveraged or other transaction involving the Company that may adversely affect
Holders.
6
<PAGE>
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment of
principal of (and premium, if any) and interest, if any, on Registered
Securities will be made in the designated currency at the office of such Paying
Agent or Paying Agents as the Company may designate from time to time, except
that at the option of the Company payment of any interest may be made (i) by
check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register or (ii) by wire transfer to an account
maintained by the Person entitled thereto as specified in the Security
Register. Unless otherwise indicated in an applicable Prospectus Supplement,
payment of any installment of interest on Registered Securities will be made to
the Person in whose name such Registered Security is registered at the close of
business on the Regular Record Date for such interest. (Sections 307 and 902)
Payment of principal of and premium, if any, and interest on Bearer
Securities will be payable in the currency and in the manner designated in the
Prospectus Supplement, subject to any applicable laws and regulations, at such
paying agencies outside the United States as the Company may appoint from time
to time. The paying agents outside the United States initially appointed by the
Company for a series of Debt Securities will be named in the Prospectus
Supplement. The Company may at any time designate additional Paying Agents or
rescind the designation of any Paying Agents, except that, if Securities of a
series are issuable as Registered Securities, the Company will be required to
maintain at least one paying agent in each Place of Payment for such series
and, if Securities of a series are issuable as Bearer Securities, the Company
will be required to maintain a Paying Agent in a Place of Payment outside the
United States where Debt Securities of such series and any coupons appertaining
thereto may be presented and surrendered for payment; provided that if the
Securities of such series are listed on The International Stock Exchange of the
United Kingdom and the Republic of Ireland Limited or the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company will maintain a Paying Agent in
London or Luxembourg or any other required city located outside the United
States, as the case may be, for the Securities of such series. (Section 902)
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in global
form ("Global Securities") that will be deposited with, or on behalf of, a
depositary identified in the applicable Prospectus Supplement relating to such
series. Global Securities, if any, issued in the United States are expected to
be deposited with the Depository Trust Company, as Depositary. Global
Securities may be issued in fully registered form and may be issued in either
temporary or permanent form. Unless and until a Global Security is exchanged in
whole or in part for the individual Debt Securities represented thereby, it may
not be transferred except as a whole by the Depositary for such Global Security
to a nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by such Depositary or any
nominee of such Depositary to a successor Depositary or any nominee of such
successor.
The specific terms of the depositary arrangement with respect to particular
Debt Securities will be described in the Prospectus Supplement relating to such
Debt Securities. The Company expects that unless otherwise indicated in the
applicable Prospectus Supplement, the following provisions will apply to
depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security or its nominee will credit on its book-entry registration and transfer
system the respective principal amounts of the individual Debt Securities
represented by such Global Security to the accounts of persons that have
accounts with such Depositary ("Participants"). Such accounts will be
designated by the underwriters, dealers or agents with respect to such Debt
Securities or by the Company if such Debt
7
<PAGE>
Securities are offered directly by the Company. Ownership of beneficial
interests in such Global Security will be limited to Participants or persons
that may hold interests through Participants. Ownership of beneficial interests
in such Global Security will be shown on, and the transfer of that ownership
will be effected only through, records maintained by the Depositary for such
Global Security or its nominee (with respect to beneficial interests of
participants) and records of Participants (with respect to beneficial interests
of persons who hold through Participants). The laws of some states require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and laws may impair the ability to own, pledge or
transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security or its nominee is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes. Except as
described below or in the applicable Prospectus Supplement, owners of
beneficial interests in a Global Security will not be entitled to have any of
the individual Debt Securities represented by such Global Security registered
in their names, will not receive or be entitled to receive physical delivery of
any such Debt Securities in definitive form and will not be considered the
Owners or Holders thereof.
Payment with respect to Debt Securities represented by a Global Security
registered in the name of a Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered owner of the
Global Security. None of the Company, any Trustee, any Paying Agent, the
Security Registrar or any transfer agent for Debt Securities represented by a
Global Security will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Global Security for such Debt Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
OPTIONAL REDEMPTION
Reference is made to the Prospectus Supplement relating to each series of
Offered Debt Securities for any optional redemption provisions relating to such
Offered Debt Securities.
SINKING FUND
Reference is made to the Prospectus Supplement relating to each series of
Offered Debt Securities for any sinking fund provisions relating to such
Offered Debt Securities.
RESTRICTED AND UNRESTRICTED SUBSIDIARIES; CERTAIN DEFINITIONS
The restrictive provisions of the Indentures applicable to the Company and
its Restricted Subsidiaries do not apply to Unrestricted Subsidiaries. The
assets and indebtedness of Unrestricted Subsidiaries are not consolidated with
those of the Company and its Restricted Subsidiaries in calculating
Consolidated Net Tangible Assets, Funded Debt or Secured Indebtedness under the
Indentures. Investments by the Company or by its Restricted Subsidiaries in
Unrestricted Subsidiaries are excluded in computing Consolidated Net Tangible
Assets. "Unrestricted Subsidiaries" are those Subsidiaries defined as such by
the Indentures, i.e., certain finance Subsidiaries acquired or formed
subsequent to the date of the Indentures, certain foreign Subsidiaries, certain
real estate Subsidiaries and those Subsidiaries which are designated as
Unrestricted Subsidiaries by the Board of Directors from time to time pursuant
to the Indentures (in each case, unless and until designated as Restricted
Subsidiaries by the Board of Directors pursuant to the Indentures). "Restricted
Subsidiaries" are all Subsidiaries other than Unrestricted Subsidiaries. A
"Wholly-owned Restricted Subsidiary" is a Restricted Subsidiary all of the
outstanding Funded Debt and capital stock of which (except directors'
qualifying shares) is owned by the Company and its other Wholly-owned
Restricted Subsidiaries. (Section 101)
8
<PAGE>
"Consolidated Net Tangible Assets" means the total amount of assets of the
Company and its Restricted Subsidiaries (less applicable reserves and other
properly deductible items and after excluding Investments made in Unrestricted
Subsidiaries or in corporations while they are Unrestricted Subsidiaries but
which are not Subsidiaries at the time of computation) after deducting (i) all
liabilities and liability items (including amounts in respect of capitalized
leases), except Funded Debt, capital stock and surplus, surplus reserves,
deferred income taxes and deferred investment tax credits, and (ii) goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and
other like intangibles. (Section 101)
"Funded Debt" includes indebtedness maturing more than 12 months after the
time of computation of the amount thereof or which is extendible or renewable
at the option of the obligor on such indebtedness to a time more than 12 months
after the time of the computation of the amount thereof, guarantees of such
indebtedness or of such obligations of others or of dividends (except
guarantees in connection with the sale or discount of accounts receivable,
trade acceptances and other paper arising in the ordinary course of business),
and in the case of any Subsidiary all Preferred Stock of such Subsidiary.
Funded Debt does not include any obligations in respect of lease rentals
whether or not such obligations would be included as liabilities on a
consolidated balance sheet of the Company and its Restricted Subsidiaries. The
Company or any Restricted Subsidiary shall be deemed to have assumed Funded
Debt secured by any Mortgage upon any of its properties or assets whether or
not it has actually done so. (Section 101)
"Secured Indebtedness" means any Indebtedness which is secured by a Mortgage
upon any assets of the Company or a Restricted Subsidiary, including in such
assets, without limitation, shares of stock or indebtedness of any Subsidiary
owned by the Company or a Restricted Subsidiary, provided that Indebtedness
secured by a Mortgage incurred or assumed in connection with an issuance of
revenue bonds the interest on which is exempt from Federal income tax pursuant
to Section 103 of the Internal Revenue Code of 1986, as amended, shall not be
deemed Secured Indebtedness. (Section 101)
LIMITATION ON LIENS
Unless the aggregate principal amount of all outstanding Secured Indebtedness
of the Company and its Restricted Subsidiaries, the unsecured Funded Debt of
the Restricted Subsidiaries (exclusive of any unsecured Funded Debt or Secured
Indebtedness owed to the Company or a Wholly-owned Restricted Subsidiary), and
the Indebtedness to be secured does not exceed 15% of Consolidated Net Tangible
Assets, the Company may not, and may not permit any Restricted Subsidiary to,
mortgage, pledge or create (by merger or otherwise) any lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance on any of the assets of the Company or any of its Restricted
Subsidiaries (except to secure Indebtedness to the Company or any of its
Wholly-owned Restricted Subsidiaries) without making effective provision to
secure the Debt Securities at least equally and ratably with such Indebtedness,
so long as such Indebtedness is so secured. The foregoing provision, however,
does not prevent certain purchase money mortgage liens or the refunding or
extension thereof, certain non-recourse liens on real property to reimburse the
Company or any of its Restricted Subsidiaries for the cost or acquisition of or
improvements to such real property, existing Mortgages, tax liens and other
liens incurred in the ordinary course of business which do not materially limit
the use of the property subject thereto in the operation of the business of the
Company or of any Restricted Subsidiary or impair the value of such property
for the purposes of such business, Mortgages on assets of a Restricted
Subsidiary existing on the date it became a Subsidiary, or any refundings or
extensions thereof not exceeding the principal amount of the Indebtedness so
refunded, or extended, and applying only to the same property or assets.
(Section 905)
9
<PAGE>
RESTRICTIONS ON DISPOSITIONS OF AND BY SUBSIDIARIES (FIRST CHICAGO INDENTURE)
The First Chicago Indenture provides that the Company may not part with
control of (except to a Wholly-owned Restricted Subsidiary or for directors'
qualifying shares) and may not permit any Restricted Subsidiary to part with
control of (except to the Company or a Wholly-owned Restricted Subsidiary or
for directors' qualifying shares) any stock of a Restricted Subsidiary, unless,
among other things, the entire Funded Debt and stock of such Subsidiary at the
time owned by the Company and its Restricted Subsidiaries is disposed of at the
same time for a consideration at least equal to the fair value thereof.
(Section 908) No Restricted Subsidiary may (i) issue or sell any of its Common
Stock, except to the Company or to a Wholly-owned Restricted Subsidiary or for
directors' qualifying shares and except for issuances and sales of Common Stock
of such Restricted Subsidiary if the pro rata interest of the Company and its
Restricted Subsidiaries in the outstanding Common Stock of such Restricted
Subsidiary is not reduced, (ii) have outstanding more than one class or series
of Common Stock unless the Company and its other Restricted Subsidiaries shall
own a majority in interest of the outstanding Common Stock of such Restricted
Subsidiary, (iii) merge or consolidate, except that any Restricted Subsidiary
may merge or consolidate with or into the Company or any other Restricted
Subsidiary if the Company or a Wholly-owned Restricted Subsidiary is the
surviving corporation, or (iv) sell, lease or otherwise dispose of all or
substantially all of its properties and assets, except to the Company or a
Wholly-owned Restricted Subsidiary or in connection with a sale for a
consideration at least equal to the fair value thereof. (Section 909)
RESTRICTIONS ON MERGERS
The Company may not consolidate or merge with or into any other corporation
or sell, lease or transfer all or substantially all of its properties and
assets to another corporation, unless (i) the successor corporation is a
corporation organized and existing under the laws of the United States of
America or a state thereof or the District of Columbia and assumes payment of
the principal of (and premium, if any) and interest, if any, on the Debt
Securities and the performance and observance of the applicable Indenture and
(ii) such successor corporation shall not, immediately after such merger or
consolidation, or such sale or conveyance, be in default in the performance of
any covenant or condition of the applicable Indenture. (Section 701)
WAIVER, MODIFICATION AND AMENDMENT
The Holders of a majority in principal amount of the Outstanding Debt
Securities of any particular series may waive certain past defaults. (Section
511) The Holders of a majority in aggregate principal amount of the Outstanding
Debt Securities (voting as a class and not by individual series) or, in case
less than all of the several series of Outstanding Debt Securities are
affected, the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of each series affected (voting as a single class
in the case of the Citibank Indenture), may waive the Company's compliance with
certain restrictive provisions. (Section 906--Citibank Indenture and Section
911--First Chicago Indenture) In order to determine the aggregate principal
amount of any Outstanding Debt Securities not payable in U.S. dollars, the
principal amount of the Debt Securities shall be deemed to be that amount of
Dollars that could be obtained for such principal amount on the basis of the
spot rate of exchange for such Foreign Currency or such currency unit as
determined by the Company or by an authorized exchange rate agent. (Section
101)
Modification and amendment of the applicable Indenture may be made by the
Company and the applicable Trustee with the consent (i) of the Holders of a
majority in aggregate principal amount of the Outstanding Debt Securities
(voting as a class and not by individual series), or (ii) in case less than all
of the several series of Debt Securities then Outstanding are affected by the
modification or amendment, of the Holders of a majority in principal amount of
the Outstanding Debt Securities of each series so affected (voting as a single
class in the case of the Citibank Indenture), provided that
10
<PAGE>
no such modification or amendment may, without the consent of the Holder of
each Debt Security affected thereby, (a) change the Stated Maturity of the
principal of, or any installment of principal of or interest on, any Debt
Security; (b) reduce the principal amount of, or the rate of interest, if any,
on, or any premium payable upon the redemption of any Debt Security, or reduce
the amount of the principal of a Discounted Debt Security that would be due and
payable upon a declaration of acceleration of the Maturity thereof; (c) change
the place or currency of payment of principal or premium or interest on any
Debt Security; (d) impair the right to institute suit for the enforcement of
any payment on or with respect to any Debt Security; or (e) reduce the
percentages of Holders of Debt Securities (in the case of the First Chicago
Indenture) or of Holders of Debt Securities of any particular series (in the
case of both Indentures) specified in this or the preceding paragraph. Any
modification or amendment which changes or eliminates any covenant or other
provision of the applicable Indenture which has expressly been included solely
for the benefit of one or more particular series of Debt Securities, or which
modifies the rights of the Holders of Debt Securities of such series with
respect to such covenant or other provision, shall be deemed not to affect the
rights under the applicable Indenture of the Holders of Debt Securities of any
other series. (Section 802)
EVENTS OF DEFAULT
The following events are defaults under the Indentures with respect to any
particular series of Debt Securities: (a) failure to pay the principal of (or
premium, if any, on) any Debt Security of that series, or to make any sinking
fund payment on any Debt Security of that series, when due; (b) failure to pay
any interest installment on any Debt Security of that series when due,
continued for 30 days; (c) failure to perform any other covenant of the Company
(other than a covenant included in the applicable Indenture solely for the
benefit of series of Debt Securities other than that series), continued for 60
days after written notice; (d) certain events of bankruptcy, insolvency, or
reorganization; and (e) any other defaults provided with respect to Debt
Securities of that series. (Section 501)
If a default with respect to Debt Securities of any series at the time
Outstanding shall occur and be continuing, then and in every such case (unless
the principal of all the Debt Securities of that series shall have already
become due and payable) the applicable Trustee or the Holders of at least 25%
in principal amount of the Outstanding Debt Securities of that series may
declare to be due and payable immediately by a notice in writing to the Company
(and to the applicable Trustee if given by Holders) the entire principal
amount, or, in the case of Original Issue Discount Securities, such portion of
the principal amount as may be provided for in such Debt Securities, of all the
Debt Securities of that series. At any time after such declaration of
acceleration has been made, but before a judgment or decree for payment of the
money due has been obtained by the applicable Trustee, the Holders of a
majority in principal amount of the Outstanding Debt Securities of that series,
by written notice to the Company and the applicable Trustee, may, in certain
circumstances, rescind and annul such declaration. (Section 502)
No Holder of any Debt Securities of any particular series shall have any
right to institute any proceeding with respect to either of the Indentures or
for any remedy thereunder, unless such Holder previously shall have given to
the applicable Trustee written notice of a default with respect to that series
and unless also the Holders of at least 25% of the principal amount of
Outstanding Debt Securities of that series shall have made written request upon
the applicable Trustee, and have offered reasonable indemnity, to institute
such proceeding as trustee, and the applicable Trustee shall not have received
direction inconsistent with such request in writing by the Holders of a
majority in principal amount of Outstanding Debt Securities of that series and
shall have neglected or refused to institute such proceeding within 60 days.
However, the right of any Holder of any Debt Security to enforce the payment of
principal and interest due on such Debt Security on or after the dates
expressed in such Debt Security, may not be impaired or affected. (Sections 506
and 509)
11
<PAGE>
DEFEASANCE AND COVENANT DEFEASANCE
The Indentures provide, if such provision is made applicable to the Debt
Securities of any series pursuant to Section 301 of the applicable Indenture,
that the Company may elect either (A) to defease and be discharged from any and
all obligations with respect to such Debt Securities (except as otherwise
provided in the applicable Indenture) ("defeasance") or (B) to be released from
its obligations with respect to such Securities described above under
"Limitations on Liens", "Restrictions on Mergers" and "Restrictions on
Dispositions of and by Subsidiaries" (with respect to the First Chicago
Indenture) ("covenant defeasance"), upon the irrevocable deposit with the
applicable Trustee, in trust for such purpose, of money, and/or U.S. Government
Obligations or Foreign Government Securities (each as defined) which through
the payment of principal and interest in accordance with their terms will
provide money, in an amount sufficient to pay the principal of (and premium, if
any) and interest on such Debt Securities, and any mandatory sinking fund or
analogous payments thereon, on the scheduled due dates therefor. The Prospectus
Supplement may further describe the provisions, if any, permitting such
defeasance or covenant defeasance with respect to the Debt Securities of a
particular series and the effect of such defeasance or covenant defeasance
under Federal tax law.
REGARDING THE TRUSTEE
The Company maintains deposit accounts with Citibank and engages in banking
transactions in the ordinary course of business with First Chicago and
Citibank.
PLAN OF DISTRIBUTION
General. The Company may sell Debt Securities directly or to or through one
or more underwriters, agents or dealers who will be named in the Prospectus
Supplement or an underwriting syndicate, represented by one or more managing
underwriters, that will be named in the Prospectus Supplement relating to an
issue of Offered Debt Securities.
The distribution of the Debt Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, or
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Debt Securities to underwriters, underwriters
may receive compensation in the form of discounts, concessions or commissions
from the Company or from purchasers of Debt Securities for whom they may act as
agents. Underwriters and dealers that participate in the distribution of Debt
Securities may be deemed to be underwriters, and any discounts or commissions
received by them and any profit on the resale of Debt Securities by them may be
deemed to be underwriting discounts and commissions, under the Securities Act
of 1933, as amended (the "Act"). Any such underwriter will be identified, and
any such compensation will be described, in the Prospectus Supplement.
Debt Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of the Debt Securities in respect of which this Prospectus is delivered
will be named, and any commissions payable by the Company to such agent will be
set forth, in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best efforts basis
for the period of its appointment.
As one of the means of direct issuance of the Debt Securities, the Company
may utilize the services of CapitaLink Bond Auctions, Inc. to conduct an
electronic "dutch auction" of the Debt
12
<PAGE>
Securities among potential purchasers who are eligible to participate in the
auction of such Debt Securities, if so described in the Prospectus Supplement.
Under agreements which may be entered into by the Company, underwriters,
agents and dealers who participate in the distribution of Debt Securities may
be entitled to indemnification by the Company against certain liabilities,
including liabilities under the Act.
The Debt Securities are a new issue of securities with no established trading
market. In the event that Debt Securities of a series offered hereunder are not
listed on a national securities exchange, certain broker-dealers may make a
market in the Debt Securities, but will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given that any broker-dealer will make a market in the Debt Securities of any
series or as to the liquidity of the trading market for the 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 by reference in this Prospectus and
elsewhere in the Registration Statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
VALIDITY OF THE OFFERED DEBT SECURITIES
The validity of the Offered Debt Securities will be passed upon for the
Company by Skadden, Arps, Slate, Meagher & Flom, New York, New York, and for
the underwriters or agents by counsel to be identified in the Prospectus
Supplement. 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.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the issuance and distribution
of the securities being registered, other than underwriting discounts and
commissions, will be paid by the Registrant and are:
<TABLE>
<S> <C>
Filing Fee for Registration Statement............................ $206,897
Rating Agency Fees............................................... 45,000
Legal Fees and Expenses.......................................... 60,000
Accounting Fees and Expenses..................................... 30,000
Blue Sky Fees and Expenses....................................... 25,000
Printing and Engraving Fees...................................... 54,000
Trustee's Fees................................................... 6,000
Miscellaneous.................................................... 4,000
--------
$430,897
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 7 of the New York Business Corporation Law ("NYBCL") and a
provision of the Registrant's By-Laws provide for indemnification of
directors and officers under certain conditions including the possibility
of indemnification against liabilities under the Securities Act of 1933
(the "Act"). In addition, the Registrant has entered into indemnification
agreements with each director and certain executive officers of the
Registrant. Each indemnification agreement provides, among other things,
(i) for indemnification to the fullest extent permitted by law against all
expenses, judgments, fines, penalties incurred in connection with, and
amounts paid in settlement of, any claim against the indemnified party,
provided it is determined pursuant to the agreement that the indemnitee is
entitled to be indemnified under the applicable standard of conduct under
the NYBCL; (ii) for advancement of expenses to the indemnitee in connection
with the indemnitee's defense of any threatened or pending claim, provided
that if it is determined pursuant to the agreement that the indemnitee
would not be permitted to be indemnified under applicable law, the
Registrant shall be entitled to be reimbursed by the indemnitee for all
such amounts previously paid; (iii) for the creation of a trust for the
benefit of the indemnitee in the event of a potential change in control of
the Registrant which shall be funded from time to time at the request of
the indemnitee in an amount sufficient to satisfy the Registrant's
indemnification obligations under the agreement; and (iv) that no legal
action be brought and no cause of action be asserted by or on behalf of the
Registrant against the indemnitee after the expiration of the earlier of
the applicable statute of limitations or two years from the date of accrual
of such cause of action. Similar indemnification agreements may be entered
into from time to time with additional officers of the Registrant.
In addition, the Registrant has a directors and officers liability
insurance policy. Paragraph VI of the Underwriting Agreement will provide
for indemnification of directors and officers under certain circumstances.
ITEM 16. EXHIBITS
The following Exhibits are filed as part of this Registration Statement:
<TABLE>
<C> <S>
1.1. Form of Distribution Agreement (incorporated herein by reference to
Exhibit 1 to Registrant's Current Report on Form 8-K, File No. 1-
79, dated February 8, 1991).
1.2. Form of Underwriting Agreement (incorporated herein by reference to
Exhibit 1 to Registrant's Current Report on Form 8-K, File No. 1-
79, dated August 18, 1995).
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
4.1. Conformed copy of Amended and Restated Indenture dated as of
January 15, 1991 between Registrant and The First National Bank of
Chicago, as Trustee (incorporated herein by reference to Exhibit
4(2) to the Registrant's Current Report on Form 8-K, File No. 1-
79, dated January 8, 1991).(1)
4.2. Conformed copy of Indenture dated as of January 15, 1991 between
Registrant and Citibank, N.A., as Trustee (incorporated herein by
reference to Exhibit 4.2 to Registration Statement No. 33-
38585).(1)
5. Opinion of Skadden, Arps, Slate, Meagher & Flom.
12. Calculation of Ratio of Earnings to Fixed Charges (incorporated
herein by reference to Exhibit 12 to Registrant's Quarterly Report
on Form 10-Q, File No. 1-79, for the Quarter ended April 29,
1995).
23.1. Consent of Arthur Andersen LLP.
23.2. Consent of Skadden, Arps, Slate, Meagher & Flom (included in their
opinion filed as Exhibit 5 to this Registration Statement).
24. Powers of Attorney.
25.1. Statement of Eligibility of Trustee (The First National Bank of
Chicago).
25.2. Statement of Eligibility of Trustee (Citibank).
</TABLE>
--------
(1) The form or forms of Debt Securities with respect to each particular
offering of securities registered hereunder will be filed as an exhibit to a
report on Form 8-K and incorporated herein by reference.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which remain
unsold at the termination of the offering.
II-2
<PAGE>
(4) That, for purposes of determining any liability under the Act,
each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding)
is asserted against the Registrant by such director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ST. LOUIS, STATE OF MISSOURI, ON THE 24TH DAY OF
AUGUST, 1995.
The May Department Stores Company
/s/ Richard A. Brickson
By _________________________________
RICHARD A. BRICKSON
SECRETARY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
PRINCIPAL EXECUTIVE OFFICER:
<C> <S> <C>
August 24, 1995
-------------------------------------------
DAVID C. FARRELL* Director, Chairman of
the Board and Chief
Executive Officer
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
August 24, 1995
-------------------------------------------
JEROME T. LOEB* Director, President and
Chief Financial Officer
August 24, 1995
-------------------------------------------
RICHARD L. BATTRAM* Director and Vice
Chairman
August 24, 1995
-------------------------------------------
THOMAS A. HAYS* Director and Deputy
Chairman
August 24, 1995
-------------------------------------------
HELENE L. KAPLAN* Director
August 24, 1995
-------------------------------------------
ANDRALL E. PEARSON* Director
August 24, 1995
-------------------------------------------
MICHAEL R. QUINLAN* Director
August 24, 1995
-------------------------------------------
WILLIAM P. STIRITZ* Director
August 24, 1995
-------------------------------------------
MURRAY L. WEIDENBAUM* Director
August 24, 1995
-------------------------------------------
EDWARD E. WHITACRE, JR.* Director
</TABLE>
/s/ Richard A. Brickson
*By ________________________________
RICHARD A. BRICKSON
ATTORNEY-IN-FACT
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. NO.
------- -----
<C> <S> <C>
5. Opinion of Skadden, Arps, Slate, Meagher & Flom................
23.1. Consent of Arthur Andersen LLP.................................
24. Powers of Attorney.............................................
25.1 Statement of Eligibility of Transfer (The First National Bank
of Chicago)...................................................
25.2 Statement of Eligibility of Trustee (Citibank).................
</TABLE>
<PAGE>
August 24, 1995
The May Department Stores Company
611 Olive Street
St. Louis, Missouri 63101
Ladies and Gentlemen:
We have acted as special counsel to The May Department Stores Company, a
New York corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") on August 24, 1995. The
Registration Statement relates to the issuance and sale from time to time,
pursuant to Rule 415 of the General Rules and Regulations promulgated under the
Securities Act of 1933, as amended (the "Act"), of $600,000,000 aggregate
principal amount (or the equivalent thereof, based on the applicable exchange
rate at the time of sale, in one or more foreign currencies, currency units or
composite currencies as shall be designated by the Company) of the Company's
debt securities (the "Securities"), which may be issued under one or more
indentures, including the Amended and Restated Indenture, dated as of January
15, 1991, between the Company and The First National Bank of Chicago, as trustee
(the "First Chicago Indenture"), and the Indenture, dated as of January 15,
1991, between the Company and Citibank, N.A., as trustee (the "Citibank
Indenture" and, together with the First Chicago Indenture, the "Indentures").
We do not express any opinion herein as to the issuance of the Securities under
any indenture other than the Indentures. Pursuant to Rule 429 under the Act,
the prospectus included in the Registration Statement also relates to
$200,000,000 aggregate principal amount of debt securities registered under
Registration Statement No. 33-55255 (the "Prior Registration Statement").
<PAGE>
The May Department Stores Company
August 24, 1995
Page 2
This opinion is furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement; (ii) the Prior Registration Statement; (iii) an executed copy of each
of the Indentures; (iv) the form of underwriting agreement (the "Underwriting
Agreement") proposed to be entered into by the Company and the representatives
of the several underwriters to be named therein (the "Underwriters"); (v) the
form of distribution agreement (the "Distribution Agreement") proposed to be
entered into by the Company and the agents to be named therein (the "Agents");
(vi) the Restated Certificate of Incorporation of the Company as in effect on
the date hereof; (vii) the By-laws of the Company as in effect on the date
hereof; (viii) the order of the Commission dated October 7, 1994 declaring the
Registration Statement No. 33-55255 effective under the Act; and (ix)
resolutions adopted by the Board of Directors of the Company or the Executive
Committee thereof authorizing each of the Indentures, the form of Underwriting
Agreement, the form of Distribution Agreement, the issuance and sale of the
Securities and the proper officers of the Company to determine the final form
and terms of the Securities. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of the
Company and such agreements, certificates of public officials, certificates of
officers or other representatives of the Company and others, and such other
documents, certificates and records as we have deemed necessary or appropriate
as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company, we have assumed that such parties had the
<PAGE>
The May Department Stores Company
August 24, 1995
Page 3
power, corporate or other, to enter into and perform all obligations thereunder
and have also assumed the due authorization by all requisite action, corporate
or other, and execution and delivery by such parties of such documents and the
validity and binding effect thereof. As to any facts material to the opinions
expressed herein that were not independently established or verified, we have
relied upon statements and representations of officers and other representatives
of the Company and others.
Members of our firm are admitted to the bar in New York, and we do not
express any opinion as to the laws of any other jurisdiction. The Securities
may be issued from time to time on a delayed or continuous basis, and this
opinion is limited to the laws, including the rules and regulations, as in
effect on the date hereof.
Based upon and subject to the foregoing, we are of the opinion that:
1. Each of the Indentures has been duly authorized, executed and delivered
by the Company and is a valid and binding agreement, enforceable against the
Company in accordance with its terms, except to the extent that enforcement
thereof may be limited by (a) bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws now or hereafter in
effect relating to creditors' rights generally and (b) general principles of
equity (regardless of whether enforceability is considered in a proceeding at
law or in equity), and except that enforcement thereof may also be limited by
(x) requirements that a claim with respect to any Securities denominated other
than in United States dollars (or a foreign currency or foreign currency unit
judgment in respect of such claim) be converted into United States dollars at a
rate of exchange prevailing on a date determined pursuant to applicable law or
(y) governmental authority to limit, delay or prohibit the making of payments in
foreign currency or currency units or payments outside the United States.
2. With respect to any series of Securities (the "Offered Securities"),
when (i) the Registration Statement, as finally amended (including all necessary
<PAGE>
The May Department Stores Company
August 24, 1995
Page 4
post-effective amendments), has become effective, (ii) an appropriate Prospectus
Supplement with respect to the Offered Securities has been prepared, delivered
and filed in compliance with the Act and the applicable rules and regulations
thereunder, (iii) the appropriate officers of the Company have taken all
necessary corporate action to determine and approve the issuance and terms of
the Offered Securities, (iv) the Underwriting Agreement with respect to the
Offered Securities has been duly authorized, executed and delivered by the
Company and the other parties thereto, if the Offered Securities are to be sold
pursuant to a firm commitment underwritten offering, (v) the Distribution
Agreement with respect to the Offered Securities has been duly authorized,
executed and delivered by the Company and the other parties thereto, if the
Offered Securities are to be sold pursuant to such Distribution Agreement, (vi)
the terms of the Offered Securities have been duly established in conformity
with the applicable Indenture and do not violate any applicable law, the
Restated Certificate of Incorporation or By-laws of the Company or result in a
default under or breach of any agreement or instrument binding upon the Company
and comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company and (vii) the Offered
Securities have been duly executed and authenticated in accordance with the
terms of the applicable Indenture and delivered by the proper officers of the
Company to the Underwriters or the purchasers thereof against payment therefor
in accordance with the terms of the Underwriting Agreement or the Distribution
Agreement, as the case may be, the Offered Securities will be valid and binding
obligations of the Company entitled to the benefit of the applicable Indenture
and enforceable against the Company in accordance with their terms, except to
the extent that enforcement thereof may be limited by (a) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar
laws now or hereafter in effect relating to creditors' rights generally and (b)
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity), and except that enforcement thereof may
also be limited by (x) requirements that a claim with respect to any Offered
Securities denominated other than in United States dollars (or a foreign
currency or foreign currency unit judgment in
<PAGE>
The May Department Stores Company
August 24, 1995
Page 5
respect of such claim) be converted into United States dollars at a rate of
exchange prevailing on a date determined pursuant to applicable law or (y)
governmental authority to limit, delay or prohibit the making of payments in
foreign currency or currency units or payments outside the United States.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the caption "Validity of the Offered Debt Securities" in the
Registration Statement. In giving this consent, we do not thereby admit that we
are included in the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Commission.
Very truly yours,
Skadden, Arps, Slate,
Meagher & Flom
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 20, 1995,
incorporated by reference in The May Department Stores Company's Form 10-K for
the year ended January 28, 1995, and to all references to our firm included in
this registration statement.
Arthur Andersen LLP
St. Louis, Missouri
August 23, 1995
<PAGE>
POWER OF ATTORNEY
The undersigned appoints Jerome T. Loeb, Louis J. Garr, Jr. and Richard A.
Brickson, and each or any one of them acting alone, as his true and lawful
attorney-in-fact and agent, with full power of substitution for him and in his
name, place and stead, in any and all capacities, to sign a registration
statement on Form S-3 and to sign any and all amendments thereto or post-
effective amendments thereto with respect to debt securities of The May
Department Stores Company, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute may lawfully do or
cause to be done by virtue hereof.
/s/ David C. Farrell
_____________________________________
DAVID C. FARRELL
Date: August 18, 1995
<PAGE>
POWER OF ATTORNEY
The undersigned appoints Jerome T. Loeb, Louis J. Garr, Jr. and Richard A.
Brickson, and each or any one of them acting alone, as his true and lawful
attorney-in-fact and agent, with full power of substitution for him and in his
name, place and stead, in any and all capacities, to sign a registration
statement on Form S-3 and to sign any and all amendments thereto or post-
effective amendments thereto with respect to debt securities of The May
Department Stores Company, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute may lawfully do or
cause to be done by virtue hereof.
/s/ Jerome T. Loeb
_____________________________________
JEROME T. LOEB
Date: August 18, 1995
<PAGE>
POWER OF ATTORNEY
The undersigned appoints Jerome T. Loeb, Louis J. Garr, Jr. and Richard A.
Brickson, and each or any one of them acting alone, as his true and lawful
attorney-in-fact and agent, with full power of substitution for him and in his
name, place and stead, in any and all capacities, to sign a registration
statement on Form S-3 and to sign any and all amendments thereto or post-
effective amendments thereto with respect to debt securities of The May
Department Stores Company, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute may lawfully do or
cause to be done by virtue hereof.
/s/ Richard L. Battram
_____________________________________
RICHARD L. BATTRAM
Date: August 18, 1995
<PAGE>
POWER OF ATTORNEY
The undersigned appoints Jerome T. Loeb, Louis J. Garr, Jr. and Richard A.
Brickson, and each or any one of them acting alone, as his true and lawful
attorney-in-fact and agent, with full power of substitution for him and in his
name, place and stead, in any and all capacities, to sign a registration
statement on Form S-3 and to sign any and all amendments thereto or post-
effective amendments thereto with respect to debt securities of The May
Department Stores Company, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute may lawfully do or
cause to be done by virtue hereof.
/s/ Thomas A. Hays
_____________________________________
THOMAS A. HAYS
Date: August 18, 1995
<PAGE>
POWER OF ATTORNEY
The undersigned appoints Jerome T. Loeb, Louis J.Garr, Jr. and Richard A.
Brickson, and each or any one of them acting alone, as his true and lawful
attorney-in-fact and agent, with full power of substitution for him and in his
name, place and stead, in any and all capacities, to sign a registration
statement on Form S-3 and to sign any and all amendments thereto or post-
effective amendments thereto with respect to debt securities of The May
Department Stores Company, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute may lawfully do or
cause to be done by virtue hereof.
/s/ Helene L. Kaplan
_____________________________________
HELENE L. KAPLAN
Date: August 18, 1995
<PAGE>
POWER OF ATTORNEY
The undersigned appoints Jerome T. Loeb, Louis J. Garr, Jr. and Richard A.
Brickson, and each or any one of them acting alone, as his true and lawful
attorney-in-fact and agent, with full power of substitution for him and in his
name, place and stead, in any and all capacities, to sign a registration
statement on Form S-3 and to sign any and all amendments thereto or post-
effective amendments thereto with respect to debt securities of The May
Department Stores Company, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute may lawfully do or
cause to be done by virtue hereof.
/s/ Andrall E. Pearson
_____________________________________
ANDRALL E. PEARSON
Date: August 18, 1995
<PAGE>
POWER OF ATTORNEY
The undersigned appoints Jerome T. Loeb, Louis J. Garr, Jr. and Richard A.
Brickson, and each or any one of them acting alone, as his true and lawful
attorney-in-fact and agent, with full power of substitution for him and in his
name, place and stead, in any and all capacities, to sign a registration
statement on Form S-3 and to sign any and all amendments thereto or post-
effective amendments thereto with respect to debt securities of The May
Department Stores Company, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute may lawfully do or
cause to be done by virtue hereof.
/s/ Michael R. Quinlan
_____________________________________
MICHAEL R. QUINLAN
Date: August 18, 1995
<PAGE>
POWER OF ATTORNEY
The undersigned appoints Jerome T. Loeb, Louis J. Garr, Jr. and Richard A.
Brickson, and each or any one of them acting alone, as his true and lawful
attorney-in-fact and agent, with full power of substitution for him and in his
name, place and stead, in any and all capacities, to sign a registration
statement on Form S-3 and to sign any and all amendments thereto or post-
effective amendments thereto with respect to debt securities of The May
Department Stores Company, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute may lawfully do or
cause to be done by virtue hereof.
/s/ William P. Stiritz
_____________________________________
WILLIAM P. STIRITZ
Date: August 18, 1995
<PAGE>
POWER OF ATTORNEY
The undersigned appoints Jerome T. Loeb, Louis J. Garr, Jr. and Richard A.
Brickson, and each or any one of them acting alone, as his true and lawful
attorney-in-fact and agent, with full power of substitution for him and in his
name, place and stead, in any and all capacities, to sign a registration
statement on Form S-3 and to sign any and all amendments thereto or post-
effective amendments thereto with respect to debt securities of The May
Department Stores Company, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute may lawfully do or
cause to be done by virtue hereof.
/s/ Murray L. Weidenbaum
_____________________________________
MURRAY L. WEIDENBAUM
Date: August 18, 1995
<PAGE>
POWER OF ATTORNEY
The undersigned appoints Jerome T. Loeb, Louis J. Garr, Jr. and Richard A.
Brickson, and each or any one of them acting alone, as his true and lawful
attorney-in-fact and agent, with full power of substitution for him and in his
name, place and stead, in any and all capacities, to sign a registration
statement on Form S-3 and to sign any and all amendments thereto or post-
effective amendments thereto with respect to debt securities of The May
Department Stores Company, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute may lawfully do or
cause to be done by virtue hereof.
/s/ Edward E. Whitacre, Jr.
_____________________________________
EDWARD E. WHITACRE, JR.
Date: August 18, 1995
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
--------
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) _____
---------------------------------
THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
-----------------------------------
THE MAY DEPARTMENT STORES COMPANY
(Exact name of obligor as specified in its charter)
New York 43-0398035
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
611 Olive Street
Suite 1750
St. Louis, Missouri 63101
(Address of principal executive offices) (Zip Code)
Debt Securities
(Title of Indenture Securities)
<PAGE>
Item 1. General Information. Furnish the following
--------------------
information as to the trustee:
(a) Name and address of each examining or
supervising authority to which it is subject.
Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.
(b) Whether it is authorized to exercise
corporate trust powers.
The trustee is authorized to exercise corporate
trust powers.
Item 2. Affiliations With the Obligor. If the obligor
------------------------------
is an affiliate of the trustee, describe each
such affiliation.
No such affiliation exists with the trustee.
Item 16. List of exhibits. List below all exhibits filed as a
-----------------
part of this Statement of Eligibility.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
2
<PAGE>
7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago and State of Illinois, on the 17th day of August,
1995.
The First National Bank of Chicago,
Trustee,
By /s/ R. D. Manella
R. D. Manella
Vice President
* Exhibit 1,2,3 and 4 are herein incorporated by reference to Exhibits bearing
identical numbers in Item 12 of the Form T-1 of The First National Bank of
Chicago, filed as Exhibit 26 to the Registration Statement on Form S-3 of The
CIT Group Holdings, Inc., filed with the Securities and Exchange Commission on
February 16, 1993 (Registration No. 33-58418).
3
<PAGE>
EXHIBIT 6
---------
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
August 17, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between The May Department
Stores Company and The First National Bank of Chicago, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.
Very truly yours,
The First National Bank of Chicago
By: /s/ R. D. Manella
R. D. Manella
Vice President
4
<PAGE>
EXHIBIT 7
---------
<TABLE>
<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 3/31/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Page RC-1
Plaza, Suite 0460
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
Schedule RC--Balance Sheet
<TABLE>
<CAPTION>
(Less than
C400 minus)
Dollar Amounts in ------- -----
Thousands RCFD BIL MIL THOU
----------------- ---- ------------
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1)........... 0081 2,948,128 1.a.
b. Interest-bearing balances(2).................................... 0071 8,482,108 1.b.
2. Securities
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 167,911 2.a.
b. Available-for-sale securities (from Schedule RC-B, column.D).... 1773 540,011 2.b.
3. Federal funds sold and securities purchased under agreements.to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold.............................................. 0276 2,508,883 3.a.
b. Securities purchased under agreements to resell................. 0277 1,422,695 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C).............................................................. RCFD 2122 16,238,310 4.a.
b. LESS: Allowance for loan and lease losses....................... RCFD 3123 358,207 4.b.
c. LESS: Allocated transfer risk reserve........................... RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c)............................ 2125 15,880,103 4.d.
5. Assets held in trading accounts.................................... 3545 13,257,798 5.
6. Premises and fixed assets (including capitalized leases)........... 2145 516,827 6.
7. Other real estate owned (from Schedule RC-M)....................... 2150 13,166 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)..................................... 2130 10,363 8.
9. Customers' liability to this bank on acceptances outstanding....... 2155 463,961 9.
10. Intangible assets (from Schedule RC-M)............................. 2143 119,715 10.
11. Other assets (from Schedule RC-F).................................. 2160 1,346,941 11.
12. Total assets (sum of items 1 through 11)........................... 2170 47,678,610 12.
</TABLE>
------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
5
<PAGE>
<TABLE>
<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 3/31/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Page RC-2
Plaza, Suite 0460
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
Schedule RC-Continued
<TABLE>
<CAPTION>
Dollar Amounts in
Thousands Bil Mil Thou
----------------- ------------
<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1).............................. RCON 2200 14,675,401 13.a.
(1) Noninterest-bearing(1)............................... RCON 6631 5,498,690 13.a.(1)
(2) Interest-bearing..................................... RCON 6636 9,176,711 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)....................... RCFN 2200 11,809,645 13.b.
(1) Noninterest bearing.................................. RCFN 6631 304,669 13.b.(1)
(2) Interest-bearing..................................... RCFN 6636 11,504,976 13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased.................................. RCFD 0278 2,072,830 14.a.
b. Securities sold under agreements to repurchase........... RCFD 0279 1,484,164 14.b.
15. a. Demand notes issued to the U.S. Treasury................. RCON 2840 103,138 15.a.
b. Trading Liabilities...................................... RCFD 3548 9,101,186 15.b.
16. Other borrowed money:
a. With original maturity of one year or less............... RCFD 2332 2,307,860 16.a.
b. With original maturity of more than one year............. RCFD 2333 506,476 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases...................................................... RCFD 2910 278,108 17.
18. Bank's liability on acceptance executed and outstanding..... RCFD 2920 463,961 18.
19. Subordinated notes and debentures........................... RCFD 3200 1,225,000 19.
20. Other liabilities (from Schedule RC-G)...................... RCFD 2930 699,375 20.
21. Total liabilities (sum of items 13 through 20).............. RCFD 2948 44,727,144 21.
22. Limited-Life preferred stock and related surplus............ RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus............... RCFD 3838 0 23.
24. Common stock................................................ RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock).... RCFD 3839 2,304,657 25.
26. a. Undivided profits and capital reserves................... RCFD 3632 447,916 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities............................................... RCFD 8434 [ 2,165) 26.b.
27. Cumulative foreign currency translation adjustments......... RCFD 3284 200 27.
28. Total equity capital (sum of items 23 through 27)........... RCFD 3210 2,951,466 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)....................... RCFD 3300 47,678,610 29.
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the
statement below that best describes the most
comprehensive level of auditing work performed for
the bank by independent external Number
-----------------
auditors as of any date during 1993.................. RCFD 6724 N/A M.1.
-----------------
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
-------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
6
<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305 (B)(2) [_]
----------------
CITIBANK, N.A.
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
13-5266470
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
399 PARK AVENUE, NEW YORK, NEW YORK 10043
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
----------------
THE MAY DEPARTMENT STORES COMPANY
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
NEW YORK 43-0398035
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
611 OLIVE ST. 63101
ST. LOUIS, MO 63101 (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
DEBT SECURITIES
(TITLE OF THE INDENTURE SECURITIES)
================================================================================
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Name Address
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of New York New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
ITEM 16. LIST OF EXHIBITS.
Exhibit 1 --Copy of Articles of Association of the Trustee, as now in
effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)
Exhibit 2 --Copy of certificate of authority of the Trustee to commence
business. (Exhibit 2 to T-1 to Registration Statement No. 2-
29577).
Exhibit 3 --Copy of authorization of the Trustee to exercise corporate trust
powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)
Exhibit 4 --Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to
Registration Statement No. 33-34988)
Exhibit 5 --Not applicable.
Exhibit 6 --The consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration
Statement No. 33-19227.)
Exhibit 7 --Copy of the latest Report of Condition of Citibank, N.A. (as of
March 31, 1995--attached)
Exhibit 8 --Not applicable.
Exhibit 9 --Not applicable.
2
<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, THE TRUSTEE,
CITIBANK, N.A., A NATIONAL BANKING ASSOCIATION ORGANIZED AND EXISTING UNDER THE
LAWS OF THE UNITED STATES OF AMERICA, HAS DULY CAUSED THIS STATEMENT OF
ELIGIBILITY TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, ALL IN THE CITY OF NEW YORK AND STATE OF NEW YORK, ON THE 18TH DAY
OF AUGUST, 1995.
Citibank, N.A.
By
----------------------------------
ROBERT T. KIRCHNER
VICE PRESIDENT
3
