MAY DEPARTMENT STORES CO
8-K, 1995-08-15
DEPARTMENT STORES
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                            FORM 8-K

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549



                                           


                         CURRENT REPORT

             PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934




        Date of Report (Date of earliest event reported):
                         August 3, 1995



                 THE MAY DEPARTMENT STORES COMPANY               
     (Exact name of Registrant as specified in its charter)

   New York                   I-79               43-0398035      
(State or other           (Commission         (IRS Employer
jurisdiction of           File Number)        Identification No.)
incorporation)



  611 Olive Street, St. Louis, Missouri               63101    
(Address of principal executive offices)           (Zip code)



       Registrant's telephone number, including area code:
                          (314) 342-6300                  






                        Page 1
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Item 5.   Other Events.

     On August 3, 1995, Registrant reported preliminary sales of
$801.4 million for the four-week period ended July 29, a 10.1%
increase over $727.8 million in the similar fiscal period last
year.  Department store sales for the month of July totaled
$635.1 million, up 8.1% or $47.7 million over last year.  Sales
for Payless ShoeSource were $166.3 million, an increase of
18.4% or $25.9 million over last year's similar period.  

     On August 7, 1995, Registrant reported that fully diluted
earnings per share for the 13 weeks ended July 29 increased 8.2%
to $.53, compared with $.49 per share for the quarter in 1994. 
Net earnings were $141 million, compared with $130 million a year
ago.  Sales were $2.87 billion, up 9.4% from $2.62 billion during
the same period in 1994.

     For the six months ending July 29, the Registrant's fully
diluted earnings per share were $.95, an increase of 5.6%
compared with $.90 in 1994.  Net earnings were $255 million,
compared with $242 million a year ago.   Sales increased 8.1% to
$5.56 billion compared with $5.15 billion last year.

     On August 8, 1995, the Registrant and J.C. Penney Company, Inc.
announced that they will acquire John Wanamaker and Woodward &
Lothrop stores in the Philadelphia, Washington and Baltimore
market areas.  The United States Bankruptcy Court of the Southern
District of New York approved a Registrant/J.C. Penney joint bid in
the amount of $460 million of net distributable value to
creditors.  Under the joint bid, the Registrant will acquire 14
Wanamaker stores in the Philadelphia area, 13 of which it will
operate as Hecht's stores and one of which it will sell to a
third party, and three Woodward & Lothrop stores in the
Washington area, two of which it will operate as Lord & Taylor
stores and one of which it will operate as a Hecht's store. In
addition, the Registrant will acquire two distribution centers, one
of which it will operate and one of which it will sell to a third
party.  The Registrant expects that the transaction will close 
later in August.












                        Page 2

<PAGE>

Item 7.   Financial Statements and Exhibits.

(c)  Exhibits.  The following documents are filed as Exhibits.

                                                     Sequential
                                                     Numbering
                                                     System
Exhibit No.    Exhibit                               Page Number

     99-1      Press Release dated August 3, 1995      6

     99-2      Press Release dated August 7, 1995      7

     99-3      Press Release dated August 8, 1995      10





































                        Page 3

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                            SIGNATURE



     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.



                              THE MAY DEPARTMENT STORES COMPANY



Dated:  August 15, 1995    By:     /s/ Richard A. Brickson       


                                   Richard A. Brickson
                                   Secretary and Senior Counsel
































                        Page 4

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                       INDEX TO EXHIBITS



                                                     Sequential
                                                     Numbering
                                                     System
Exhibit No.    Exhibit                               Page Number

     99-1      Press Release dated August 3, 1995      6

     99-2      Press Release dated August 7, 1995      7     

     99-3      Press Release dated August 8, 1995      10




































                        Page 5 


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For Immediate Release                   Contact:  Jim Abrams  (314) 342-6343





SALES INCREASE 10.1% FOR THE MONTH OF JULY
FOR THE MAY DEPARTMENT STORES COMPANY


     ST. LOUIS, August 3, 1995 -- The May Department Stores Company today
reported preliminary sales of $801.4 million for the four-week period ended 
July 29, a 10.1% increase over $727.8 million in the similar fiscal period 
last year.
     Sales for the first six months of fiscal 1995 were $5.56 billion, up 
8.1% from sales of $5.15 billion during the same period a year ago.
     Department store sales for the month of July totaled $635.1 million, up
8.1% or $47.7 million over last year.  Sales for Payless ShoeSource were 
$166.3 million, an increase of 18.4% or $25.9 million over last year's 
similar period.
     Sales were as follows:

                                  JULY SALES (Millions)                 
                                                         
                     Fiscal    Fiscal    Percent   Store-for-Store*
                      1995      1994     Increase      Increase  
Department stores  $  635.1  $  587.4      8.1%          5.0%   
Payless ShoeSource    166.3     140.4     18.4           3.0  
   TOTAL           $  801.4  $  727.8     10.1%          4.6%

                                  YEAR-TO-DATE SALES (Millions)            
                                  
                     Fiscal    Fiscal    Percent   Store-for-Store* 
                      1995      1994     Increase     Inc/(Dec)  
Department stores  $4,371.2  $4,084.2      7.0%          3.7%
Payless ShoeSource  1,192.2   1,061.2     12.3          (3.0) 
   TOTAL           $5,563.4  $5,145.4      8.1%          2.3% 

* Store-for-store sales represent sales of those stores open during both 
years.

     Sales have been restated to exclude the sales of stores that have been 
closed and not replaced.  Year-to-date revenues, including sales of 
nonreplaced closed stores and finance charge revenue, were $5.74 billion in 
1995 and $5.33 billion in 1994.
     On August 1, May opened a new Hecht's department store at Crabtree 
Valley Mall in Raleigh, N.C.  Year-to-date, May has opened three of the 23 
department stores scheduled to open in 1995.  During July, May opened three 
net new Payless ShoeSource stores for a total of 151 year-to-date, and 11 
Payless Kids expansion stores for a total of 102 year-to-date.
     The May Department Stores Company operates 315 department stores and 
4,586 Payless ShoeSource stores.
                                   # # # 


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FOR REPEATS CALL WIRE NEWS (314) 231-2104
- - -
THE MAY DEPARTMENT STORES COMPANY
- - -
BUSINESS EDITOR / NEWS DIRECTOR
- - -
FOR IMMEDIATE RELEASE

           THE MAY DEPARTMENT STORES COMPANY REPORTS RECORD 
              SECOND QUARTER AND FIRST SIX MONTHS RESULTS

      ST. LOUIS (WIRE NEWS), August 7, 1995 -- Earnings per share, net 
earnings and sales of The May Department Stores Company for the second 
quarter and first six months of fiscal 1995 reached record levels, 
David C. Farrell, May Company chairman and chief executive officer, 
announced today.
      For the 13 weeks ending July 29, fully diluted earnings per share 
increased 8.2% to $.53, compared with $.49 per share in the second 
quarter of 1994. Net earnings were $141 million, compared with $130 
million a year ago. Sales were $2.87 billion, up 9.4% from $2.62 
billion during the same period in 1994.
      For the six months ending July 29, the company's fully diluted 
earnings per share were $.95, an increase of 5.6%, compared with $.90 
in 1994. Net earnings were $255 million, compared with $242 million a 
year ago. Sales increased 8.1% to $5.56 billion compared with $5.15 
billion last year.
      On August 1, May opened a new Hecht's department store at 
Crabtree Valley Mall in Raleigh, N.C. This brings to three the number 
of new department stores opened year-to-date, including the Lord & 
Taylor store at Woodfield Mall in Schaumburg, Ill., and the Foley's 
store at Temple Mall in Temple, Tex., both of which opened in March. 
Another 20 department stores are scheduled to open by year-end: three 
stores each for Lord & Taylor and Hecht's, seven stores for Kaufmann's, 
four stores for Filene's, and one store each for Foley's, Robinsons-
May, and Famous-Barr. The 23 total new stores planned for 1995 are a 
record number for May in a single year, adding more than 3.3 million 
square feet of retail space.
      During the quarter, May opened 17 net new Payless ShoeSource 
stores, for a total of 151 year-to-date, and 35 new Payless Kids 
expansion stores, for a total of 102 year-to-date.
      The May Department Stores Company operates 315 department stores 
and 4,586 Payless ShoeSource stores.

<PAGE>

           THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
                                    
              CONDENSED CONSOLIDATED RESULTS OF OPERATIONS
                              (Unaudited)


                                 13 Weeks Ended        13 Weeks Ended
(Millions, except per share)      July 29, 1995         July 30, 1994
                                           % to                    % to
                                  $      Revenues        $       Revenues
Net Retail Sales:
Department stores             $   2,243              $   2,075
Payless ShoeSource                  623                    544
Total Net Retail Sales        $   2,866              $   2,619

Revenues                      $   2,948              $   2,706
Cost of sales                     2,071     70.2%        1,891      69.9%

Selling, general and
  administrative expenses           583     19.8           540      20.0
Interest expense, net                57      2.0            57       2.0

Earnings before income taxes        237      8.0           218       8.1
Provision for income taxes           96     40.5*           88      40.5*
Net Earnings                  $     141      4.8%    $     130       4.8%
Primary Earnings per Share    $     .55              $     .50        

Fully Diluted Earnings per
  Share                       $     .53              $     .49        
Dividends Paid per Common
  Share                       $ .28-1/2              $     .26            

Primary Average Shares and
  Equivalents                     250.2                  249.9       

Fully Diluted Average Shares
  and Equivalents                 265.7                  265.2       

                                 26 Weeks Ended        26 Weeks Ended
(Millions, except per share)      July 29, 1995         July 30, 1994
                                           % to                   % to
                                 $       Revenues        $      Revenues
Net Retail Sales:
Department stores             $   4,371              $   4,084
Payless ShoeSource                1,192                  1,061
Total Net Retail Sales        $   5,563              $   5,145

Revenues                      $   5,735              $   5,328
Cost of sales                     4,017     70.0%        3,711     69.6%

Selling, general and
  administrative expenses         1,175     20.5         1,095     20.6
Interest expense, net               115      2.0           116      2.2

Earnings before income taxes        428      7.5           406      7.6
Provision for income taxes          173     40.5*          164     40.5*
Net Earnings                  $     255      4.4%    $     242      4.5%
Primary Earnings per Share    $     .98              $     .93        

Fully Diluted Earnings per
  Share                       $     .95              $     .90        
Dividends Paid per Common
  Share                       $ .54-1/2                    .49        

Primary Average Shares and
  Equivalents                     249.7                  249.9

Fully Diluted Average Shares
  and Equivalents                 265.4                  265.2

* Percent represents effective income tax rate

NET RETAIL SALES - PERCENT INCREASE VERSUS LAST YEAR

Net retail sales represent the sales of stores operating at the end of 
the latest period.  They exclude finance charge revenue and the sales 
of stores which have been closed and not replaced.  Store-for-store 
sales represent sales of those stores open during both periods.

                       13 Weeks Ended               26 Weeks Ended
                        July 29, 1995                July 29, 1995
                              Store-for-                    Store-for
                     Total      Store             Total       Store

Department stores     8.1%      5.0%               7.0%       3.7%
Payless ShoeSource   14.3      (1.4)              12.3       (3.0)
Total                 9.4%      3.7%               8.1%       2.3%

<PAGE>                                    

           THE MAY DEPARTMENT STORES COMPANY AND SUBSIDIARIES
                                    
         NOTES TO CONDENSED CONSOLIDATED RESULTS OF OPERATIONS

Interim Results.  The unaudited condensed consolidated results of 
operations have been prepared in accordance with the company's 
accounting policies as described in the 1994 Annual Report to 
Shareowners and should be read in conjunction with that report.  In the 
opinion of management, this information is fairly presented and all 
adjustments (consisting only of normal recurring adjustments) necessary 
for a fair statement of the results for the interim periods have been 
included; however, certain items are included in this statement based 
on estimates for the entire year.  Also, 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.

Inventories.  Department store merchandise inventories are stated on 
the LIFO (last-in, first-out) cost basis.  The LIFO provision for the 
second quarter was $8 million in 1995 and 1994.  The year-to-date LIFO 
provision was $16 million in 1995 and 1994.

Trailing Years' Results.  Operating results for the trailing years were 
as follows (millions, except per share):

                                    52 Weeks Ended
                            July 29, 1995      July 30, 1994
Net retail sales              $ 12,293           $ 11,406
Revenues                      $ 12,630           $ 11,849
Net earnings                  $    795           $    740
Fully diluted earnings
  per share                   $   2.97           $   2.76

Reclassifications.  Certain prior period amounts have been reclassified 
to conform with current year presentation.



CONTACT:  Jim Abrams, (314) 342-6343, The May Department Stores Company


<PAGE>





<PAGE>

CONTACT:  Jim Abrams                                   Hank Rusman
          The May Department Stores Company            JC Penney 
          (314) 342-6343                               (214) 431-1316



THE MAY DEPARTMENT STORES COMPANY AND JCPENNEY CO. 
TO PURCHASE WANAMAKER AND WOODWARD & LOTHROP 



ST. LOUIS, MO, AND PLANO, TX , August 8, 1995 -- The May Department Stores 
Company and J.C. Penney Company, Inc. today announced that they will acquire 
John Wanamaker and Woodward & Lothrop stores in the Philadelphia, Washington 
and Baltimore market areas.  A revised May/JCPenney joint bid in the amount 
of $460 million of net distributable value to creditors was approved at a 
hearing today in the United States Bankruptcy Court of the Southern District 
of New York.  May and JCPenney also announced that they have executed the 
purchase agreement with Woodward & Lothrop and John Wanamaker.  In addition, 
May executed an agreement with the Center City landlord for Hecht's to 
operate in the Center City Wanamaker location in downtown Philadelphia.

Under the joint bid, May will acquire 14 Wanamaker stores in the Philadelphia 
area and three Woodward & Lothrop stores in Washington, and JCPenney will 
acquire seven Woodward & Lothrop stores in the Washington/Baltimore area.  
Other details of the bid remain the same as were announced on July 27, 1995.

David C. Farrell, chairman and chief executive officer of The May Department 
Stores Company, said, "We are very pleased to bring Hecht's to the 
Philadelphia market and to strengthen both Hecht's and Lord & Taylor in the 
Washington market. Hecht's and Lord & Taylor look forward to serving new 
customers in these markets."

"JCPenney is gratified and excited to get greater access to this very 
important Baltimore/Washington market and to have an opportunity to serve 
customers there much more meaningfully and conveniently," said James E. 
Oesterreicher, vice chairman and chief executive officer of J. C. Penney 
Company, Inc., commenting on the results of the bidding process.  The court 
order will enable JCPenney to add seven new stores to its fourteen existing 
locations in the Baltimore/Washington area.

May and JCPenney expect that the transaction will be completed late this 
month.

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