<PAGE>
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 7, 1994)
$200,000,000
The May Department Stores Company
$100,000,000 7.50% DEBENTURES DUE 2015
$100,000,000 7.60% DEBENTURES DUE 2025
----------------
Interest payable June 1 and December 1
----------------
THE DEBENTURES DUE 2015 AND THE DEBENTURES DUE 2025 WILL NOT BE REDEEMABLE
PRIOR TO MATURITY AND WILL NOT BE SUBJECT TO ANY SINKING FUND.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
----------------
DEBENTURES DUE 2015--PRICE 99.382% AND ACCRUED INTEREST, IF ANY
DEBENTURES DUE 2025--PRICE 99.877% AND ACCRUED INTEREST, IF ANY
----------------
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) COMPANY(1)(3)
--------- -------------- -------------
<S> <C> <C> <C>
Per Debenture Due 2015................. 99.382% .875% 98.507%
Total.................................. $99,382,000 $875,000 $98,507,000
Per Debenture Due 2025................. 99.877% .875% 99.002%
Total.................................. $99,877,000 $875,000 $99,002,000
</TABLE>
- --------
(1)Plus accrued interest, if any, from June 14, 1995.
(2) The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of
1933.
(3) Before deducting expenses payable by the Company estimated at $125,000.
----------------
The Debentures are offered, subject to prior sale, when, as and if accepted
by the Underwriters named herein, and subject to approval of certain legal
matters by Davis Polk & Wardwell, counsel for the Underwriters. It is expected
that delivery of the Debentures will be made on or about June 14, 1995, at the
office of Morgan Stanley & Co. Incorporated, New York, N.Y., against payment
therefor in New York funds.
----------------
MORGAN STANLEY & CO. MERRILL LYNCH & CO.
Incorporated
June 9, 1995
<PAGE>
NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IN CONNECTION WITH THE
OFFER CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY UNDERWRITER. THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS NOT AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN
ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH STATE. THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN
IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
----------------
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of the Debentures
Due 2015 and the Debentures Due 2025 for capital expenditures, working capital
needs and other general corporate purposes, including investments and
acquisitions.
RECENT DEVELOPMENTS
The Company reported preliminary sales of $929.7 million for the four-week
period ended May 27, 1995, a 9.1% increase over $852.1 million in the similar
fiscal period last year. Sales for the first four months of fiscal 1995 were
$3.63 billion, up 7.4% from sales of $3.38 billion during the same period a
year ago. Department store sales for the month of May totaled $726.2 million,
up 8.8% or $58.5 million from last year. Sales for Payless ShoeSource were
$203.5 million, an increase of 10.4% or $19.1 million from last year's similar
period.
May and year-to-date sales compared to 1994 sales were as follows:
<TABLE>
<CAPTION>
MAY SALES (MILLIONS)
-------------------------------------------
FISCAL FISCAL PERCENT STORE-FOR-STORE*
1995 1994 INCREASE INC/(DEC)
-------- -------- -------- ----------------
<S> <C> <C> <C> <C>
Department stores................... $ 726.2 $ 667.7 8.8% 5.4%
Payless ShoeSource.................. 203.5 184.4 10.4 (5.0)
-------- -------- ---- ----
Total............................. $ 929.7 $ 852.1 9.1% 3.2%
======== ======== ==== ====
<CAPTION>
YEAR-TO-DATE SALES (MILLIONS)
-------------------------------------------
FISCAL FISCAL PERCENT STORE-FOR-STORE*
1995 1994 INCREASE INCREASE
-------- -------- -------- ----------------
<S> <C> <C> <C> <C>
Department stores................... $2,854.0 $2,677.5 6.6% 3.1%
Payless ShoeSource.................. 773.1 701.1 10.3 (4.7)
-------- -------- ---- ----
Total............................. $3,627.1 $3,378.6 7.4% 1.5%
======== ======== ==== ====
</TABLE>
- --------
* Store-for-store sales represent sales of those stores open during both years.
Sales have been restated to exclude the sales of stores that have been closed
and not replaced. Year-to-date revenues, including sales of nonreplaced closed
stores and finance charge revenue, were $3.74 billion in 1995 and $3.50 billion
in 1994.
S-2
<PAGE>
DESCRIPTION OF SECURITIES
The Debentures Due 2015 and the Debentures Due 2025 offered hereby
(collectively, the "Debentures") are to be issued under an Amended and Restated
Indenture (the "Indenture"), dated as of January 15, 1991, between the Company
and The First National Bank of Chicago (the "Trustee"). This description
supplements the description of the general terms and provisions of the
Debentures and the Indenture set out in the accompanying Prospectus under the
heading "Description of Debt Securities." The following summaries of certain
provisions of the Indenture do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all provisions of the
Indenture, including the definitions therein of certain terms. Wherever
particular sections or defined terms of the Indenture are referred to, it is
intended that such sections or defined terms shall be incorporated herein by
reference.
GENERAL
The Debentures Due 2015 will be limited to $100,000,000 aggregate principal
amount and will mature on June 1, 2015. The Debentures Due 2025 will be limited
to $100,000,000 aggregate principal amount and will mature on June 1, 2025.
The Debentures will bear interest at the rates per annum shown on the cover
page of this Prospectus Supplement from June 14, 1995, or from the most recent
Interest Payment Date to which interest has been paid or provided for, payable
semi-annually on June 1 and December 1 of each year to the persons in whose
names the Debentures are registered at the close of business on the fifteenth
day of May or November, as the case may be, next preceding such Interest
Payment Date. The Debentures will be payable at, and may be presented for
transfer or exchange to, the Corporate Trust Office of the Trustee in The City
of New York or at any other office or agency maintained by the Company for such
purpose, provided that, at the option of the Company, payment of interest may
be made by check mailed to the registered Holders of the Debentures at their
addresses appearing in the Debenture Register (Sections 301, 305 and 902).
The Debentures will be issued in fully registered form without coupons in
denominations of $1,000 or any multiple thereof.
APPLICATION OF DEFEASANCE PROVISIONS
The Debentures are subject to defeasance and covenant defeasance as described
under "Description of Debt Securities--Defeasance and Covenant Defeasance" in
the accompanying Prospectus.
To elect defeasance or covenant defeasance the Company is required to deliver
to the Trustee an opinion of counsel to the effect that the deposit of money
and/or U.S. Government Obligations (as defined) in the trust created when the
Company elects defeasance or covenant defeasance will not cause the Holders of
the Debentures to recognize income, gain or loss for Federal income tax
purposes.
S-3
<PAGE>
UNDERWRITERS
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated June 9, 1995, the Underwriters named below have severally
agreed to purchase, and the Company has agreed to sell to them, severally, the
respective principal amount of Debentures set forth below.
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL
AMOUNT AMOUNT
OF OF
DEBENTURES DEBENTURES
NAME DUE 2015 DUE 2025
---- ------------ ------------
<S> <C> <C>
Morgan Stanley & Co. Incorporated.............. $ 50,000,000 $ 50,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated......................... 50,000,000 50,000,000
------------ ------------
Total........................................ $100,000,000 $100,000,000
============ ============
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Debentures are subject to,
among other things, the approval of certain legal matters by counsel and to
certain other conditions.
The Underwriters initially propose to offer part of the Debentures directly
to the public at the public offering prices set forth on the cover page hereof
and part to certain dealers at prices which represents concessions, not in
excess of .50% of the respective principal amounts of the Debentures. Any
Underwriter may allow, and such dealers may reallow, a concession, not in
excess of .25% of the principal amount of the Debentures. After the initial
offering of the Debentures, the offering prices and other selling terms may
from time to time be varied by the Underwriters.
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
The Company has agreed not to offer, sell, contract to sell or otherwise
dispose of any of its debt securities substantially similar to the Debentures
during the period beginning on the date of this Prospectus Supplement and
continuing to and including the date the Debentures are delivered to the
Underwriters, without the prior written consent of Morgan Stanley & Co.
Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
The Company does not intend to apply for listing of the Debentures on a
national securities exchange, but has been advised by the several Underwriters
that such firms presently intend to make a market in the Debentures as
permitted by applicable laws and regulations. The Underwriters are not
obligated, however, to make a market in the Debentures, and any such market
making may be discontinued at any time at the sole discretion of the
Underwriters. Accordingly, no assurance can be given as to the liquidity of, or
trading markets for, the Debentures.
EXPERTS
The consolidated financial statements and schedules of the Company included
or incorporated by reference in its Annual Report on Form 10-K for the fiscal
year ended January 28, 1995, incorporated herein by reference, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto. The reports referred to above have been
included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
LEGAL MATTERS
The validity of the Debentures offered hereby will be passed upon for the
Company by Skadden, Arps, Slate, Meagher & Flom and for the Underwriters by
Davis Polk & Wardwell. A member of Skadden, Arps, Slate, Meagher & Flom
beneficially owns 4,000 shares of the Company's common stock, $.50 par value
per share, with the associated rights attached thereto. Helene Kaplan, of
counsel to Skadden, Arps, Slate, Meagher & Flom, is a member of the Company's
board of directors and owns 8,100 shares of the Company's common stock, with
the associated rights attached thereto.
S-4
