<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
The May Department Store Company
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(Name of Registrant as Specified In Its Charter)
May Company Independent Shareholders' Committee
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- -------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------------
(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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May Company Independent Shareholders' Committee
2100 L Street, N.W.
Suite 210
Washington, DC 20037
Dear May Company Shareholder:
We wish to make you aware that we are sponsoring two shareholder proposal
that will be considered at the 1997 annual meeting of The May Department Stores
Company. We are the May Company Independent Shareholders' Committee, a
committee independent of May Company management formed by the Union of
Needletrades, Industrial and Textile Employees ("UNITE") and the Southern
Regional Joint Board of UNITE for the purpose of sponsoring this proposal.
The proposal is an anti-poison, pill proposal. It will be presented
in the form of an amendment to the By-Laws, the terms of which provide for the
elimination of the Company's current poison pill rights plan and require
shareholder approval before this type of anti-takeover device can be authorized
in the future.
We also wish to make you aware that a shareholder proposal concerning the
Company's Vendor Responsibility Program was submitted to the Company by the
Southern Regional Joint Board of UNITE, a member of the Independent
Shareholder's Committee, pursuant to Rule 14a-18 under the proxy rules, and has
been included in Management's proxy statement as Proposal (d).
To ensure success in the future, the May Company must receive a strong
message from its shareholders at this time. We urge you to review the proxy
materials carefully and to vote your shares at this year's Annual Meeting.
Thank you for your consideration.
Sincerely,
May Company Independent Shareholders' Committee
Michael R. Zucker
<PAGE>
May Company Independent Shareholders' Committee
2100 L Street, N.W.
Washington, DC 20037
Suite 210
(202) 785-5690
PROXY STATEMENT
OF
MAY COMPANY INDEPENDENT SHAREHOLDERS' COMMITTEE
IN CONNECTION WITH THE
1997 ANNUAL MEETING OF SHAREHOLDERS
OF THE MAY DEPARTMENT STORES COMPANY
April 29, 1997
The May Company Independent Shareholders' Committee (the "Independent
Shareholders' Committee") is furnishing this Proxy Statement in connection with
the solicitation of proxies for use at the Annual Meeting (the "Annual Meeting")
of Shareholders of The May Department Stores Company ("May Company" or the
"Company") to be held on Friday, May 23, 1997 at the Cervantes Convention
Center, St. Louis, Missouri at 10:00 a.m. C.S.T. or at any adjournment thereof.
Copies of this Proxy Statement and form of proxy are being mailed by the
Independent Shareholders' Committee to shareholders on or about April 29, 1997.
The mailing address of the principal executive offices of the Company is 611
Olive Street, St. Louis, Missouri, 63101-1799.
The Independent Shareholders' Committee is a committee independent of
May Company management, formed by the Union of Needletrades, Industrial and
Textile Employees ("UNITE") and the Southern Regional Joint Board of UNITE for
the purpose of sponsoring a shareholder proposal that will be considered at
the Annual Meeting. The Southern Regional Joint Board of UNITE is the
beneficial owner of 50 shares of the Company's common stock, and pension trusts
organized for the retirement benefit of members of UNITE, a labor organization
headquartered in New York, New York, hold approximately 53,418 shares of the
Company's common stock. The Southern Regional Joint Board is comprised of
various UNITE local affiliates located in the Southeastern region of the United
States. See "Information Concerning the Independent Share holders' Committee--
UNITE and Southern Regional Joint Board" and "--Certain Relationships."
The Independent Shareholders' Committee will make the following
proposal at the Annual Meeting:
<PAGE>
An amendment to the Company's By-Laws, the terms of which amendment provide
for the elimination of the Company's "poison pill" rights plan, and subject
future poison pills to shareholder approval.
The Independent Shareholders' Committee urges all shareholders to
attend the meeting in person. If you are unable to attend in person and wish to
have your shares voted, please sign and date the enclosed proxy and return it in
the postpaid envelope as promptly as possible. By returning the enclosed proxy,
shareholders will be able to vote on all matters described in Management's proxy
statement, including the election of its nominees to the Board of Directors.
Our card (enclosed) grants us no discretionary authority to vote on
matters not listed. Where no voting instructions are given on our card, the
shares represented by the proxy will be voted for Proposals (a), (b), (c) and
(d) and (e). See "Unmarked Proxies and Other Business."
2
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PLEASE SIGN, DATE AND RETURN TODAY THE ENCLOSED BLUE PROXY CARD TO:
MAY COMPANY INDEPENDENT SHAREHOLDERS' COMMITTEE
2100 L STREET, N.W.
SUITE 210
WASHINGTON, DC 20037
(202) 785-5690
RESOLUTION PROPOSED BY THE INDEPENDENT SHAREHOLDERS' COMMITTEE
INDEPENDENT SHAREHOLDERS' COMMITTEE PROPOSAL: ANTI-POISON PILL BY-LAW AMENDMENT
- -------------------------------------------------------------------------------
(Proposal (e) on the Proxy Card; does not appear on Management Proxy Card)
We propose that the shareholders of the Company adopt the following
resolution:
"RESOLVED, that pursuant to Section 109 of the Delaware General
Corporation Law and Article XIII of the Company's By-Laws, the share
owners of The May Department Stores Company (the "Company") hereby amend
the Company's By-Laws to add the following article, such amendment to be
effective immediately upon approval by holders of a majority of the
outstanding shares of stock present, in person or by proxy, at the
meeting of share owners at which such resolution is proposed:
The Company shall not adopt or maintain any rights plan or similar
agreement, commonly referred to as a "poison pill," which is designed to
impede, or has the effect of impeding, the acquisition of a block of
stock in excess of a specified threshold and/or merger or other
transaction between a significant shareowner and the Company, unless
such plan or agreement has theretofore been approved by holders of a
majority of the outstanding shares of stock at a general or special
meeting of share owners, and the Company shall redeem any such plan or
agreement in effect as of the date of adoption of this Article of the
By-Laws, including without limitation the Company's 1994 Rights
Agreement. Anything to the contrary notwithstanding, this Article may
not be amended, modified or repealed, except by holders of a majority of
the outstanding shares of stock."
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THE INTENT OF THIS PROPOSAL IS TO ELIMINATE THE POISON PILL CURRENTLY IN PLACE
AT MAY COMPANY AND TO REQUIRE SHAREHOLDER APPROVAL FOR THE ADOPTION OF ANY
FUTURE POISON PILL.
The Company's Board of Directors first adopted a rights agreement,
commonly known as a poison pill, in 1986. Such rights agreement originally had a
ten-year term; however, in 1994 the Company amended and extended the rights
agreement through 2004. The amended and extended rights agreement is referred to
herein as the "Rights Agreement."
Under the Rights Agreement, one right has been declared for each
Common Share outstanding. Each right entitles shareholders to purchase, under
certain conditions, one four-hundredth of a share of the Company's Junior
Participating Preference Shares at a purchase price of $150. The rights will be
exercisable if a person or group acquires beneficial ownership of 20% or more of
the Company's outstanding Common Stock or has announced a tender offer upon
consummation of which said person or group would own 20% or more of the
Company's outstanding Common Stock. Rights held by the 20%-or-more holder will
become void. The rights will expire on August 31, 2004, unless redeemed earlier
by the Board of Directors. The Company may redeem the rights for $.01 per share
subject to adjustment. For a more complete summary of the Rights Agreement, see
the Company's Report on Form 8-K dated September 2, 1994, which is incorporated
herein by reference.
The Company's Rights Agreement is an anti-takeover device which
effectively prevents a change in control of the Company without the approval of
the Board of Directors. Triggering the poison pill affects the bidder by
causing substantial dilution to a person or group that attempts to acquire the
Company on terms not approved by the Board of Directors. We feel the poison
pill forces potential investors to negotiate acquisitions with management,
instead of making their offer directly to shareholders.
In 1996, according to the Investor Responsibility Research Center,
shareholder support for proposals opposing pills increased to 53.4%, the highest
support of any issue that proxy season. Such proposals received eight majority
votes in 1996: Weyerhauser, Rite Aid, Fleming, Supervalu, Rowan, Baker Hughes,
Wellman, and Consolidated Natural Gas.
4
<PAGE>
We have not proposed a precatory shareholder resolution on the poison
pill because a number of companies have chosen to ignore the wishes of
shareholders to eliminate or prevent the creation of these devices despite
majority votes in favor of such voluntary resolutions. Proposals like ours,
which seek to eliminate and prevent poison pills by amending company by-laws,
have been proposed at other companies including Fleming Companies, Inc. and
Harrah's Entertainment Inc. We believe an amendment to the By-Laws to
immediately eliminate our Company's poison pill is the best way to increase
Board accountability and shareholder value.
The Company has already stated in its proxy statement that it intends
to exercise its discretionary authority to vote against our proposal should it
be properly presented at the annual meeting. We do not believe that under the
proxy rules the Company has the right to exercise such discretionary authority.
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<PAGE>
LEGAL ISSUES RELATING TO THE ANTI-POISON PILL PROPOSAL
While we believe that the anti-poison pill by-law is valid, we
recognize that the Delaware courts have not considered the validity of it or any
similar by-law and, therefore, have not resolved the extent to which
stockholder-adopted by-laws may limit the authority of a Board of Directors to
oppose, or to adopt or employ defensive measures against, takeover bids.
Accordingly, it is uncertain whether the anti-poison pill by-law would survive a
Delaware court challenge. However, there is some support for the validity of
the anti-poison pill by-law in a recent Oklahoma Federal Court decision
involving an Oklahoma corporation. The court required a corporation to include
in its proxy statement for its 1997 annual shareholders meeting a proposal to
adopt a by-law requiring the board of directors to redeem the existing poison
pill and to submit any successor poison pill to a shareholder vote. IBTGF v.
--------
Fleming Companies, Inc., No.Civ-96-1650 - A (1997). This decision is not
- -----------------------
binding on Delaware courts.
We believe that Section 109 of the Delaware General Corporation Law
authorizes the enactment of the anti-poison pill by-law. Section 109(a) gives
stockholders the power to "adopt, amend or repeal By-laws." Section 109(b)
states: "The by-laws may contain any provision, not inconsistent with law or
with the certificate of incorporation, relating to the business of the
corporation, the conduct of its affairs, and its rights or powers OR THE RIGHTS
OR POWERS OF ITS STOCKHOLDERS, DIRECTORS, officers or employees" (emphasis
added). [In a review of the Delaware General Corporation Law, and the
certificate of incorporation and by-laws of the Company, we have not discovered
any provisions that bar stockholders from adopting the anti-poison pill by-law.
We believe that Section 141(a) of the Delaware General Corporation Law does not
bar the adoption of the anti-poison pill by-law. That section states: "The
business and affairs of every corporation organized under this chapter shall be
managed by or under the direction of a board of directors, EXCEPT AS MAY BE
OTHERWISE PROVIDED IN THIS CHAPTER or in its certificate of incorporation"
(emphasis added).
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We believe that the adoption of the anti-poison pill by-law is not
inconsistent with Section 141(a) for two reasons. First, if Section 141(a) is
read as granting the board of directors exclusive authority over the business
and affairs of the corporation, that grant is qualified by the phrase "except as
may be otherwise provided in this chapter or in its certificate of
incorporation." The savings clause leaves room for the grant of authority in
Section 109 for stockholders to adopt by-laws, such as the anti-poison pill by-
law, which relate to the rights and powers of stockholders and directors.
Second, we believe that any reading of Section 141(a) that invalidated the anti-
poison pill by-law would make meaningless Section 109's broad grant of authority
for stock holders to adopt by-laws relating to the rights or powers of
stockholders and directors.
We also believe that the anti-poison pill by-law does not conflict
with Delaware case law dealing with the fiduciary duties of boards of directors.
In certain cases, courts interpreting Delaware law have, on the basis of
particular facts presented, upheld reasonable defensive measures adopted by
directors who, in good faith and upon reasonable investigation, believed that a
hostile offer posed a danger to corporate policy and effectiveness, even though
a majority of the stockholders may have tendered their shares. We believe that
these cases do not support invalidating the anti-poison pill by-law because in
none of those cases was the board's discretion limited by a by-law previously
adopted by stockholders pursuant to their powers under Section 109, nor did the
court consider the stockholders' authority to adopt such a by-law. We believe
it is inherent in the Delaware scheme of corporate law that while the board is
entitled to exercise its judgment in responding to a tender offer or other
takeover bid, its judgment must be exercised within the framework of statutes,
charter provisions and by-laws which in certain instances limit the actions that
directors may take even when the directors believe that their chosen course of
action is in the best interests of stockholders.
WE URGE YOU TO VOTE FOR THIS PROPOSAL.
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7
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OTHER MATTERS
In addition to soliciting proxies in connection with the proposal by
the Independent Shareholders' Committee, the Company's directors are soliciting
proxies in connection with the following proposals to be brought before the
Annual Meeting: election of four directors (Proposal (a)); ratification of the
appointment of auditors (Proposal (b)); a
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<PAGE>
shareholder proposal to eliminate the Company's classified board and require
that directors stand for election annually (Proposal (c)); and a shareholder
proposal to strengthen the Company's Vendor Responsibility Program (Proposal
(d)).
The accompanying BLUE Annual Meeting proxy card will be voted at the
Annual Meeting in accordance with your instructions on such card.
THE INDEPENDENT SHAREHOLDERS' COMMITTEE URGES A VOTE FOR PROPOSALS
(A), (B), (C), (D) AND (E).
ELECTION OF DIRECTORS
---------------------
(Proposal (a) on the Proxy Card)
You may vote FOR the election of each of the Company's Nominees as
Directors or withhold authority to vote for the Company's Nominees by marking
the proper box on the BLUE Annual Meeting proxy card. You may also withhold your
vote from any one or more of the Nominees by writing the name of such nominee(s)
in the space provided on the BLUE Annual Meeting proxy card. IF NO MARKING IS
MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE SHARES
REPRESENTED BY THE BLUE PROXY CARD FOR THE ELECTION OF ALL OF THE COMPANY'S
NOMINEES PROVIDED THAT YOU HAVE SIGNED AND DATED THE PROXY CARD.
RATIFICATION OF AUDITORS
------------------------
(Proposal (b) on the Proxy Card)
This proposal seeks the ratification of Arthur Andersen LLP as
independent accountants for fiscal 1997.
PLEASE CAST YOUR VOTE FOR THIS RESOLUTION.
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CLASSIFIED BOARD SHAREHOLDER PROPOSAL
-------------------------------------
(Proposal (c) on the Proxy Card)
We believe that May Company's classified Board is an anti-takeover
device which neither adds shareholder value nor is needed to protect the
interests of shareholders. We further believe board accountability to
shareholders is strengthened when all directors must stand for election
annually.
PLEASE CAST YOUR VOTE FOR THIS RESOLUTION.
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SHAREHOLDER PROPOSAL CONCERNING VENDOR STANDARDS OF CONDUCT
---------------------------------------------------------
(Proposal (d) on the Proxy Card)
The following proposal was submitted to the Company by the Southern
Regional Joint Board of UNITE pursuant to Rule 14a-8 under the proxy rules, and
has been included in Management's proxy statement as Proposal (d). We are hereby
soliciting proxies in support of this proposal.
"RESOLVED, that the shareholders of The May Department Stores Company
(the "Company" or "May Company") hereby request that the Board of
Directors review compliance with its "Vendor Standards of Conduct,"
and prepare a report at reasonable expense, which would be available
to shareholders by November 1997. The report should describe the
Company's current and future compliance efforts and plans. We further
request that our Company add the following compliance related measures
to its vendor policies:
1. Establish independent monitoring mechanisms in conjunction with
non-governmental organizations, including allowing direct access
to employees who make Company products;
2. Strengthen internal monitoring procedures; and
3. Translate "Vendor Standards of Conduct" into the language of
employees of Company suppliers and require suppliers to distribute
these documents to employees."
PLEASE CAST YOUR VOTE FOR THIS RESOLUTION.
---
9
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VOTING RIGHTS
The Company's Board of Directors has fixed the close of business on
April 1, 1997 as the record date for determining the shareholders of the Company
entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof. Owners of common stock are entitled to cast one vote for each share
owned. According to the Company's proxy statement, the outstanding voting
securities of May Company as of the record date, which carry 250,606,163 votes,
consisted of (i) 235,236,024 shares of common stock (excluding 78,400,972
shares of treasury stock), and (ii) 682,359 shares of ESOP stock which carry
15,370,139 votes. The owners of the outstanding common stock and of the ESOP
stock are entitled to vote together as a single class. The election of directors
requires a plurality of votes cast. The affirmative vote of the owners of a
majority of the shares represented in person or by proxy and entitled to vote on
the item is required to approve the ratification of auditors and the shareowner
proposals. The shares represented by abstentions and broker non-votes are
counted as present and entitled to vote for purposes of determining a quorum.
Abstentions and broker non-votes are not counted as either FOR or AGAINST for
purposes of the election of directors. An abstention is counted as a vote
AGAINST, and a broker non-vote is not counted as either FOR or AGAINST, for
purposes of approving the other matters to be acted upon at the annual meeting.
REVOCATION RIGHTS
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<PAGE>
A shareholder who executes the enclosed proxy may revoke it at any
time before it is exercised. An executed proxy may be revoked either by a later
dated proxy with respect to the same matters, by giving notice of revocation to
the Secretary of the Company, or by voting in person at the Meeting. Proper
execution of the enclosed proxy will revoke a previously executed proxy
delivered to the Company. If the proxy is not revoked, it will be voted by
those herein named as you direct on the proxy.
UNMARKED PROXIES AND OTHER BUSINESS
If you sign and return to us your BLUE proxy, your shares will be
voted in accordance with your instructions. If no instructions are given for
any matter, your shares will be voted for each of Management's director nominees
(Proposal (a)) and for each of the other Annual Meeting proposals (Proposals
(b), (c), (d) and (e)), including the poison pill by-law amendment proposal set
forth above.
Except as set forth above, we are not aware of any proposals to be
brought before the Annual Meeting. Should any other proposal be brought before
the Annual Meeting, the vote required for approval of such proposal would be as
prescribed by the Company's charter or by-laws or by applicable law. Our card
(enclosed) grants us no discretionary authority to vote on matters not listed.
If no directions are given, and this signed card is returned, the proxies named
on Management's proxy card will vote in accordance with recommendations of the
Board of Directors and in each proxy's discretion on any other matter that may
properly come before the meeting and at any adjournment or postponement thereof.
SOLICITATION OF PROXIES
We expect to solicit proxies through the mail, as well as by telephone
and facsimile and through personal interviews. We will also request brokers,
custodians and other nominees to forward solicitation materials to the
beneficial owners of Common Stock, and such persons will be reimbursed for their
reasonable out-of-pocket expenses. Proxies may be solicited personally and by
telephone and facsimile by regular employees of UNITE, none of whom will receive
additional compensation for such solicitation. Proxies will not be solicited by
specially engaged employees or paid solicitors.
The cost of the solicitation will be borne solely by the Independent
Shareholders' Committee. While the exact cost of the solicitation is not at this
time known, it is not expected to exceed $25,000. Total expenditures to date,
including printing and postage expenses, have been $5,000. Reimbursement for the
cost of this solicitation will not be sought from the May Company.
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<PAGE>
INFORMATION CONCERNING THE
INDEPENDENT SHAREHOLDERS' COMMITTEE
The May Company Independent Shareholders' Committee has been formed by
UNITE and the Southern Regional Joint Board of UNITE for the purpose of this
solicitation.
UNITE AND SOUTHERN REGIONAL JOINT BOARD
The Southern Regional Joint Board of UNITE, as successor in interest
to the Southern Regional Joint Board of the Amalgamated Clothing and Textile
Workers Union, is the beneficial owner of 50 shares of May Company Common Stock.
Pension trusts organized for the retirement benefit of members of UNITE, a labor
organization headquartered in New York, New York, are the holders of
approximately 53,418 shares of May Company Common Stock. UNITE represents
approximately seventy-five May Company employees at three store locations. The
Southern Regional Joint Board is comprised of various UNITE local affiliates
located in the Southeastern region of the United States.
The Independent Shareholders' Committee, UNITE and the Southern
Regional Joint Board of UNITE are "participants" in this solicitation under Item
4 of Reg. 240.14a-101 of the Proxy Rules. The following employees of UNITE may
also be deemed to be "participants" in this solicitation under Item 4 of Reg.
240.14a-101 of the Proxy Rules: Michael R. Zucker, Director of Corporate and
Financial Affairs at UNITE, at 2100 L Street, N.W., Washington, D.C. 20037;
Marka Peterson, Associate Director of Corporate and Financial Affairs at UNITE,
at 2100 L Street, N.W., Washington, D.C. 20037; Benjamin Hensler, Field
Director of Corporate and Financial Affairs at UNITE, at 2100 L Street, N.W.,
Washington, D.C. 20037; and Yvonne McNeese, Research Associate at UNITE, at 2100
L Street, N.W., Washington, D.C. 20037.
CERTAIN RELATIONSHIPS
UNITE and the Southern Regional Joint Board of UNITE are collective
bargaining representatives of employees at companies located throughout North
America. Although UNITE is not currently seeking to organize employees at May
Company, it may in the future engage in organizing activities at the Company or
at vendors or manufacturers or other entities with which the Company conducts
business. The Independent Shareholders' Committee was formed for the purpose of
conducting this solicitation and does not engage in organizing activities.
UNITE locals have three collective bargaining agreements in place with
the Company that cover a total of 75 employees, and there are no current labor
disputes. UNITE, as the preeminent labor union in the clothing and textile
industries, in the ordinary course engages in organizing and collective
bargaining activities at a variety of manufacturers and vendors, including a
number that supply goods to the Company. UNITE is engaged in organizing
activities at three of the Company's vendors, Peerless Clothing, Inc.,
Fieldcrest Cannon, Inc. and Guess, Inc.
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<PAGE>
INFORMATION AND DOCUMENTS INCORPORATED BY REFERENCE
We incorporate herein by reference the information relating to
security ownership of management and certain beneficial owners contained in
Management's proxy statement. Copies of such proxy statement and the 8-K
incorporated herein by reference are available upon request by contacting the
Independent Shareholders' Committee at the telephone number and address above.
The Independent Shareholders' Committee and UNITE assume no responsibility for
the accuracy or completeness of any information contained herein which is based
on, or incorporated by reference to, Management's proxy statement or other May
Company public filings.
DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the next Annual
Meeting must be received by The May Department Store Company, 611 Olive Street,
St. Louis, Missouri 63101-1799 on or before December 25, 1997. The Independent
Shareholders' Committee urges all qualified shareholders to submit their
resolutions to management.
MAY COMPANY INDEPENDENT
SHAREHOLDERS' COMMITTEE
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED BLUE PROXY CARD PROMPTLY
AND MAIL IT IN THE POSTAGE PRE-PAID ENVELOPE PROVIDED HEREWITH.
If your shares are held in the name of a broker, bank or nominee, only
it can sign a proxy card and only upon receipt of your specific instructions to
do so. Accordingly, please contact the person responsible for your account and
give him or her appropriate instructions to execute the blue proxy card.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR SHARES, PLEASE
CALL (202) 785-5690.
13
<PAGE>
THE MAY DEPARTMENT STORES COMPANY
1997 ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED BY
MAY COMPANY INDEPENDENT SHAREHOLDERS' COMMITTEE
The undersigned shareholder of The May Department Stores Company hereby
appoints each of Michael R. Zucker, Marka Peterson, and Benjamin Hensler, and
each of them with full power of substitution, for and in the name of the
undersigned, to represent and to vote, as designated below, all common shares of
The May Department Stores Company that the undersigned is entitled to vote if
personally present at the 1997 Annual Meeting of Shareholders of The May
Department Stores Company, to be held on May 23, 1997 at Cervantes Convention
Center, St. Louis, Missouri at 10:00 a.m. C.S.T., and at any adjournment,
postponement or rescheduling thereof. The undersigned hereby revokes any
previous proxies with respect to the matters covered by this Proxy.
MAY COMPANY INDEPENDENT SHAREHOLDERS' COMMITTEE
RECOMMENDS A VOTE FOR EACH OF THE ITEMS SET FORTH BELOW:
(Please mark with an "X" in the appropriate boxes)
(a) ELECTION OF DIRECTORS: Election of Jerome T. Loeb, Russell E. Palmer,
Michael R. Quinlan and William P. Stiritz.
[ ] FOR all nominees ex- [ ] WITHHOLD AUTHORITY
cept as marked below for all nominees
(INSTRUCTION: To withhold authority to vote for one or more nominees, mark FOR
above and print the name(s) of the person(s) with respect to whom you wish to
withhold authority in the space provided below.)
<PAGE>
(b) Approval of proposal to approve Arthur Andersen LLP as Independent
Auditors.
For Against Abstain
[ ] [ ] [ ]
(c) Approval of proposal to declassify the Board of Directors.
For Against Abstain
[ ] [ ] [ ]
(d) Approval of the proposal to urge the Board of Directors to strengthen the
Company's Vendor Standards of Conduct.
For Against Abstain
[ ] [ ] [ ]
(e) Approval of proposal to eliminate the poison pill through an amendment to
the Company's By-Laws.
For Against Abstain
[ ] [ ] [ ]
If no marking is made, this PROXY will be voted FOR all of the nominees
listed above, FOR the proposal to approve Arthur Andersen LLP as Independent
Auditors, FOR the proposal to declassify the Board of Directors, FOR the
proposal to urge the Board of Directors to strengthen the Company's Vendor
Responsibility Program and FOR the anti-poison pill by-law proposal. If no
directions are given, and this signed card is returned, the undersigned
understands that the proxies named on Management's proxy card will vote in
accordance with recommendations of the board of directors and in each proxy's
discretion on any other matter that may properly come before the meeting and at
any adjournment or postponement thereof.
Please date and sign this proxy exactly as your name appears hereon:
<PAGE>
Dated: __________________________, 1997
(Signature)
(Signature, if held jointly)
(Title)
When shares are held by joint tenants, both should sign. When signing as
attorney-in-fact, executor, administrator, trustee, guardian, corporate officer
or partner, please give full title as such.
