Exhibit 4.1
This Security is a Book-Entry Security within the meaning of the
Indenture hereinafter referred to and is registered in the name
of the Depositary or a nominee of the Depositary. This Security
is exchangeable for Securities registered in the name of a person
other than the Depositary or its nominee only in the limited
circumstances described in the Indenture and may not be
transferred except as a whole by the Depositary to a nominee of
the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Company (as defined below) or its
agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, THIS SECURITY MAY
BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO A NOMINEE OF
THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY, TO THE
DEPOSITARY OR TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
THE MAY DEPARTMENT STORES COMPANY
8-1/2% DEBENTURE DUE 2019
CUSIP 577778 BM 4
$200,000,000
R-1
THE MAY DEPARTMENT STORES COMPANY, a corporation duly
organized and existing under the laws of the State of New York
(herein called the "Company", which term includes any successor
corporation under the Indenture herein referred to), for value
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received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of TWO HUNDRED MILLION DOLLARS
($200,000,000) on June 1, 2019, and to pay interest thereon from
June 5, 2000 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually
on June 1 and December 1 of each year, commencing December 1,
2000, at the rate of 8-1/2% per annum, until the principal hereof
is fully paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the
fifteenth day of May or November (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which the Debentures of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully
provided in such Indenture.
Payment of the principal of and interest on this Security
will be made at the office or agency of the Company maintained
for that purpose in The City of New York, New York, in such coin
or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts;
provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security
Register.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET
FORTH AT THIS PLACE.
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Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by
manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this Instrument to
be duly executed under its corporate seal.
Dated: June 5, 2000
THE MAY DEPARTMENT STORES COMPANY
a New York corporation
[Seal]
By:________________________________
Richard A. Brickson
Secretary
Attest: ____________________________
Linda J. Balicki
Assistant Secretary
This is one of the Securities of the series designated therein
issued under the within-mentioned Indenture.
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee
By: _______________________________
Authorized Officer
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REVERSE OF Debenture
THE MAY DEPARTMENT STORES COMPANY
8-1/2% Debenture Due 2019
This Security is one of a duly authorized series of
guaranteed debt securities of the Company (herein called the
"Debentures"), issued under an Indenture, dated as of June 17,
1996 (herein called the "Indenture"), among the Company, The May
Department Stores Company, a Delaware corporation (the
"Guarantor") and Bank One Trust Company, National Association
(successor in interest to The First National Bank of Chicago), as
Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), which provides for the
issuance by the Company from time to time of debt securities of
the Company (herein called the "Debt Securities") in one or more
series, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the
Debentures and of the terms upon which the Debentures are, and
are to be, authenticated and delivered. This Debenture is one of
the series designated on the face hereof, initially limited in
aggregate principal amount to $200,000,000.
This Debenture will be redeemable, in whole or from time to
time in part, at the option of the Company on any date (a
"Redemption Date"), at a redemption price equal to the greater of
(1) 100 percent of the principal amount of the Debentures to be
redeemed and (2) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (exclusive
of interest accrued to that Redemption Date) discounted to that
Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 25
basis points, plus, in either case, accrued and unpaid interest
on the principal amount being redeemed to that Redemption Date;
provided that installments of interest on the Debentures which
are due and payable on an interest payment date falling on or
prior to the relevant Redemption Date shall be payable to the
holders of those Debentures, registered as such at the close of
business on the relevant record date according to their terms and
the provisions of the Indenture.
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"Treasury Rate" means, with respect to any Redemption Date
for the Debentures, (1) the yield, under the heading which
represents the average for the immediately preceding week,
appearing in the most recently published statistical release
designated "H.15(519)" or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded United
States Treasury securities adjusted to constant maturity under
the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the Maturity Date, yields for
the two published maturities most closely corresponding to the
Comparable Treasury Issue shall be determined and the Treasury
Rate shall be interpolated or extrapolated from those yields on a
straight line basis, rounding to the nearest month) or (2) if
that release (or any successor release) is not published during
the week preceding the calculation date or does not contain those
yields, the rate per annum equal to the semi-annual equivalent
yield to maturity the Comparable Treasury Issue, calculated using
a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable
Treasury Price for that Redemption Date. The Treasury Rate shall
be calculated on the third Business Day preceding the Redemption
Date.
"Comparable Treasury Issue" means the United States Treasury
security selected by the Independent Investment Banker as having
a maturity comparable to the remaining term of the Debentures to
be redeemed that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the
remaining term of the Debentures.
"Independent Investment Banker" means Morgan Stanley & Co.
Incorporated or, if that firm is unwilling or unable to select
the Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Trustee after
consultation with the Company.
"Comparable Treasury Price" means with respect to any
Redemption Date for the Debentures (1) the average of five
Reference Treasury Dealer Quotations for that Redemption Date,
after excluding the highest and lowest such Reference Treasury
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Dealer Quotations, or (2) if the Trustee obtains fewer than five
such Reference Treasury Dealer Quotations, the average of all
such quotations.
"Reference Treasury Dealer" means each of Morgan Stanley &
Co. Incorporated, Banc One Capital Markets, Inc. and Salomon
Smith Barney Inc., and their respective successors, provided,
however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a "Primary
Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means with respect to
each Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) quoted in writing to the
Trustee by that Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding that Redemption
Date.
Notice of any redemption by the Company will be mailed at
least 30 days but not more than 60 days before any Redemption
Date to each holder of the Debentures to be redeemed. If less
than all the Debentures are to be redeemed at the Company's
option, the Trustee shall select, in such manner as it shall deem
fair and appropriate, the Debentures to be redeemed in whole or
in part.
If an Event of Default with respect to the Debentures shall
occur and be continuing, the principal amount of the Debentures
may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Debentures under the Indenture and the waiver of
compliance by the Company with certain provisions of the
Indenture at any time with the consent of the Holders of a
majority in aggregate principal amount of the Debt Securities at
the time Outstanding (or, in case less than all of the several
series of Debt Securities then Outstanding are affected, of the
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Holders of a majority in principal amount of the Debt Securities
at the time Outstanding of each affected series). The Indenture
also permits the Holders of a majority in principal amount of the
Debentures at the time Outstanding, on behalf of the Holders of
all the Debentures, to waive certain past defaults under the
Indenture and their consequences. Any such consent or waiver by
the Holder of this Debenture shall be conclusive and binding upon
such Holder and upon all future Holders of this Debenture and of
any Debenture issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Debenture.
The Indenture contains provisions for defeasance at any time
of (1) the entire indebtedness of the Debentures and (2) certain
restrictive covenants and certain Events of Default applicable to
the Debentures, upon compliance by the Company with certain
conditions set forth in the Indenture and in an Officers'
Certificate issued pursuant to the Indenture.
As provided in and subject to the provisions of the
Indenture, any Holder of these Debentures shall not have the
right to institute any proceeding, judicial or otherwise, with
respect to the Indenture or for the appointment of a receiver or
trustee or for any other remedy hereunder, unless such Holder
shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Debentures, the
Holders of not less than 25% in principal amount of the
Debentures at the time outstanding shall have made written
request to the Trustee to institute proceedings in respect of
such Event of Default as trustee and offered the Trustee
reasonable indemnity and the Trustee shall not have received from
the Holders of a majority in principal amount of the Debentures
at the time outstanding a direction inconsistent with such
request and shall have failed to institute any such proceedings,
for 60 days after receipt of such notice, request and offer of
indemnity.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Debenture at the
times, place and rate, and in the coin or currency, herein
prescribed.
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As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Debenture is
registrable in the Debenture Register, upon surrender of this
Debenture for registration of transfer at the office or agency of
the Company maintained for that purpose in The City of New York,
New York, or at any other office or agency designated for that
purpose by the Company pursuant to the Indenture, duly endorsed
by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Debenture Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Debentures, of authorized
denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
The Debentures are issuable only in registered form without
coupons in denominations of $1,000 and any multiple thereof. As
provided in the Indenture and subject to certain limitations
therein set forth, the Debentures are exchangeable for a like
aggregate principal amount of Debentures of a different
authorized denomination, as requested by the Holder surrendering
the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Debenture for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Debenture is registered as the owner hereof for all purposes,
whether or not this Debenture be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
All terms used in this Debenture which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
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GUARANTEE
For good and valuable consideration, receipt of which is
acknowledged, and intending to be legally bound, the Guarantor
hereby unconditionally guarantees the due and punctual payment of
the principal of, sinking fund payment, if any, premium, if any,
and interest on, and any Redemption Price with respect to this
Debenture, when and as the same shall become due and payable,
whether at maturity, upon acceleration or redemption or
otherwise, in accordance with the terms of this Debenture and the
Indenture.
THE MAY DEPARTMENT STORES COMPANY
a Delaware corporation
[Seal]
By: _______________________________
Richard A. Brickson
Secretary
Attest: ____________________________
Linda J. Balicki
Assistant Secretary
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(FORM OF ASSIGNMENT)
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Debenture, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ______(Cust) Custodian ______(Minor)
under Uniform Gifts to Minors Act ___________________ (State)
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
FOR VALUE RECEIVED ___________________________ hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(Please Print or Typewrite Name and Address of Assignee)
the within Debenture and all rights thereunder, hereby
irrevocably constituting and appointing
_____________________________________________ Attorney to
transfer said Debenture on the books of the Company, with full
power of substitution in the premises.
Dated: _________________________________
Notice: The signature to this assignment must correspond with the
name as written upon the face of this Debenture in every
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particular, without alteration or enlargement or any change
whatever.
Signature Guaranteed:
_________________________________________________
Notice: Signature(s) must be guaranteed by an "eligible guarantor
institution" that is a member or participant in a "signature
guarantee program" (e.g., the Securities Transfer Agents
Medallion Program, the Stock Exchange Medallion Program or the
New York Stock Exchange, Inc. Medallion Signature Program).
