<PAGE> 1
As filed with the Securities and Exchange Commission on August 3, 2000
REGISTRATION NO. 333-
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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)
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<S> <C> <C>
NEW YORK 43-0398035
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
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THE MAY DEPARTMENT STORES COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 43-1104396
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
611 OLIVE STREET
ST. LOUIS, MISSOURI 63101-1799
314-342-6300
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(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
------------------------
RICHARD A. BRICKSON, ESQ.
SECRETARY AND SENIOR COUNSEL
THE MAY DEPARTMENT STORES COMPANY
611 OLIVE STREET
ST. LOUIS, MISSOURI 63101-1799
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.
VINCENT J. PISANO, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
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. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED TO BE REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE(2)
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Debt Securities................................. $850,000,000 100% $850,000,000 $224,400(3)
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Guarantee of the Debt Securities................ $850,000,000 (3) (3) (3)
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(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) Estimated solely for the purpose of determining the registration fee.
(3) No separate consideration will be received for the Guarantee. Pursuant to
Rule 429 of the Securities Act, the prospectus included herein also covers
$150,000,000 of debt securities from a previous registration statement (No.
333-71413), as to which a registration fee of $41,700 was paid.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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, the prospectus included in
this registration statement will also be used in connection with registration
statement No. 333-71413 previously filed by the registrants on Form S-3 and
declared effective on February 16, 1999.
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<PAGE> 2
The information in the prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer
or sale is not permitted.
PROSPECTUS (Not Complete)
Issued August 3, 2000
$1,000,000,000
The May Department Stores Company
DEBT SECURITIES
This prospectus describes debt securities which The May Department Stores
Company, a New York corporation, may issue and sell at various times:
- The debt securities may be debentures, notes or other unsecured evidences
of debt.
- We may issue the debt securities in one or several series.
- We will not issue more than $1 billion, or the equivalent amount in other
currencies, principal amount of debt securities under this prospectus.
- The May Department Stores Company, a Delaware corporation, will
unconditionally guarantee the debt securities.
- We will determine the terms of each series of debt securities at the time
of sale, and will specify those terms in a prospectus supplement which we
will deliver, together with this prospectus, at the time of sale.
We may sell the debt securities to or through underwriters, dealers or
agents. We may also sell debt securities directly to investors. We will include
more information about the way a particular debt security will be distributed in
the prospectus supplement relating to that debt security.
You should read this prospectus and the applicable prospectus supplement
carefully before you invest.
------------------------
The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities, or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.
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, 2000
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TABLE OF CONTENTS
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PAGE
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Where You Can Find More Information......................... 2
Information About May -- the Issuer of the Debt
Securities................................................ 3
Information About the Guarantor............................. 3
Use of Proceeds............................................. 3
Ratio of Earnings to Fixed Charges.......................... 4
Description of Debt Securities.............................. 4
Plan of Distribution........................................ 11
Experts..................................................... 11
Validity of the Debt Securities............................. 11
</TABLE>
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You should rely only on the information contained in, or incorporated by
reference into, this prospectus or the applicable prospectus supplement. We have
not authorized anyone to provide you with information different from that
contained in, or incorporated by reference into, this prospectus or the
applicable prospectus supplement. We will offer to sell these debt securities
and seek offers to buy these debt securities only in jurisdictions where offers
and sales are permitted. The information contained in, or incorporated by
reference into, this prospectus and the applicable prospectus supplement is
accurate only as of the dates of this prospectus and the applicable prospectus
supplement, regardless of the time of delivery of this prospectus and the
applicable prospectus supplement or any sale of debt securities. In this
prospectus, "May", "we", "us" and "our" refer to the issuer of these debt
securities, The May Department Stores Company, a New York corporation, and the
"Guarantor" refers to The May Department Stores Company, a Delaware corporation
and the sole shareowner of May.
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WHERE YOU CAN FIND MORE INFORMATION
The Guarantor currently files, and May, prior to May 24, 1996, filed
reports, proxy statements and other information with the SEC. You can obtain
copies of these filings at the SEC's public reference rooms at 450 Fifth Street,
N.W., Washington, D.C. 20549, and in New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-732-0330 for further information on the public
reference rooms. Those filings are also available to the public over the
Internet at the SEC's web site at http://www.sec.gov.
The SEC allows us to incorporate information already on file at the SEC by
reference, which means that we can disclose important information to you by
referring you to those documents. The information we refer you to is considered
to be part of this prospectus. Later information that May or the Guarantor files
with the SEC will automatically update this prospectus. We refer you to the
following documents:
(a) The Guarantor's Annual Report on Form 10-K for the fiscal year ended
January 29, 2000.
(b) The Guarantor's Quarterly Report on Form 10-Q for the quarter ended
April 29, 2000.
(c) The Guarantor's Current Reports on Form 8-K dated February 24, 2000,
February 29, 2000, April 19, 2000, May 23, 2000, June 5, 2000 and
July 14, 2000.
We also refer you to all future filings made with the SEC under Sections
13(a), 13(c), or 14 or 15(d) of the Securities Exchange Act until we sell all of
the debt securities. You may receive a copy of any of these filings, at no cost,
by writing or telephoning us at the following address: The May Department Stores
Company, 611 Olive Street, St. Louis, Missouri 63101-1799, Attention: Corporate
Communications Department, (314) 342-6300.
You may also obtain from the SEC a copy of the registration statement and
exhibits that we filed with the SEC when we registered the debt securities. The
registration statement may contain additional information that may be important
to you.
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INFORMATION ABOUT MAY -- THE ISSUER OF THE DEBT SECURITIES
May is one of the nation's largest retailing companies. Its eight
department store divisions operate 422 department stores in 36 states and the
District of Columbia under the following trade names and are headquartered in
the following cities:
- Lord & Taylor, New York City;
- Hecht's, Washington, D.C., also operating as Strawbridge's, Philadelphia;
- Foley's, Houston;
- Robinsons-May, Los Angeles;
- Filene's, Boston;
- Kaufmann's, Pittsburgh;
- Famous-Barr, St. Louis, also operating as L.S. Ayres, Indianapolis and as
The Jones Store, Kansas City; and
- Meier & Frank, Portland, Oregon, also operating as ZCMI, Salt Lake City.
May was organized under the laws of the State of New York on June 4, 1910.
We employ approximately 134,000 people in 36 states, the District of Columbia
and nine offices overseas. Our principal office is at 611 Olive Street, St.
Louis, Missouri 63101-1799, and our telephone number is 314-342-6300.
INFORMATION ABOUT THE GUARANTOR
The Guarantor was organized under the laws of the State of Delaware. The
Guarantor became the sole shareowner of May pursuant to a share exchange
implemented on May 24, 1996, which resulted in changing the state of
incorporation of the publicly traded company from New York to Delaware. The
Guarantor's principal office is at 611 Olive Street, St. Louis, Missouri
63101-1799, and its telephone number is 314-342-6300.
On July 3, 2000, the Guarantor and David's Bridal, Inc. announced that the
Guarantor will acquire David's Bridal for $20 per share or about $436 million in
a tender offer to existing David's Bridal shareowners, subject to customary
regulatory approvals and certain conditions. On July 10, 2000, the Guarantor
commenced a tender offer for all of the outstanding shares of David's Bridal.
The tender offer is scheduled to expire at 12:00 midnight on August 7, 2000
unless the offer is extended. Following the acquisition, David's Bridal will
operate as a division of the Guarantor.
USE OF PROCEEDS
We will add the net proceeds from the sale of the debt securities to our
general funds. We may use the net proceeds to repay a portion of our outstanding
commercial paper and other short-term indebtedness, to finance our operations,
and for general corporate purposes, including stock repurchases, investments and
acquisitions by us or by the Guarantor. If we identify a specific purpose for
the net proceeds of an offering of debt securities, we will describe that
purpose in the applicable prospectus supplement.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table shows the ratio of earnings to fixed charges of the
Guarantor for the periods indicated. All amounts for periods prior to May 24,
1996 represent financial information for May. May was the publicly traded entity
prior to the May 24, 1996 share exchange that resulted in the Guarantor becoming
the publicly traded company.
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13 WEEKS ENDED FISCAL YEAR(1)
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APRIL 29, 2000 MAY 1, 1999 1999 1998 1997 1996 1995
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Ratio of Earnings to Fixed Charges(2)... 3.1 3.2 5.1 4.8 4.3 4.3 4.3
=== === === === === === ===
</TABLE>
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(1) Fiscal years 1999, 1998, 1997, 1996 and 1995 ended on January 29, 2000,
January 30, 1999, January 31, 1998, February 1 1997, and February 3, 1996.
Fiscal year 1995 included 53 weeks.
(2) For purposes of computing the ratios of earnings to fixed charges, we
calculated earnings 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 amortization of
previously capitalized interest and then subtracting dividends on ESOP
Preference Shares. We calculated fixed charges 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 and the pretax
equivalent of preferred stock dividend requirements.
DESCRIPTION OF DEBT SECURITIES
This section describes the general terms and provisions of the debt
securities we intend to issue. As used in this prospectus, "Debt Securities"
means the debentures, notes, bonds and other evidences of indebtedness that we
issue, the Guarantor guarantees and a trustee authenticates and delivers under
the applicable indenture. You should refer to the prospectus supplement for the
specific terms of the Debt Securities offered through that prospectus
supplement. We will indicate in the prospectus supplement if any general
provisions outlined in this section will not apply to those Debt Securities.
We will issue the Debt Securities under one or more substantially identical
indentures with one or more trustees. The indentures may include an indenture
dated as of June 17, 1996 (the "Indenture") with Bank One Trust Company,
National Association (successor in interest to The First National Bank of
Chicago), as Trustee, under which we may issue an unlimited amount of Debt
Securities.
This summary is not complete and may not contain all of the information
that is important to you. You should refer to the specific terms of the
Indenture for a complete statement of the terms of the Indenture and the Debt
Securities. When we use capitalized terms which we do not define here, those
terms have the meanings given in the Indenture. When we refer to sections, we
mean sections in the Indenture.
GENERAL
The Indenture provides for the issuance of Debt Securities from time to
time, in one or more series. A prospectus supplement relating to a series of
Debt Securities will include specific terms relating to the offering. (section
301) These terms will include some or all of the following:
- the title of the Debt Securities;
- any limit on the aggregate principal amount of the Debt Securities;
- the date or dates on which the Debt Securities will mature;
- the rate or rates, which may be fixed or variable, per annum at which the
Debt Securities will bear interest and the date from which such interest
will accrue;
- the dates on which interest will be payable and the record dates for the
payment dates;
- any mandatory or optional sinking fund or purchase fund or analogous
provisions;
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- if applicable, the date after which and the price or prices at which the
Debt Securities may be redeemed at our option or at the option of the
Holder of the Debt Securities and the other detailed terms and provisions
of any optional or mandatory redemption;
- the place or places of payments on the Debt Securities;
- whether the Debt Securities are issuable as Bearer Securities and, if so,
whether Registered Securities are issuable;
- special provisions relating to the issuance of any Bearer Securities of
any series;
- the currency in Dollars, Foreign Currency or any composite currency of
any series;
- any deletions from, changes in or additions to Events of Default or
covenants of May in the Indenture;
- the form of Debt Securities, Guarantee and Coupons, if any; and
- any other terms of the Debt Securities.
FORM, DENOMINATIONS AND TRANSFERS
We may issue the Debt Securities as Registered Securities, as Bearer
Securities or both. We may issue Debt Securities of a series in global form, as
described below under "Global Securities." Unless the applicable prospectus
supplement specifies otherwise, we will issue
- Registered Securities denominated in U.S. dollars only in denominations
of $1,000 or any multiple of $1,000, and
- Bearer Securities denominated in U.S. dollars 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 applicable denomination.
(section 302)
At the option of the Holder and subject to the terms of the Indenture, the
Holder may exchange Bearer Securities (with all unmatured coupons, except as
provided below) of any series into an equal aggregate principal amount of
Registered Securities or Bearer Securities of the same series with the same
interest rate and maturity date. The Holder also may exchange Registered
Securities of any series into an equal aggregate principal amount of Registered
Securities of the same series with the same interest rate and maturity date. If
a Holder surrenders Bearer Securities in exchange for Registered Securities
between a Regular Record Date or, in some circumstances, a Special Record Date
and the relevant Interest Payment Date, the Holder will not have to surrender
the coupon relating to such Interest Payment Date. A Holder may not exchange
Registered Securities for Bearer Securities. (section 305)
A Holder may present Debt Securities for exchange, and may present
Registered Securities, other than a Book-Entry Security, 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 Indenture. Such registration of transfer or exchange will be
effective when the transfer agent or the Security Registrar, as the case may be,
is satisfied with the documents of title and identity of the person making the
request. A Holder may transfer Bearer Securities by delivery. (section 305)
ORIGINAL ISSUE DISCOUNT SECURITIES
We may offer and sell Debt Securities under the Indenture as Original Issue
Discount Securities at a substantial discount below their stated principal
amount. The prospectus supplement will describe the special Federal income tax,
accounting and other considerations applicable to them. An "Original Issue
Discount Security" provides that we will pay less than the full principal amount
if the maturity is accelerated or if the security is redeemed before its
maturity upon the occurrence and continuation of an Event of Default. (section
502)
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GUARANTEE
The Guarantor will unconditionally guarantee the payment of
- the principal of,
- any sinking fund payment,
- any premium,
- interest and
- any Redemption Price
on the Debt Securities when and as they shall become due and payable, whether at
maturity, upon acceleration or redemption or otherwise, pursuant to the terms of
the Debt Securities and of the Indenture. The Guarantor will endorse a Guarantee
on each Debt Security. (section 1201) May, the Guarantor and the Trustee may,
without the consent of any Holders, enter into a supplemental indenture to,
among other things, add any additional guarantor with respect to all or any
series of Debt Securities. (section 801)
PAYMENT AND PAYING AGENTS
In the applicable prospectus supplement, we will designate a Paying Agent
at whose office you can receive all payments on Registered Securities. We may
elect to pay any interest on Registered Securities (1) by check mailed to the
address in the Security Register of the Person entitled thereto or (2) by wire
transfer to an account specified in the Security Register maintained by the
Person entitled thereto. Unless we indicate otherwise in an applicable
prospectus supplement, we will pay any installment of interest on Registered
Securities 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)
We will pay all payments on Bearer Securities in the currency and in the
manner designated in the applicable prospectus supplement. (section 902)
GLOBAL SECURITIES
We may issue the Debt Securities of a series in whole or in part in global
form that will be deposited with, or on behalf of, a depositary identified in
the applicable prospectus supplement. We expect to deposit any of the global
securities we issue in the United States with The Depository Trust Company, as
Depositary. We may issue global securities in fully registered form, and in
either temporary or permanent form. Unless and until a Depositary exchanges a
global security in whole or in part for the individual Debt Securities it
represents, the Depositary may not transfer a global security. However, the
Depositary, its nominees and their successors may transfer a global security as
a whole to one another. (section 203)
We will describe the specific terms of the depositary arrangement with
respect to particular Debt Securities in the prospectus supplement relating to
those Debt Securities. Unless we indicate otherwise in the applicable prospectus
supplement, the following provisions will apply to depositary arrangements.
Upon the issuance of a global security, the Depositary or its nominee will
credit on its book-entry registration and transfer system the respective
principal amounts of the individual Debt Securities represented by that global
security to the accounts of persons that have accounts with such Depositary
("Participants"). The underwriters, dealers or agents or May will designate such
accounts. We will limit ownership of beneficial interests in such global
security to Participants or persons that may hold interests through
Participants. The Depositary or its nominee will maintain records showing the
Participants' ownership of and transfers of beneficial interests in global
securities. Each Participant will maintain records showing the ownership of and
transfers of beneficial interests in global securities held through that
Participant. Transfers in ownership must be shown on these records to be
effective. The laws of some states require that certain purchasers of securities
take physical delivery of securities in definitive form. Such limits and laws
may impair the ability to own, pledge or transfer beneficial interests in a
global security.
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So long as the Depositary or its nominee is the registered owner of a
global security, we will consider the Depositary or nominee the sole owner or
holder of the Debt Securities represented by the global security for all
purposes. Except as described below or in the applicable prospectus supplement,
if you own a beneficial interest in a global security:
- you cannot have Debt Securities registered in your own name;
- you cannot receive physical certificates for your interest in the Debt
Securities; and
- you will not be considered an owner or holder of Debt Securities under
the Indenture, and therefore must look to your own bank or brokerage firm
for payments on Debt Securities and protection of your legal rights
relating to the Debt Securities.
We will make payments with respect to Debt Securities represented by a
global security registered in the name of a Depositary to the Depositary. May,
the Guarantor, any trustee, any Paying Agent, the Security Registrar or any
transfer agent for Debt Securities represented by a global security will not be
responsible or liable for any aspect of the records relating to or payments made
on account of beneficial ownership interests in the global security or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
OPTIONAL REDEMPTION
We will describe any optional redemption provisions relating to any series
of Debt Securities in the applicable prospectus supplement for that series of
Debt Securities.
SINKING FUND
We will describe any sinking fund provisions relating to any series of Debt
Securities in the applicable prospectus supplement for that series of Debt
Securities.
CERTAIN RESTRICTIONS
Unless we specify otherwise in the applicable prospectus supplement, there
will not be any covenants in the Indenture or the Debt Securities that would
protect you against a highly leveraged or other transaction involving May or the
Guarantor that may adversely affect you as a Holder of Debt Securities.
RESTRICTED AND UNRESTRICTED SUBSIDIARIES; CERTAIN DEFINITIONS
The Indenture contains certain restrictive covenants that apply to May, the
Guarantor and the Restricted Subsidiaries. Those covenants do not apply to
Unrestricted Subsidiaries. The assets and indebtedness of Unrestricted
Subsidiaries are not consolidated with those of May and its Restricted
Subsidiaries in calculating Consolidated Net Tangible Assets, Funded Debt or
Secured Indebtedness under the Indenture. Investments by May or by its
Restricted Subsidiaries in Unrestricted Subsidiaries are excluded in computing
Consolidated Net Tangible Assets.
"Subsidiary" means a corporation more than 50% of the outstanding Voting
Stock of which is owned, directly or indirectly, by May, by one or more other
Subsidiaries or by May and one or more other Subsidiaries.
"Unrestricted Subsidiaries" are those Subsidiaries defined as such by the
Indenture, i.e., certain finance Subsidiaries acquired or formed subsequent to
the date of the Indenture, 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
Indenture (in each case, unless and until designated as Restricted Subsidiaries
by the Board of Directors pursuant to the Indenture).
"Restricted Subsidiaries" are all Subsidiaries other than Unrestricted
Subsidiaries.
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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 May and its other Wholly-owned Restricted
Subsidiaries. (section 101)
"Consolidated Net Tangible Assets" means the total amount of assets of May
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
- 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
- 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 except guarantees of
such indebtedness or such obligations which are otherwise included
in the definition of Funded Debt, 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 May and its Restricted Subsidiaries. May 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 May or a Restricted Subsidiary, including in such
assets, without limitation, shares of stock or indebtedness of any Subsidiary
owned by May 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 May and its Restricted Subsidiaries, the unsecured Funded Debt
of the Restricted Subsidiaries, exclusive of any unsecured Funded Debt or
Secured Indebtedness owed to May or a Wholly-owned Restricted Subsidiary, and
the Indebtedness to be secured does not exceed 15% of Consolidated Net Tangible
Assets, May 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 May or any of its Restricted Subsidiaries (except to
secure Indebtedness to May 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 May 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 May or of any Restricted Subsidiary
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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)
RESTRICTIONS ON MERGERS
Neither May nor the Guarantor may 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
- 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 Indenture and
- 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 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, if 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, may waive May's and the Guarantor's
compliance with certain restrictive provisions. (section 911) 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 U.S. 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 we or an authorized exchange rate agent may
determine. (section 101)
May, the Guarantor and the Trustee may modify and amend the Indenture with
the consent (1) 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 (2) if 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 aggregate principal amount of the Outstanding Debt Securities of
each series so affected. However, no modification or amendment may, without the
consent of the Holder of each Debt Security who is affected,
- change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Debt Security;
- reduce the principal amount of, or the rate of interest 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;
- change the place or currency of payment of principal or premium or
interest on any Debt Security;
- impair the right to institute suit for the enforcement of any payment on
or with respect to any Debt Security; or
- reduce the percentages of Holders of Debt Securities or of Holders of
Debt Securities of any particular series required to consent to a
modification or amendment of the Indenture.
Any modification or amendment which changes or eliminates any covenant or
other provision of the 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
9
<PAGE> 11
covenant or other provision, shall be deemed not to affect the rights under the
Indenture of the Holders of Debt Securities of any other series. (section 802)
EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect to any
particular series of Debt Securities:
- 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;
- failure to pay any interest installment on any Debt Security of that
series when due that continues for 30 days;
- failure to perform any other covenant of May or the Guarantor, in each
case other than a covenant included in the Indenture solely for the
benefit of series of Debt Securities other than that series, that
continues for 60 days after written notice;
- certain events of bankruptcy, insolvency, or reorganization; and
- any other defaults provided with respect to Debt Securities of that
series. (section 501)
If an Event of Default for any series of Debt Securities occurs and
continues, the Trustee or the Holders of at least 25% in aggregate principal
amount of the Outstanding Debt Securities of the series generally may declare
the entire principal of all the Debt Securities of that series to be due and
payable immediately. In the case of Original Issue Discount Securities, a
specified portion of the principal amount may be due and payable. If that
happens, the Holders of a majority of the aggregate principal amount of the
Outstanding Debt Securities of that series can, subject to certain conditions,
rescind the declaration. (section 502)
The Holder of a Debt Security of any series will have the right to begin
any proceeding with respect to the Indenture or for any remedy only if:
- the Holder has previously given the Trustee written notice of a
continuing Event of Default with respect to that series;
- the Holders of at least 25% in aggregate principal amount of the
Outstanding Debt Securities of that series have made a written request
of, and offered reasonable indemnification to, the Trustee to begin such
proceeding;
- the Trustee has not started such proceeding within 60 days after
receiving the request; and
- the Trustee has not received directions inconsistent with such request
from the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of that series during those 60 days.
However, the Holder of any Debt Security will have an absolute right to receive
payment of principal of and any premium and interest on the Debt Security when
due and to institute suit to enforce such payment. (sections 506 and 509)
DEFEASANCE AND COVENANT DEFEASANCE
When we establish a series of Debt Securities, we can provide that we may
elect either (1) 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 (2) to be released from our obligations with
respect to such Debt Securities described above under "Limitations on Liens,"
and "Restrictions on Mergers" ("covenant defeasance"), if we deposit with the
Trustee, in trust for such purpose, sufficient money, and/or U.S. Government
Obligations or Foreign Government Securities to pay the principal of, and
premium, if any, interest and any other sums due on such Debt Securities, on the
scheduled due dates for these payments. The prospectus supplement will describe
the provisions, if any, permitting such defeasance or covenant defeasance with
respect to any series of Debt Securities and the effect of such defeasance or
covenant defeasance under Federal tax law. (section 403)
10
<PAGE> 12
REGARDING THE TRUSTEE
We engage in banking transactions in the ordinary course of business with
Bank One Trust Company, National Association (successor in interest to The First
National Bank of Chicago).
PLAN OF DISTRIBUTION
We may sell or offer to sell Debt Securities directly or to or through
underwriters, agents or dealers who will be named in the prospectus supplement
or an underwriting syndicate, represented by one or more managing underwriters,
that we will name in the prospectus supplement.
We may distribute Debt Securities from time to time in one or more
transactions and may sell them at a fixed price or prices, which we may change,
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 from us or from purchasers in the form of
discounts, concessions or commissions. Underwriters, agents 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 considered underwriting
discounts and commissions under the Securities Act. We will identify any such
underwriter and describe any such compensation in the prospectus supplement.
We may agree to indemnify underwriters, agents and dealers who participate
in the distribution of Debt Securities against certain liabilities, including
liabilities under the Securities Act.
The Debt Securities are new securities with no established trading market.
If we have not listed a series of Debt Securities offered hereunder 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. We cannot give you any assurance 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 Guarantor
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.
With respect to the unaudited interim financial information for the
quarters ended April 29, 2000 and May 1, 1999, Arthur Andersen LLP has applied
limited procedures in accordance with professional standards for a review of
that information. However, their separate report thereon states that they did
not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their report on that
information should be restricted in light of the limited nature of the review
procedures applied. In addition, the accountants are not subject to the
liability provisions of Section 11 of the Securities Act of 1933 for their
report on the unaudited interim financial information because that report is not
a "report" or a "part" of the registration statement prepared or certified by
the accountants within the meaning of Sections 7 and 11 of the Act.
VALIDITY OF THE DEBT SECURITIES
The validity of the Debt Securities and the Guarantee will be passed upon
for May and the Guarantor, respectively, by Skadden, Arps, Slate, Meagher & Flom
LLP, New York, New York, and for the underwriters or agents by counsel we will
identify in the prospectus supplement. Mrs. Helene L. Kaplan, Esq., of counsel
to Skadden, Arps, Slate, Meagher & Flom LLP, is a member of the Guarantor's
board of directors and owns 17,504 shares of the Guarantor's common stock.
11
<PAGE> 13
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 May and are:
<TABLE>
<S> <C>
Filing Fee for Registration Statement....................... $224,400
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................................. 25,000
Trustee's Fees.............................................. 6,000
Miscellaneous............................................... 4,000
--------
$419,400
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 7 of the New York Business Corporation Law ("NYBCL") and a
provision of May's By-Laws provide for indemnification of directors and officers
under certain conditions including the possibility of indemnification against
liabilities under the Securities Act.
Section 145 of the Delaware General Corporation Law ("DGCL") provides
generally and in pertinent part that a Delaware corporation may indemnify its
directors and officers against expenses, judgments, fines and settlements
actually and reasonably incurred by them in connection with any civil suit or
action, except actions by or in the right of the corporation, or any
administrative or investigative proceeding, if, in connection with the matters
in issue, they acted in good faith and in a manner they reasonably believed to
be in, or not opposed to, the best interests of the corporation, and in
connection with any criminal suit or proceeding, if in connection with the
matters in issue, they had no reasonable cause to believe their conduct was
unlawful. Section 145 further provides that, in connection with the defense or
settlement of any action by or in the right of the corporation, a Delaware
corporation may indemnify its directors and officers against expenses actually
and reasonably incurred by them if, in connection with the matters in issue,
they acted in good faith in a manner they reasonably believed to be in, or not
opposed to, the best interests of the corporation, and without negligence or
misconduct in the performance of their duties to the corporation. Section 145
further permits a Delaware corporation to grant its directors and officers
additional rights of indemnification through by-law provisions and otherwise.
Article Eleventh of the Amended and Restated Certificate of Incorporation
of the Guarantor (the "Guarantor Charter") and Article VI of Guarantor's By-Laws
provide that the Guarantor shall indemnify its directors and officers to the
fullest extent permitted by the DGCL. Section 102(b)(7) of the DGCL provides
that a certificate of incorporation may contain a provision eliminating or
limiting the personal liability of a director to the corporation or its
shareowners for monetary damages for breach of fiduciary duty as a director
provided that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its shareowners; (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii) under
Section 174 of the DGCL (relating to liability for unauthorized acquisitions or
redemptions of or dividends on, capital stock); or (iv) for any transaction from
which the director derived an improper personal benefit. Article Tenth of the
Guarantor Charter contains such a provision.
The Guarantor and May have entered into indemnification agreements with
their respective directors and certain executive officers. Each indemnification
agreement provides, among other things, (1) for indemnification to the fullest
extent permitted by law against all expenses, judgments, fines and penalties
incurred in
II-1
<PAGE> 14
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 DGCL, in the case of the Guarantor, and under the NYBCL, in
the case of May; (2) 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 Guarantor or May, as
applicable, shall be entitled to be reimbursed by the indemnitee for all such
amounts previously paid; (3) for the creation of a trust for the benefit of the
indemnitee in the event of a potential change in control of the Guarantor or
May, as applicable, which shall be funded from time to time at the request of
the indemnitee in an amount sufficient to satisfy the Guarantor's or May's, as
applicable, indemnification obligations under the agreement; and (4) that no
legal action be brought and no cause of action be asserted by or on behalf of
the Guarantor, or May, as applicable, against the indemnitee after the
expiration of the earlier of the applicable statute of limitations or two years
after 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
Guarantor or May. In addition, the Guarantor 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>
<S> <C>
1.1. Form of Distribution Agreement (incorporated herein by
reference to Exhibit 1 to May'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 1.1 to the Guarantor's Current Report
on Form 8-K, File No. 1-79, dated July 14, 2000).
4.1. Conformed copy of Indenture dated as of June 17, 1996 among
May, the Guarantor and Bank One Trust Company, National
Association (successor in interest to The First National
Bank of Chicago), as Trustee (incorporated herein by
reference to Exhibit 4.1 to Registration Statement No.
333-06171).
5. Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
12. Computation of Ratio of Earnings to Fixed Charges
(incorporated herein by reference to Exhibit 12 to the
Guarantor's Quarterly Report on Form 10-Q, File No. 1-79,
for the period ended April 29, 2000).
23.1. Consent of Arthur Andersen LLP.
23.2. Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in their opinion filed as Exhibit 5 to this
Registration Statement).
24. Powers of Attorney.
25.1. Statement of Eligibility of Trustee (Bank One Trust Company,
National Association).
</TABLE>
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 registrants hereby undertake:
(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
Securities 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the
II-2
<PAGE> 15
form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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 registrants 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
Securities 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 which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of a 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 Securities Act
may be permitted to directors, officers and controlling persons of each of the
registrants pursuant to the foregoing provisions, or otherwise, each of the
registrants has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the respective registrant of expenses
incurred or paid by a director, officer or controlling person of the respective
registrant in the successful defense of any action, suit or proceeding) is
asserted against the respective registrant by such director, officer or
controlling person in connection with the securities being registered, the
respective registrant will, unless in the opinion of its respective 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 Securities Act and will be governed by
the final adjudication of such issue.
II-3
<PAGE> 16
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, 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 3RD DAY OF
AUGUST, 2000.
THE MAY DEPARTMENT STORES COMPANY
(a New York corporation)
By /S/ RICHARD A. BRICKSON
----------------------------------
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
--------- ----- ----
<C> <S> <C>
PRINCIPAL EXECUTIVE OFFICER:
* President and Chief Executive August 3, 2000
-------------------------------------------------- Officer
EUGENE S. KAHN
* Director and Chairman of the August 3, 2000
-------------------------------------------------- Board
JEROME T. LOEB
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
* Director, Vice Chairman and August 3, 2000
-------------------------------------------------- Chief Financial Officer
JOHN L. DUNHAM
* Director, Senior Vice August 3, 2000
-------------------------------------------------- President and Treasurer
JAN R. KNIFFEN
</TABLE>
*By /S/ RICHARD A. BRICKSON
------------------------------
RICHARD A. BRICKSON
ATTORNEY-IN-FACT
II-4
<PAGE> 17
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, 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 3RD DAY OF
AUGUST, 2000.
THE MAY DEPARTMENT STORES COMPANY
(a Delaware corporation)
By /S/ RICHARD A. BRICKSON
----------------------------------
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
--------- ----- ----
<C> <S> <C>
PRINCIPAL EXECUTIVE OFFICER:
* Director, President and Chief August 3, 2000
----------------------------------------------------- Executive Officer
EUGENE S. KAHN
* Director and Chairman of the August 3, 2000
----------------------------------------------------- Board
JEROME T. LOEB
* Director and Vice Chairman August 3, 2000
-----------------------------------------------------
ANTHONY J. TORCASIO
* Director and Executive Vice August 3, 2000
----------------------------------------------------- President of Acquisitions
R. DEAN WOLFE and Real Estate
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
* Director, Vice Chairman and August 3, 2000
----------------------------------------------------- Chief Financial Officer
JOHN L. DUNHAM
* Director August 3, 2000
-----------------------------------------------------
MARSHA J. EVANS
* Director August 3, 2000
-----------------------------------------------------
HELENE L. KAPLAN
* Director August 3, 2000
-----------------------------------------------------
JAMES M. KILTS
* Director August 3, 2000
-----------------------------------------------------
RUSSELL E. PALMER
* Director August 3, 2000
-----------------------------------------------------
WILLIAM D. PEREZ
* Director August 3, 2000
-----------------------------------------------------
MICHAEL R. QUINLAN
* Director August 3, 2000
-----------------------------------------------------
WILLIAM P. STIRITZ
* Director August 3, 2000
-----------------------------------------------------
ROBERT D. STOREY
* Director August 3, 2000
-----------------------------------------------------
EDWARD E. WHITACRE, JR.
</TABLE>
*By /S/ RICHARD A. BRICKSON
------------------------------
RICHARD A. BRICKSON
ATTORNEY-IN-FACT
II-5
