<PAGE> 1
Filed pursuant to Rule 424(b)(5)
Registration No. 333-71413
Registration No. 333-71413-01
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 16, 1999)
$200,000,000
The May Department Stores Company
a New York corporation
8% DEBENTURES DUE 2012
Payment of principal and interest unconditionally guaranteed by
The May Department Stores Company
a Delaware corporation
(the "Guarantor")
------------------------
Interest payable on January 15 and July 15
------------------------
MAY MAY REDEEM ANY OF THE DEBENTURES AT THE REDEMPTION PRICES DESCRIBED IN THIS
PROSPECTUS SUPPLEMENT.
------------------------
PRICE 99.901% AND ACCRUED INTEREST, IF ANY
------------------------
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS COMPANY
-------- ------------- -----------
<S> <C> <C> <C>
Per Debenture............................ 99.901% .675% 99.226%
Total.................................... $199,802,000 $1,350,000 $198,452,000
</TABLE>
The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities, or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The underwriters expect to deliver the debentures to purchasers on July 14,
2000.
------------------------
MORGAN STANLEY DEAN WITTER
CHASE SECURITIES INC.
SALOMON SMITH BARNEY
July 11, 2000
<PAGE> 2
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Use of Proceeds........................ S-3
Recent Developments.................... S-3
Description of Securities.............. S-3
Underwriters........................... S-7
Experts................................ S-8
Legal Matters.......................... S-8
</TABLE>
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PROSPECTUS
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>
------------------------
You should rely only on the information contained in, or incorporated by
reference into, this prospectus supplement and the accompanying prospectus. We
have not authorized anyone to provide you with information different from that
contained in, or incorporated by reference into, this prospectus supplement and
the accompanying prospectus. We are offering to sell the debentures and seeking
offers to buy the debentures only in jurisdictions where offers and sales are
permitted. The information contained in, or incorporated by reference into, this
prospectus supplement and the accompanying prospectus is accurate only as of the
dates of this prospectus supplement and the accompanying prospectus, regardless
of the time of delivery of this prospectus supplement and the accompanying
prospectus or any sale of the debentures. In this paragraph, "we" refers to both
May and the Guarantor.
S-2
<PAGE> 3
USE OF PROCEEDS
May intends to use the net proceeds from the sale of the debentures for the
acquisition of David's Bridal, Inc., for stock repurchases, to repay a portion
of our outstanding commercial paper and other short-term indebtedness, capital
expenditures, working capital needs and other general corporate purposes,
including investments and acquisitions.
RECENT DEVELOPMENTS
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. With the acquisition, May will operate
532 store locations with sales in excess of $14 billion in 40 states, the
District of Columbia and Puerto Rico by fiscal year-end 2000.
DESCRIPTION OF SECURITIES
The debentures are to be issued under an Indenture (the "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) (the "Trustee"). This description supplements the description of the
general terms and provisions of the debentures and the Indenture set out in the
accompanying prospectus under the heading "Description of Debt Securities." The
following summaries of certain provisions of the Indenture do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all provisions of the Indenture, including the definitions therein of
certain terms. Wherever particular sections or defined terms of the Indenture
are referred to, it is intended that those sections or defined terms shall be
incorporated herein by reference.
GENERAL
The debentures will be initially limited to $200,000,000 aggregate
principal amount and will mature on July 15, 2012.
The debentures will bear interest at the rate per annum shown on the cover
page of this prospectus supplement from July 14, 2000, or from the most recent
Interest Payment Date to which interest has been paid or provided for, payable
semi-annually on January 15 and July 15 of each year, commencing January 15,
2001, to the persons in whose names the debentures are registered at the close
of business on the first day of January or July, as the case may be, next
preceding such Interest Payment Date.
Ownership of beneficial interests in the debentures will be shown on, and
the transfer of that ownership will be effected only through, records maintained
by the Depositary for the debentures. Payment with respect to the debentures
represented by a Book-Entry Security will be made to the Depositary as the
registered owner of the debentures.
REDEMPTION
The debentures will be redeemable, in whole or from time to time in part,
at the option of May 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
S-3
<PAGE> 4
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.
"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 for 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 May.
"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 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, Chase Securities 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"), May 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 May 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 May'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.
APPLICATION OF DEFEASANCE PROVISIONS
The debentures are subject to defeasance and covenant defeasance as
described under "Description of Debt Securities -- Defeasance and Covenant
Defeasance" in the accompanying prospectus.
To elect defeasance or covenant defeasance May is required to deliver to
the Trustee an opinion of counsel to the effect that the deposit of money and/or
U.S. Government Obligations (as defined) in the trust
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<PAGE> 5
created when May elects defeasance or covenant defeasance will not cause the
Holders of the debentures to recognize income, gain or loss for Federal income
tax purposes.
BOOK-ENTRY SYSTEM
The debentures initially will be represented by one or more book-entry
securities (the "Book-Entry Securities") deposited with The Depository Trust
Company ("DTC") and registered in the name of a nominee of DTC. The term
"Depositary" refers to DTC or any successor depositary. Except as set forth
below, the debentures will be available for purchase in denominations of $1,000
and integral multiples thereof in book-entry form only. Except in the limited
circumstances as described under "Description of the Debt Securities -- Global
Securities" in the prospectus, owners of beneficial interests in the Book-Entry
Securities will not be entitled to have debentures represented by those
Book-Entry Securities registered in their names, will not receive or be entitled
to receive physical delivery of those debentures in definitive form, and will
not be considered the owners or holders thereof under the Indenture.
DTC has advised May that it is a limited-purpose trust company created to
hold securities for its participating organizations (the "Participants") and to
facilitate the clearance and settlement of securities transactions in those
securities between Participants through electronic book-entry changes in
accounts of the Participants, thereby eliminating the need for physical movement
of securities certificates. Participants include securities brokers and dealers
(including the underwriters), banks, trust companies, clearing corporations and
certain other organizations, that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("Indirect
Participants"). Persons who are not Participants may beneficially own securities
held by the Depositary only through Participants or Indirect Participants.
The Depositary advises that its established procedures provide that (1)
upon issuance of the debentures by May, the Depositary will credit the accounts
of Participants designated by the underwriters with the principal amounts of the
debentures purchased by the underwriters, and (2) ownership of interests in that
Book-Entry Security will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the Depositary, the Participants
and the Indirect Participants. The laws of some states require that certain
persons take physical delivery in definitive form of securities which they own.
Consequently, the ability to transfer beneficial interests in each Book-Entry
Security is limited to that extent.
So long as a nominee of the Depositary is the registered owner of each
Book-Entry Security, that nominee for all purposes will be considered the sole
owner or holder of the debentures under the Indenture. Except as provided below,
owners of beneficial interests in the Book-Entry Securities will not be entitled
to have debentures registered in their names, will not receive or be entitled to
receive physical delivery of debentures in definitive form, and will not be
considered the owners or holders thereof under the Indenture.
None of May, the Trustee, any paying agent or the Security Registrar will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests in the Book-Entry
Securities or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
For additional information regarding the Book-Entry System, see
"Description of the Debt Securities -- Global Securities" in the Prospectus.
ADDITIONAL DEBENTURES
The debentures are initially being offered in the aggregate principal
amount of $200,000,000. We may, without the consent of the holders of the
debentures, create and issue additional debentures ranking equally with the
debentures in all respects, including having the same CUSIP number, so that such
additional debentures shall be consolidated and form a single series with the
debentures and shall have the same terms as to status, redemption or otherwise
as the debentures. No additional debentures may be issued if an Event of Default
has occurred and is continuing with respect to the debentures.
S-5
<PAGE> 6
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the debentures will be made by the underwriters in
immediately available funds. All payments of principal and interest will be made
by May in immediately available funds or the equivalent. The debentures will
trade in the Depositary's Same-Day Funds Settlement System until maturity, and
secondary market trading activity in the debentures will therefore be required
by the Depositary to settle in immediately available funds.
S-6
<PAGE> 7
UNDERWRITERS
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated July 11, 2000, the underwriters named below have severally
agreed to purchase, and May has agreed to sell to them, severally, the
respective principal amounts of debentures set forth below.
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
NAME DEBENTURES
---- ------------
<S> <C>
Morgan Stanley & Co. Incorporated........................... $ 92,000,000
Chase Securities Inc. ...................................... 54,000,000
Salomon Smith Barney Inc. .................................. 54,000,000
------------
Total.................................................. $200,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the several
underwriters to pay for and accept delivery of the debentures are subject to,
among other things, the approval of certain legal matters by counsel and to
certain other conditions.
The underwriters initially propose to offer part of the debentures directly
to the public at the public offering price set forth on the cover page hereof
and part to certain dealers at a price which represents a concession, not in
excess of .425% of the principal amount of the debentures. Any underwriter may
allow, and those dealers may reallow, a concession, not in excess of .250% of
the principal amount of the debentures. After the initial offering of the
debentures, the offering price and other selling terms may from time to time be
varied by the underwriters.
May and the Guarantor have agreed to indemnify the several underwriters
against certain liabilities, including liabilities under the Securities Act of
1933, as amended.
May has agreed not to offer, sell, contract to sell or otherwise dispose of
any of its debt securities substantially similar to the debentures during the
period beginning on the date of this prospectus supplement and continuing to and
including the date the debentures are delivered to the underwriters, without the
prior written consent of Morgan Stanley & Co. Incorporated, Chase Securities
Inc. and Salomon Smith Barney Inc.
May does not intend to apply for listing of the debentures on a national
securities exchange, but has been advised by the several underwriters that those
firms presently intend to make a market in the debentures as permitted by
applicable laws and regulations. The underwriters are not obligated, however, to
make a market in the debentures, and any such market making may be discontinued
at any time at the sole discretion of the underwriters. Accordingly, no
assurance can be given as to the liquidity of, or trading markets for, the
debentures.
May estimates that it will spend approximately $125,000 for printing,
rating agency, trustee and legal fees and other expenses related to this
offering.
Certain of the underwriters and their affiliates engage in transactions
with and perform services for May and the Guarantor in the ordinary course of
business and have engaged, and may in the future engage, in investment banking
and commercial banking transactions with May and the Guarantor. Helene L.
Kaplan, a director of Guarantor, is a director of The Chase Manhattan
Corporation and The Chase Manhattan Bank, which are affiliates of Chase
Securities Inc.
In order to facilitate the offering of the debentures, the underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price of
the debentures. Specifically, the underwriters may overallot in connection with
the offering, creating a short position in the debentures for their own account.
In addition, to cover overallotments or to stabilize the price of the
debentures, the underwriters may bid for, and purchase, the debentures in the
open market. Finally, the underwriting syndicate may reclaim selling concessions
allowed to an underwriter or a dealer for distributing the debentures in the
offering, if the syndicate repurchases previously distributed debentures in
transactions to cover syndicate short positions, in stabilization transactions
or otherwise. Any of these activities may stabilize or maintain the market price
of the debentures
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<PAGE> 8
above independent market levels. The underwriters are not required to engage in
these activities, and may end any of these activities at any time.
EXPERTS
The consolidated financial statements and schedules of the Guarantor
included or incorporated by reference in its Annual Report on Form 10-K for the
fiscal year ended January 29, 2000, incorporated by reference in the 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.
LEGAL MATTERS
The validity of the debentures offered hereby will be passed upon for May
by Skadden, Arps, Slate, Meagher & Flom LLP and for the underwriters by Davis
Polk & Wardwell. Helene L. Kaplan, 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, with the associated rights attached
thereto.
S-8
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PROSPECTUS
$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.
------------------------
February 16, 1999
<PAGE> 10
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
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>
------------------------
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.
------------------------
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 31, 1998.
(b) The Guarantor's Quarterly Reports on Form 10-Q for the quarters
ended May 2, 1998, August 1, 1998 and October 31, 1998.
(c) The Guarantor's Current Reports on Form 8-K dated February 12, 1998,
March 20, 1998, April 22, 1998, September 22, 1998, September 29,
1998, October 28, 1998, October 30, 1998 and November 13, 1998.
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.
2
<PAGE> 11
------------------------
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 393 department stores in 32 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.
May was organized under the laws of the State of New York on June 4, 1910.
We employ approximately 125,000 people in 32 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.
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.
3
<PAGE> 12
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.
<TABLE>
<CAPTION>
39 WEEKS ENDED FISCAL YEAR(1)
----------------------------- ------------------------------------
OCT. 31, 1998 NOV. 1, 1997 1997 1996 1995 1994 1993
------------- ------------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges(2).... 3.2 2.9 4.3 4.3 4.3 4.4 3.9
=== === === === === === ===
</TABLE>
------------
(1) Fiscal years 1997, 1996, 1995, 1994 and 1993 ended on January 31, 1998,
February 1, 1997, February 3, 1996, January 28, 1995 and January 29, 1994,
respectively. 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 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
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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)
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REGARDING THE TRUSTEE
We engage in banking transactions in the ordinary course of business with
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.
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. A member of Skadden, Arps, Slate, Meagher
& Flom LLP beneficially owns 4,000 shares of the Guarantor's common stock. Mrs.
Helene Kaplan, Esq., of counsel to Skadden, Arps, Slate, Meagher & Flom LLP, is
a member of the Guarantor's board of directors and owns 8,910 shares of the
Guarantor's common stock.
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