<PAGE>
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 5, 2000
Date of earliest event reported: May 31, 2000
THE MAY DEPARTMENT STORES COMPANY
(Exact name of Registrant as specified in its charter)
Delaware I-79 43-1104396
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
611 Olive Street, St. Louis, Missouri 63101
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(314) 342-6300
Page 1
<PAGE>
Item 5. Other Events.
On June 5, 2000 , The May Department Stores Company, a New
York corporation ("May-NY"), which is a wholly-owned subsidiary
of the Registrant, completed the sale of $200,000,000 principal
amount of its 8-1/2% Debentures due June 1, 2019, (the
"Securities"). The payment of principal of and interest on the
Securities are unconditionally guaranteed by the Registrant. The
Securities will be represented by one or more book-entry
securities registered in the name of the nominee of The
Depository Trust Company, which will act as the Depositary. May-
NY intends to use the net proceeds from the sale of the
Securities for stock repurchases, capital expenditures, working
capital needs and other general corporate purposes, including
investments and acquisitions.
The Securities were issued under the terms of an Indenture,
dated as of June 17, 1996, among the Registrant, May-NY and Bank
One Trust Company, National Association (successor in interest to
The First National Bank of Chicago), as Trustee.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following documents are filed as Exhibits.
Exhibit No. Exhibit
1.1 Underwriting Agreement, dated
May 31, 2000, among the Registrant,
May-NY, Morgan Stanley & Co. Incorporated,
Banc One Capital Markets, Inc. and Salomon
Smith Barney Inc.
4.1 Specimen of global certificate for
8-1/2% Debentures due June 1, 2019
Page 2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
THE MAY DEPARTMENT STORES COMPANY
Dated: June 5, 2000 By: /s/ Richard A. Brickson
Richard A. Brickson
Secretary and Senior Counsel
Page 3
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit
1.1 Underwriting Agreement, dated
May 31, 2000, among the Registrant,
May-NY, Morgan Stanley & Co. Incorporated,
Banc One Capital Markets, Inc. and Salomon
Smith Barney Inc.
4.1 Specimen of global certificate for
8-1/2% Debentures due June 1, 2019
Page 4
<PAGE>
