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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
DAVID'S BRIDAL, INC.
Name of Issuer)
Common Stock, Par Value $.01 per Share
________________________________________
(Title of Class of Securities)
238576102
________________________________________
(CUSIP Number)
Richard A. Brickson, Esq.
The May Department Stores Company
611 Olive Street
St. Louis, Missouri 63101-1799
(314) 342-6423
________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 3, 2000
________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box / /
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
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containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 238576102
1 Name of Reporting Person/I.R.S. Identification No. of Above
Person
THE MAY DEPARTMENT STORES COMPANY
_________________________________________________________________
2. Check the Appropriate Box If a Member of a Group*
(a) / /
(b) / /
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Source of Funds*
WC, OO
_________________________________________________________________
5. Check Box If Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
/ /
_________________________________________________________________
6. Citizenship or Place of Organization
Delaware
_________________________________________________________________
7. Sole Voting Power
None
NUMBER OF ________________________________________
SHARES 8. Shared Voting Power
BENEFICIALLY 7,314,686
OWNED BY _______________________________________
EACH 9. Sole Dispositive Power
REPORTING None
PERSON _______________________________________
WITH 10. Shared Dispositive Power
7,314,686
_________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,314,686
_________________________________________________________________
12. Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares*
/ /
_________________________________________________________________
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13. Percent of Class Represented by Amount in Row (11)
37.6%
_________________________________________________________________
14. Type of Reporting Person*
CO
_________________________________________________________________
*See Instructions Before Filling Out!
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This Statement on Schedule 13D (the "Schedule 13D") relates
to the Agreement and Plan of Merger dated July 3, 2000 (the
"Merger Agreement") by and among The May Department Stores
Company, a Delaware corporation ("May"), Alpha Omega Acquisition,
Inc., a Florida corporation and a wholly owned subsidiary of May,
and David's Bridal, Inc., a Florida corporation ("David's
Bridal"). Pursuant to the Merger Agreement, Alpha Omega
Acquisition, Inc. commenced a tender offer to purchase all of the
outstanding shares of David's Bridal at a price of $20.00 per
share, net to the seller in cash. Following the tender offer,
Alpha Omega Acquisition, Inc. will merge with and into David's
Bridal, with David's Bridal surviving the merger as a wholly
owned subsidiary of May. In the merger, each share of David's
Bridal common stock outstanding immediately prior to the
effective time of the merger (other than shares owned by May or
any subsidiary of May as a result of the tender offer, and other
than shares held by shareholders properly exercising dissenters'
rights) will be converted into the right to receive $20.00 per
share in cash or any greater per share price paid in the tender
offer in cash, without interest. The Merger Agreement has been
filed as Exhibit 99(d)(1) to May's Schedule TO, filed with the
SEC on July 10, 2000 and is incorporated herein by reference.
The Offer to Purchase setting forth the terms of the tender offer
has been filed as Exhibit 99(a)(1) to May's Schedule TO, filed on
July 10, 2000 and is incorporated herein by reference.
This Schedule 13D also relates to the Shareholder Agreements,
dated July 3, 2000, between May and the following David's Bridal
shareholders: Clipper/Merchant Partners, L.P., Clipper Equity
Partners I, L.P., Clipper/Merban, L.P., Clipper Capital
Associates, L.P., Clipper/European Re, L.P., Gary Erlbaum,
Erlbaum Family L.P., Trust of S. H. Erlbaum, Adam Erlbaum Trust,
Michael Erlbaum, MCE Family Limited Partnership, Steven Erlbaum,
Robert Huth, Steven Sidewater, Grantor Retained Annuity Trust of
Steven J. Sidewater, SPWJ Associates, L.P., Wendy Sidewater
Trust, Peter Sidewater Trust and Nancy Sidewater Trust
(collectively, the "Shareholder Agreements"). Pursuant to the
Shareholder Agreements, each shareholder agreed, among other
things, to tender 90% of his/its shares in the tender offer, to
irrevocably appoint May or any designee of May its proxy to vote
90% of his/its shares in favor of the merger and to irrevocably
grant to May an option to purchase 90% of his/its shares at the
same purchase per share provided for in the Merger Agreement. The
form of Shareholder Agreement entered into with each of the
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listed shareholders is attached hereto as Exhibit 7.1. The form
includes a schedule that sets forth the name, notice address and
shares for each shareholder.
Item 1. Security And Issuer.
This Schedule 13D relates to the common stock, par value
$.01 per share, of David's Bridal. David's Bridal's principal
executive office is located at 1001 Washington Street,
Conshohocken, Pennsylvania 19428.
Item 2. Identity And Background.
(a)-(c), (f) The May Department Stores Company is a Delaware
corporation. Its principal business address and its principal
executive office is at 611 Olive Street, St. Louis, Missouri
63101. All executive officers and directors of May are citizens
of the United States. The name, business address and present
principal occupation (including the name and address of the
corporation or organization in which such employment is
conducted) of each executive officer and director is set forth in
Schedule A to this Schedule 13D.
(d)-(e) During the last five years neither May nor, to the
best of its knowledge, any of its executive officers and
directors (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii)
was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgement, decree or final order enjoining
future violations or, or prohibiting activities subject to,
federal or state securities laws or finding any violation of such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth in Sections 3.1 ("Conversion of
Shares") and 3.2 ("Exchange of Certificates") of the Merger
Agreement, in Section 9 ("Source and Amount of Funds") in the
Offer to Purchase, and in Section 10 of each of the Shareholder
Agreements is incorporated herein by reference.
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Item 4. Purpose of the Transaction.
(a)-(j) The purpose of the Merger Agreement is for May to
acquire the entire equity interest in David's Bridal. The
Shareholder Agreements were entered into in connection with the
execution of the Merger Agreement as an inducement to May to
enter into the Merger Agreement. The information set forth in
Article 2 ("The Merger"), Section 6.1 ("Interim Operations of the
Company"), and Section 6.4 ("Election") of the Merger Agreement
and in Section 11 (The Merger Agreement; Other Arrangements") and
Section 12 ("Purpose of the Offer; Plans for the Company") of the
Offer to Purchase is incorporated herein by reference.
Item 5. Interest in the Securities of the Issuer.
(a) Pursuant to the Shareholder Agreements, May may be
deemed beneficial owner of 7,314,686 shares of David's Bridal
common stock (the "Shares") (constituting 37.6% of the
outstanding shares of common stock of David's Bridal, based on
the number of shares outstanding on July 3, 2000, as set forth in
the Merger Agreement).
(b) May may be deemed to have sole voting power with
respect to none of the Shares; has shared voting power with
respect to 7,314,686 of the Shares; has sole dispositive power
with respect to none of the Shares; and has shared dispositive
power with respect to 7,314,686 of the Shares.
(c) Except as described herein neither May nor, to the best
of its knowledge, any of its executive officers and directors has
effected any transactions in the David's Bridal common stock
during the past 60 days.
(d) Except as set forth in this Schedule 13D, May does not
know of any other person who has the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, the Shares beneficially owned by May.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Except for the Merger Agreement and the Shareholder
Agreements, none of the persons named in Item 2 has any
contracts, arrangements, understandings or relationships (legal
or otherwise) with any persons with respect to any securities of
the Issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of
proxies.
Item 7. Material to Be Filed as Exhibits.
Exhibit
No. Description
7.1 Form of Shareholder Agreement, dated July 3, 2000,
between The May Department Stores Company and certain
shareholders of David's Bridal, Inc.
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Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
The May Department Stores Company
By: /s/ Richard A. Brickson
Name: Richard A. Brickson
Title: Secretary
Dated: July 14, 2000
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Exhibit Index
Exhibit
No. Description
7.1 Form of Shareholder Agreement, dated July 3, 2000,
between The May Department Stores Company and certain
shareholders of David's Bridal, Inc.
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Schedule A
John L. Dunham
Vice Chairman and Chief Financial Officer
The May Department Stores Company
611 Olive Street
St. Louis, Missouri 63101
Marsha J. Evans
National Executive Director
Girl Scouts of the U.S.A.
420 Fifth Avenue
New York, New York 10018
Eugene S. Kahn
President and Chief Executive Officer
The May Department Stores Company
611 Olive Street
St. Louis, Missouri 63101
Helene L. Kaplan
Of Counsel
Skadden, Arps, Slate, Meagher & Flom, LLP
919 Third Avenue
New York, New York 10022
James M. Kilts
President and Chief Executive Officer
Nabisco Inc.
7 Campus Drive
Parsippany, New Jersey 07054
Jerome T. Loeb
Chairman of the Board
The May Department Stores Company
611 Olive Street
St. Louis, Missouri 63101
Russell E. Palmer
Chairman and Chief Executive Officer
The Palmer Group
3600 Market Street, Suite 530
Philadelphia, Pennsylvania 19104
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William D. Perez
President and Chief Executive Officer
S.C. Johnson & Son, Inc.
1525 Howe Street, Mail Station #78
Racine, Wisconsin 53403
Michael R. Quinlan
Chairman of the Executive Committee
McDonald's Corporation
Kroc Drive
Oak Brook, Illinois 60523
William P. Stiritz
Chairman of the Board, Chief Executive Officer and President
Agribrands International, Inc.
9811 South Forty Drive
St. Louis, Missouri 63124
Robert D. Storey
Partner
Thompson Hine & Flory LLP
3900 Society Center
127 Public Square
Cleveland, Ohio 44114-1216
Anthony J. Torcasio
Vice Chairman
The May Department Stores Company
611 Olive Street
St. Louis, Missouri 63101
Edward E. Whitacre, Jr.
Chairman and Chief Executive Officer
SBC Communications Inc.
175 East Houston, Suite 1300
San Antonio, Texas 78205
R. Dean Wolfe
Executive Vice President, Acquisitions and Real Estate
The May Department Stores Company
611 Olive Street
St. Louis, Missouri 63101
