SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 11, 1995
BROADWAY STORES, INC.
3880 North Mission Road
Los Angeles, California 90031
(213) 227-2000
Delaware 1-8765 94-0457907
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(State of Incorporation) (Commission File No.) (IRS Id. No.)
Exhibit Index on Page 6
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Item 1. Changes in Control of the Registrant.
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Broadway Stores, Inc. ("Broadway") is the surviving corporation in the
merger described in Item 2 below. The information set forth in Item 2 below
is incorporated herein by this reference.
Item 2. Acquisition or Disposition of Assets.
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On October 11, 1995, a wholly owned subsidiary ("Newco") of Federated
Department Stores, Inc. ("Federated") merged with and into Broadway Stores,
Inc. ("Broadway") pursuant to an Agreement and Plan of Merger, dated as of
August 14, 1995 (the "Merger Agreement"), among Broadway, Federated, and
Newco. At the effective time of such merger (the "Merger"), among other
things, (i) each then-outstanding share of common stock of Broadway ("Common
Stock") was converted into the right to receive 0.27 shares of common stock
of Federated ("Federated Common Stock"), (ii) each then-outstanding share of
Series A Preferred Stock of Broadway was converted into the right to receive
one one-thousandth of a share of new Series A Preferred Stock of Broadway (as
the surviving corporation in the Merger), and (iii) each then-outstanding
share of common stock of Newco was converted into 370.44 shares of common
stock of Broadway (as the surviving corporation in the Merger).
Immediately following the Merger, Federated owned all 37,044
outstanding shares of the common stock of Broadway, which shares, after giving
effect to the issuance pursuant to the Merger of shares of new Series A
Preferred Stock of Broadway, represented approximately 98.0% of the total
combined voting power of the outstanding capital stock of Broadway. Prior to
the Merger, Zell/Chilmark Fund, L.P. owned outstanding shares of Broadway
Common Stock that represented approximately 53.0% of the total combined voting
power of Broadway's outstanding capital stock. Pursuant to the Merger
Agreement, the Board of Directors of Broadway was reconstituted upon the
consummation of the Merger to consist of Messrs. Dennis J. Broderick,
John R. Sims, and James M. Zimmerman (the members of the Board of Directors
of Newco immediately prior to the Merger), each of whom is an employee of
Federated.
Prior to the Merger, Broadway operated department stores that sold a
wide range of merchandise, including women's, men's, and children's apparel,
cosmetics, home furnishings, and other consumer goods. The assets of
Broadway used in such business prior to the Merger included, among others,
interests in real estate and improvements thereon, store fixtures, and
equipment. Although Broadway anticipates that a number of its
stores will be disposed of, as of the date hereof Broadway had not entered
into any agreements providing for such dispositions and there can be no
assurance that Broadway will do so or as to the
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timing or terms thereof.
The common stock of Broadway owned by Federated as a result of the
Merger will be pledged to secure the outstanding indebtedness of Federated
under a credit agreement with a syndicate of banks for which Citibank, N.A.
acts as administrative agent and Chemical Bank acts as agent.
Item 4. Change in Registrant's Certifying Accountant.
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Prior to the Merger, Price Waterhouse LLP ("Price Waterhouse") served as
the principal accountant to audit Broadway's financial statements and KPMG
Peat Marwick LLP ("Peat Marwick") served as the principal accountant to audit
Federated's financial statements. It is contemplated that, following the
Merger, Peat Marwick will serve as the principal accountant to audit
Broadway's financial statements.
Federated's decision to utilize Peat Marwick as Broadway's principal
independent auditor may be deemed to constitute a dismissal of Price
Waterhouse within the meaning of Item 304(a) of Securities and Exchange
Commission Regulation S-K ("Regulation S-K"). The reports of Price
Waterhouse on Broadway's consolidated financial statements at and for the
fiscal years ended January 28, 1995 and January 29, 1994 made reference to
Broadway's plan of reorganization, which became effective on October 8, 1992,
and to Broadway's utilization of fresh-start reporting to account for the
effects thereof, but were not otherwise qualified or modified as to
uncertainty, audit scope, or accounting principles. Management of Broadway
is not aware of any disagreements between Broadway and Price Waterhouse or
any other matter that would be required to be disclosed herein pursuant to
Item 304(a)(iv) or (v) of Regulation S-K.
As of the date of this report, Broadway's Board of Directors had not
taken any action with respect to the matters discussed above in this Item 4.
However, prior to the time that it was contemplated that Broadway would
become a subsidiary of Federated, Federated's Board of Directors, upon the
recommendation of the Audit Review Committee thereof, appointed Peat Marwick
to audit the books, records, and accounts of Federated and its subsidiaries
for the fiscal year ending February 3, 1996.
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Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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The following exhibits are filed herewith:
2.1 Agreement and Plan of Merger, dated August 14, 1995, among
Broadway, Federated, and Newco (incorporated by referenced
to Exhibit 2.1 to the Proxy Statement/Prospectus included in
Federated's Registration Statement on Form S-4 (Registration
No. 33-62077))
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SIGNATURES
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 thereunto duly authorized.
BROADWAY STORES, INC.
(Registrant)
Date: October 18, 1995 By: /s/ Dennis J. Broderick
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Dennis J. Broderick
Vice President
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EXHIBIT INDEX
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Exhibit
Number Description Page
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2.1 Agreement and Plan of Merger, dated August
14, 1995, among Broadway, Federated, and
Newco (incorporated by referenced to Exhibit
2.1 to the Proxy Statement/Prospectus
included in Federated's Registration
Statement on Form S-4 (Registration No. 33-
62077) --
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