BROADWAY STORES INC, DEFM14C, 1996-03-28

BROADWAY STORES INC
DEFM14C, 1996-03-28
DEPARTMENT STORES

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES
EXCHANGE ACT OF 1934

Check the appropriate box:

[ ] Preliminary information statement

[X] Definitive information statement

BROADWAY STORES, INC.
(Name of Registrant as Specified in Its Charter)

Payment of filing fee (Check the appropriate box):

[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii) or 14c-5(g).
[X] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

(1) Title of each class of securities to which transaction
applies: Series A Preferred Stock
(2) Aggregate number of securities to which transaction applies:
756,000*

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: $0.50

(4) Proposed maximum aggregate value of transaction: $378,000*

(5) Total fee paid: $75.60

[ ] Fee paid previously with preliminary materials.

[X] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid: $75.60

(2) Form, Schedule or Registration Statement No.: Schedule 13E-3
and Amendment No. 1 to Schedule 13E-3

(3) Filing party: Broadway Stores, Inc. and Federated Department
Stores, Inc.

(4) Date filed: February 20, 1996 and March 28, 1996

______________________

* The amounts shown were estimated solely for purposes of calculating the
filing fee.

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BROADWAY STORES, INC.

NOTICE OF ACTION BY WRITTEN CONSENT AND
AVAILABILITY OF APPRAISAL RIGHTS AND
CERTAIN OTHER MATTERS

To the Holders of Series A Preferred Stock of

Broadway Stores, Inc. as of March 20, 1996

NOTICE IS HEREBY GIVEN pursuant to Sections 228(d) and 262(d)(2) of
the General Corporation Law of the State of Delaware (the "DGCL"), that the
merger (the "Merger") of a wholly owned subsidiary ("Merger Sub") of Federated
Department Stores, Inc. ("Federated") with and into Broadway Stores, Inc.
("Broadway") has been approved pursuant to a written consent signed by the
holder of a majority of the outstanding stock of Broadway entitled to vote
thereon and is expected to become effective on April 17, 1996 (the time of such
effectiveness being the "Effective Time"). Pursuant to the Agreement and Plan
of Merger ("Merger Agreement"), dated as of March 20, 1996, by and among
Broadway, Federated, and Merger Sub, at the Effective Time (i) each one
one-thousandth of a share of Series A Preferred Stock, par value $0.01 per
share, of Broadway ("Broadway Preferred Stock") outstanding immediately prior
thereto will be converted into the right to receive from Federated $0.50 in
cash (the "Merger Price"), without interest thereon, subject to the rights of
holders thereof to seek an appraisal of their shares, and (ii) Broadway will
become a wholly owned subsidiary of Federated.

BROADWAY'S BOARD OF DIRECTORS BELIEVES THAT THE MERGER PRICE IS
GREATER THAN THE VALUE OF ONE ONE-THOUSANDTH OF A SHARE OF BROADWAY PREFERRED
STOCK (EXCLUSIVE OF ANY ELEMENT OF VALUE ATTRIBUTABLE TO THE MERGER).
BROADWAY'S BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AND
DETERMINED THAT THE MERGER IS FAIR TO HOLDERS OF BROADWAY PREFERRED STOCK .
SEE "SPECIAL FACTORS -- DETERMINATIONS BY THE BOARD; FAIRNESS OF THE MERGER."

IN ORDER TO RECEIVE PAYMENT OF THE MERGER PRICE AFTER THE EFFECTIVE
TIME, A PROPERLY COMPLETED LETTER OF TRANSMITTAL IN THE FORM ENCLOSED HEREWITH,
TOGETHER WITH CERTIFICATES REPRESENTING SHARES (OR FRACTIONS THEREOF) OF
BROADWAY PREFERRED STOCK (INCLUDING, TO THE EXTENT NOT PREVIOUSLY EXCHANGED,
CERTIFICATES WHICH FORMERLY REPRESENTED SHARES OF SERIES A PREFERRED STOCK OF
BROADWAY OUTSTANDING PRIOR TO THE MERGER OF A SUBSIDIARY OF FEDERATED WITH AND
INTO BROADWAY ON OCTOBER 11, 1995 AND WHICH, AS A RESULT OF SUCH MERGER,
PRESENTLY REPRESENT A NUMBER OF SHARES (OR FRACTIONS THEREOF) OF BROADWAY
PREFERRED STOCK EQUAL TO THE NUMBER OF SHARES OF SERIES A PREFERRED STOCK
FORMERLY REPRESENTED THEREBY DIVIDED BY 1,000), MUST BE DELIVERED TO THE BANK
OF NEW YORK, AS PAYING AGENT, BY MAIL, HAND DELIVERY, OR OVERNIGHT COURIER IN
THE MANNER SET FORTH IN THE LETTER OF TRANSMITTAL.

Under the DGCL, persons who are holders of record of Broadway
Preferred Stock have the right to dissent and demand an appraisal of their
shares (or fractions thereof) and to be paid in cash for the appraised value
thereof (which could be less than or greater than the Merger Price). Such
persons who demand to have their shares (or fractions thereof) appraised and
who comply with the other applicable provisions of the DGCL will be entitled to
receive the "fair value" of their shares (or fractions thereof) pursuant to the
procedures discussed more fully in the accompanying Information Statement under
the caption "The Merger -- Appraisal Rights of Dissenting Stockholders." Any
such person who wishes to exercise this right to an appraisal must do so on or
before April 17, 1996, by making a written demand to Broadway. Appraisal
demands will not be accepted unless made by or on behalf of persons who are
holders of record of Broadway Preferred Stock. Reference is made to the
information in the accompanying Information Statement under the caption "The
Merger -- Appraisal Rights of Dissenting Stockholders" and to Annex I attached
thereto for detailed information concerning appraisal rights and the manner in
which they are to be perfected.

Please read carefully the accompanying Information Statement and the
Annexes thereto (which constitute part of this Notice) and the other materials
enclosed herewith for additional information regarding the Merger and related
matters.

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE
FAIRNESS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

BROADWAY STORES, INC.

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INFORMATION STATEMENT

CONCERNING THE MERGER OF
A SUBSIDIARY OF FEDERATED DEPARTMENT STORES, INC.
WITH AND INTO

BROADWAY STORES, INC.

This Information Statement is being sent on March 28, 1996 to the
holders of record of Series A Preferred Stock, par value $0.01 per share
("Broadway Preferred Stock"), of Broadway Stores, Inc. ("Broadway") as of March
20, 1996 in connection with the proposed merger (the "Merger") of Broadway
Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Federated
Department Stores, Inc. ("Federated"), with and into Broadway. The Merger is
to be consummated pursuant to the terms of the Agreement and Plan of Merger
(the "Merger Agreement"), dated as of March 20, 1996, by and among Broadway,
Merger Sub and Federated and in accordance with the General Corporation Law of
the State of Delaware (the "DGCL"). The Merger Agreement was approved by
Broadway's Board of Directors and adopted pursuant to a written consent signed
by Federated, as the holder of all of the issued and outstanding shares of
Common Stock, par value $0.01 per share, of Broadway ("Broadway Common Stock"),
which constitute approximately 98% of the total combined voting power of the
Broadway Common Stock and the Broadway Preferred Stock. As a result of such
written consent, no further action by the stockholders of Broadway is necessary
to approve or consummate the Merger and no such approval is sought. No meeting
of the stockholders of Broadway will be held. The Merger is expected to become
effective on April 17, 1996.

Pursuant to the terms of the Merger Agreement and Section 251 of the
DGCL, at the effective time of the Merger (the "Effective Time") each one-one
thousandth of a share of Broadway Preferred Stock outstanding immediately prior
thereto will be converted into the right to receive from Federated $0.50 in
cash (the "Merger Price"), without interest thereon, subject to the rights of
holders thereof to seek an appraisal of their shares. In order to receive
payment of the Merger Price after the Effective Time, a properly completed
Letter of Transmittal in the form enclosed herewith, together with certificates
representing shares (or fractions thereof) of Broadway Preferred Stock
(including, to the extent not previously exchanged, certificates which formerly
represented shares of Series A Preferred Stock of Broadway outstanding prior to
the merger of a subsidiary of Federated with and into Broadway on October 11,
1995 and which, as a result of such merger, presently represent a number of
shares (or fractions thereof) of Broadway Preferred Stock equal to the number
of shares of Series A Preferred Stock formerly represented thereby divided by
1,000), must be delivered to The Bank of New York, as paying agent, by mail,
hand delivery, or overnight courier in the manner set forth in the Letter of
Transmittal. In the event the Merger Agreement is terminated without the
Merger being consummated, certificates delivered to the paying agent will be
promptly returned.

This Information Statement is accompanied by a notice under Section
228(d) of the DGCL that the Merger has been approved by the holders of a
majority of outstanding stock of Broadway entitled to vote thereon. The
accompanying notice is also a notice of the availability of appraisal rights
pursuant to Section 262(d)(2) of DGCL. Under Section 262 of the DGCL, holders
of Broadway Preferred Stock who do not wish to accept the Merger Price have the
right to seek an appraisal of the "fair value" of their shares (which could be
less than or greater than the Merger Price). For a discussion of the rights of
holders of Broadway Preferred Stock to seek such an appraisal, see "The Merger
- -- Appraisal Rights of Dissenting Stockholders."

This Information Statement is also accompanied by Broadway's Annual
Report on Form 10-K for the fiscal year ended January 28, 1995 and its
Quarterly Report on Form 10-Q for the fiscal quarter ended October 28, 1995.
These reports contain additional information regarding Broadway and should be
read together with the information set forth herein. For a discussion of the
availability of additional reports and other information regarding Broadway and
Federated, see "Additional Information."

NO PROXIES OR CONSENTS ARE BEING SOLICITED IN CONNECTION WITH THE
MERGER AND YOU ARE REQUESTED NOT TO SUBMIT A PROXY OR CONSENT.

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
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<S> <C>
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SPECIAL FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Background of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Terms of Broadway Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Determinations by the Board; Fairness of the Merger . . . . . . . . . . . . . . . . . . . . 4
Purpose of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Interests of Certain Persons in the Merger . . . . . . . . . . . . . . . . . . . . . . . . . 8
Certain Effects of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Absence of Organized Trading Market . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Plans for Broadway After the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
The Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Certain Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Accounting Treatment of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Surrender of Certificates; Payment to Stockholders . . . . . . . . . . . . . . . . . . . . . 11
Appraisal Rights of Dissenting Stockholders . . . . . . . . . . . . . . . . . . . . . . . . 12
Source and Amount of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

CERTAIN INFORMATION CONCERNING BROADWAY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Directors and Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Security Ownership of Certain Beneficial Owners . . . . . . . . . . . . . . . . . . . . . . 15
Selected Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

CERTAIN INFORMATION CONCERNING FEDERATED
AND MERGER SUB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Directors and Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Selected Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Merger Sub . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ANNEX I -- Section 262 of the Delaware General Corporation Law
ANNEX II -- Opinion of Houlihan Lokey Howard & Zukin, Inc.
ANNEX III -- Agreement and Plan of Merger
</TABLE>

(i)

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To the Holders of Series A Preferred Stock of

Broadway Stores, Inc. as of March 20, 1996:

INTRODUCTION

This Information Statement is being furnished to the holders of Series
A Preferred Stock, par value $0.01 per share ("Broadway Preferred Stock"), of
Broadway Stores, Inc. ("Broadway") as of March 20, 1996 (the "Record Date") in
connection with the proposed merger (the "Merger") of Broadway Merger Sub, Inc.
("Merger Sub"), a wholly owned subsidiary of Federated Department Stores, Inc.
("Federated"), with and into Broadway. The Merger is to be consummated
pursuant to the terms of the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of March 20, 1996, by and among Broadway, Merger Sub and
Federated and in accordance with the General Corporation Law of the State of
Delaware (the "DGCL"). The Merger Agreement was approved by Broadway's Board
of Directors and adopted pursuant to a written consent signed by Federated, as
the holder of all of the issued and outstanding shares of Common Stock, par
value $0.01 per share, of Broadway ("Broadway Common Stock"), which constitute
approximately 98% of the total combined voting power of the Broadway Common
Stock and the Broadway Preferred Stock. As a result of such written consent,
no further action by the stockholders of Broadway is necessary to approve or
consummate the Merger and no such approval is sought. No meeting of the
stockholders of Broadway will be held. The Merger is expected to become
effective on April 17, 1996.

SPECIAL FACTORS

BACKGROUND OF THE MERGER

Prior to August 14, 1995, all of the issued and outstanding shares of
common stock of Broadway ("Old Broadway Common Stock") and all of the issued
and outstanding shares of preferred stock of Broadway ("Old Broadway Preferred
Stock") were owned by persons other than Federated. On August 14, 1995,
Broadway, Federated and a wholly owned subsidiary of Federated ("Newco")
entered into a merger agreement (the "1995 Merger Agreement") providing for,
among other things, the merger of Newco with and into Broadway (the "1995
Merger"). Concurrently therewith, Federated and Zell/Chilmark Fund, L.P., the
former majority stockholder of Broadway (the "Majority Stockholder"), entered
into an agreement (the "Stock Agreement") providing for, among other things,
the voting by the Majority Stockholder of all of its shares of Old Broadway
Common Stock in favor of the adoption of the 1995 Merger Agreement and the
grant by the Majority Stockholder to Federated of an option to purchase all of
the Majority Stockholder's shares of Old Broadway Common Stock. Certain events
leading up to the execution of the 1995 Merger Agreement and the Stock
Agreement, insofar as Federated was involved therein, are described below.

On April 20, 1995, Broadway announced that it was exploring the
possible sale of its Southwest Division ("Broadway-Southwest"), which comprised
12 department stores located outside California. Federated, along with a
number of other companies, subsequently entered into a confidentiality
agreement with Broadway and reviewed certain information provided by Broadway
relating to the possible sale of Broadway-Southwest. In May 1995,
representatives of Federated informed representatives of Broadway that
Federated had determined not to pursue the possible purchase of Broadway-
Southwest. At that time, representatives of Federated also informed
representatives of Broadway that Federated might be interested in exploring the
possibility of a larger transaction involving Broadway. During June and July
of 1995, Broadway furnished Federated additional information regarding
Broadway's business and assets. On August 9, 1995, representatives of
Broadway, the Majority Stockholder, and Federated met to discuss a possible
business combination of Broadway and Federated. At that

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meeting, representatives of Federated indicated that Federated had not
concluded its due diligence analysis of Broadway, but based upon its review to
date it would be willing to consider a possible transaction in which Federated
would acquire Broadway in a stock-for-stock merger having a value within a
specified range of possible values. Federated indicated that it would not
proceed to complete its due diligence or negotiate the terms of an acquisition
in that value range unless Federated were given assurances by both Broadway and
the Majority Stockholder that neither of them would simultaneously pursue
alternative transactions or disclose Federated's indicated range of possible
values to third parties. Federated also indicated that the terms of any
transaction would have to be supported by the Majority Stockholder and
otherwise be structured so that the transaction had a high likelihood of
consummation. Representatives of Broadway and the Majority Stockholder
indicated that they were willing to provide Federated with the protections that
Federated requested only in connection with a transaction at the higher end of
Federated's indicated range of possible values. Although no agreements were
then reached with respect to the terms of a possible transaction, at the
conclusion of the meeting on August 9, 1995 representatives of Broadway and the
Majority Stockholder informed representatives of Federated that Broadway and
the Majority Stockholder would negotiate exclusively with Federated for a
limited period of time through Noon, Eastern Time, on August 14, 1995 (which
time was thereafter extended by Broadway and the Majority Stockholder at
Federated's request to the end of the day on August 14, 1995) so as to permit
Federated to conclude its due diligence and the parties to negotiate the terms
of a possible transaction. During the period from August 10, 1995 through
August 14, 1995, Federated completed its due diligence review and Federated and
Broadway engaged in intensive negotiations of the terms of the 1995 Merger
Agreement. The negotiations between Federated and Broadway culminated in the
approval on August 14, 1995 of the 1995 Merger Agreement by each of Federated's
and Broadway's Board of Directors. In the course of those negotiations,
Federated insisted on certain contractual protections to ensure that the 1995
Merger would be consummated, including a requirement that Broadway pay
Federated a termination fee of $100.0 million in the event that the 1995 Merger
were not consummated. Following Broadway's refusal to agree to any termination
fee, Federated indicated that it would be willing to proceed without a
termination fee only on the condition that the Majority Stockholder grant
Federated an option on the Majority Stockholder's shares of Old Broadway Common
Stock and agree to vote those shares in favor of the 1995 Merger. Following
the conclusion of the foregoing negotiations, the relevant parties executed the
1995 Merger Agreement and the Stock Agreement. Additional information
regarding the 1995 Merger is contained in Federated's Registration Statement on
Form S-4 (Registration No. 33-62077), which may be inspected and copied or
obtained as described in "Additional Information."

Following the adoption of the 1995 Merger Agreement by the former
stockholders of Broadway at a special meeting convened for such purpose, the
1995 Merger was consummated on October 11, 1995. At the effective time of the
1995 Merger, (i) each then-outstanding share of Old Broadway Common Stock was
converted into the right to receive 0.27 shares of common stock of Federated
(the "Federated Common Stock"), (ii) each then-outstanding share of Old
Broadway Preferred Stock was converted into one one-thousandth of a share of
Broadway Preferred Stock, and (iii) each then-outstanding share of common stock
of Newco was converted into 370.44 shares of Broadway Common Stock. As a
result of the 1995 Merger, Federated owns all of the outstanding shares of
Broadway Common Stock, which constitute approximately 98% of the total combined
voting power of the Broadway Common Stock and the Broadway Preferred Stock. In
addition, the directors and officers of Newco, each of whom was and continues
to be an employee of Federated, became the directors and officers of Broadway.

The rights and preferences of the Broadway Preferred Stock (which are
described below under "-- Terms of the Broadway Preferred Stock") were designed
such that one one-thousandth of a share of Broadway Preferred Stock would have
rights and preferences substantially identical to those of one share of Old
Broadway Preferred Stock. Prior to the 1995 Merger, each outstanding share of
Old Broadway Preferred Stock was exchangeable for one warrant (an "Old Broadway
Warrant") to purchase one share of Old Broadway Common Stock for a purchase
price of $17.00. As a result of the 1995 Merger, each Old Broadway Warrant
became and continues to be exercisable to purchase 0.27 shares of Federated
Common Stock for a purchase price of $17.00 (i.e., $62.96 per whole share of
Federated Common Stock). Similarly, each one one- thousandth of a share of
Broadway Preferred Stock is exchangeable for one warrant (a "Broadway Warrant")
to purchase 0.27 shares of Federated Common Stock for a purchase price of
$17.00 (i.e., a purchase price equal to $62.96 per whole share of Federated
Common Stock). The last reported sale price for shares of Federated Common
Stock on the New

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York Stock Exchange (the "NYSE") on March 27, 1996, the last trading day prior
to the mailing of this Information Statement, was $32.375.

As described above, the terms of the 1995 Merger Agreement and the
Stock Agreement were negotiated under severe time constraints imposed by
Broadway and the Majority Stockholder and at a time when representatives of
Federated were also engaged in the conduct of a due diligence review of
Broadway's assets, liabilities, businesses, and operations. In addition,
representatives of Federated were concurrently engaged in intensive
negotiations with respect to certain related transactions involving certain of
Broadway's indebtedness. Under these circumstances, it was determined that it
would be both appropriate and expedient to substantially preserve the economic
rights of the holders of shares of Old Broadway Preferred Stock by providing
for the conversion thereof into fractional shares of Broadway Preferred Stock
pursuant to the 1995 Merger, rather than providing for the conversion thereof
into a dissimilar security or other consideration. However, following the
consummation of the 1995 Merger, Broadway determined that certain costs
associated with the Broadway Preferred Stock, including the costs of complying
with certain provisions of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with respect thereto, were quite substantial and likely to
exceed the aggregate value of the Broadway Preferred Stock. In addition,
certain holders of shares (or fractions thereof) of Broadway Preferred Stock,
including participants in certain of Broadway's employee benefit plans, had
complained of the absence of an established trading market for the Broadway
Preferred Stock and had expressed an interest in having their shares (or
fractions thereof) converted into cash. After unsuccessfully seeking a
so-called "no-action" letter from the staff of the Securities and Exchange
Commission (the "Commission") with respect to Broadway's proposed noncompliance
with certain provisions of the Exchange Act with respect to the Broadway
Preferred Stock, Broadway determined to pursue the Merger. See "--
Determinations by the Board; Fairness of the Merger" and "-- Purpose of the
Merger."

TERMS OF BROADWAY PREFERRED STOCK

As a result of the 1995 Merger, Broadway's certificate of
incorporation provides that the authorized capital stock of Broadway consists
of 37,100 shares of Broadway Common Stock, of which 37,044 were issued and
outstanding and owned of record by Federated on the Record Date and 900 shares
of Broadway Preferred Stock, of which 729.6 (or 729,645 one one-thousandths of
a share) were issued and outstanding and owned of record by approximately 2,840
stockholders on the Record Date. The terms of the Broadway Preferred Stock are
summarized briefly below.

Dividends and Distributions. Holders of Broadway Preferred Stock are
entitled to receive, when, as, and if declared by the Board of Directors of
Broadway, annual dividends payable in arrears in cash on September 15 of each
year in an amount equal to $50.00 per whole share (or $0.05 per one
one-thousandth of a share) per annum (and no more). Dividends not declared and
paid do not cumulate and Broadway has no continuing obligation with respect
thereto. Consistent with Broadway's practice in respect of the Old Broadway
Preferred Stock, and irrespective of Broadway's determination to pursue the
Merger, no dividends have been declared or paid on the Broadway Preferred Stock
and none are expected to be declared or paid thereon in the foreseeable future.
In addition, Broadway's credit agreements prohibit Broadway from paying
dividends to its stockholders.

Voting Rights. Each whole share of Broadway Preferred Stock entitles
the holder thereof to one vote on all matters submitted to a vote of the
stockholders of Broadway. Except with respect to certain amendments to
Broadway's certificate of incorporation, the holders of Broadway Preferred
Stock and the holders of Broadway Common Stock vote together as one class on
all matters submitted to a vote of Broadway stockholders. Because the Broadway
Common Stock (all of which is owned by Federated) represents approximately 98%
of the combined voting power of the Broadway Common Stock and the Broadway
Preferred Stock, no vote or consent of the holders of Broadway Preferred Stock
is required for the taking of any corporate action (except with respect to
certain amendments to Broadway's certificate of incorporation).

Liquidation. Upon any liquidation (voluntary or otherwise),
dissolution, or winding up of Broadway, holders of Broadway Preferred Stock are
entitled to a liquidation preference of $250.00 per whole share (or $0.25 per
one one- thousandth of a share) (the "Liquidation Preference") prior to any
distribution being made to the

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<PAGE> 8
holders of shares of stock ranking junior to the Broadway Preferred Stock.
After payment of the Liquidation Preference, holders of Broadway Preferred
Stock are not entitled to any further right or claim to any of the remaining
assets of Broadway. No liquidation, dissolution, or winding up of Broadway is
expected to occur in the foreseeable future.

Optional Redemption. All or any portion of the Broadway Preferred
Stock is redeemable by Broadway, at its option, at any time after October 8,
1999 at a price equal to $250.00 per whole share (or $0.25 per one
one-thousandth of a share). Prior to determining to pursue the Merger, it was
Broadway's intention to effect the redemption of all of the Broadway Preferred
Stock at the earliest possible date.

Exchange. Holders of record of Broadway Preferred Stock are entitled
to exchange, at any time prior to the close of business on October 8, 1999 (or
earlier under certain circumstances) each one one-thousandth of a share of
Broadway Preferred Stock so held for one Broadway Warrant. Each Broadway
Warrant would entitle the holder thereof to purchase Federated Common Stock for
a purchase price equal to $62.96 per whole share of Federated Common Stock.
Such purchase price is approximately 185% of the highest price at which shares
of Federated Common Stock have traded on the NYSE subsequent to Federated's
emergence from bankruptcy proceedings in February 1992 and prior to the date of
this Information Statement, and there can be no assurance that the market price
for shares of Federated Common Stock will exceed such purchase price prior to
the expiration of the Broadway Warrants on October 8, 1999.

As a result of the foregoing terms of the Broadway Preferred Stock,
Broadway believes that, absent the Merger, each one one-thousandth of a share
thereof would have two components of theoretical value: (i) a theoretical
value as preferred stock of Broadway (i.e., the value derived from its
dividend, voting, liquidation, and redemption rights as described above) and
(ii) a theoretical value as a right, following exchange for a Broadway Warrant,
to purchase one share of Federated Common Stock for $62.96. Because Broadway
believes that there is no reasonable expectation that any dividend or
liquidation payments on the Broadway Preferred Stock would be made prior to
October 8, 1999, after which date the Broadway Preferred Stock could be
redeemed at Broadway's option for $0.25 per one one-thousandth of a share,
Broadway believes that the first component of theoretical value does not exceed
the present value of a hypothetical right to receive $0.25 at some date after
October 8, 1999. Because the right to exchange each one one-thousandth of a
share of Broadway Preferred Stock expires on October 8, 1999, Broadway believes
that the two components of theoretical value thereof are mutually exclusive
(i.e., to receive a redemption payment after October 8, 1999, a holder would be
required to forego exchanging shares of Broadway Preferred Stock for Broadway
Warrants prior to that date and, conversely, to exchange shares of Broadway
Preferred Stock for Broadway Warrants on or prior to October 8, 1999, a holder
would be required to forego receiving any redemption payment after such date).
Although Broadway has not attempted to value the Broadway Warrant for which
each one one-thousandth of a share of Broadway Preferred Stock is exchangeable
using the Black-Scholes methodology or any similar valuation technique,
Broadway believes that market prices for the publicly traded Old Broadway
Warrants (which have economic terms that are substantially identical to those
of the Broadway Warrants) provide an appropriate reference for assessing the
second component of theoretical value of the Broadway Preferred Stock (subject
to an appropriate discount to reflect the absence of any established trading
market for the Broadway Preferred Stock and the Broadway Warrants). During the
period from October 11, 1995 to March 27, 1996, the closing sale prices for Old
Broadway Warrants on the NYSE ranged from a low of $0.0625 to a high of $0.4375
and such closing sale price on March 27, 1996 (the last trading day on which
there was active trading in Old Broadway Warrants prior to the mailing of this
Information Statement) was $0.28125. See "-- Determinations by the Board;
Fairness of the Merger."

DETERMINATIONS BY THE BOARD; FAIRNESS OF THE MERGER

At a meeting held on March 6, 1996, Broadway's Board of Directors
unanimously determined (i) to approve the Merger Agreement and the consummation
of the transactions contemplated thereby and (ii) that the Merger is fair to
holders of Broadway Preferred Stock.

Broadway's Board of Directors believes that the Merger Price is
greater than the value of one one-thousandth of a share of Broadway Preferred
Stock (exclusive of any element of value attributable to the

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<PAGE> 9
Merger). See "-- Terms of Broadway Preferred Stock." As a result of that
belief, the liquidity to be provided to the holders of Broadway Preferred Stock
as a result of the Merger, and the substantial cost savings expected to be
realized by Broadway as a result of the Merger, Broadway's Board of Directors
believes that the Merger is fair to the holders of Broadway Preferred Stock.

In reaching its conclusions with respect to the fairness of the Merger
to the holders of Broadway Preferred Stock, Broadway's Board of Directors
considered, among other factors, the following:

(1) The absence of any established trading market for the Broadway
Preferred Stock (see "-- Absence of Organized Trading Market") and the
resultant illiquidity of an investment therein.

(2) The range of prices that certain third parties contacted by
Broadway indicated in December 1995 that they might be willing to pay for the
Broadway Preferred Stock owned by Broadway's 401(k) Savings and Investment Plan
(the "Broadway 401(k) Plan"), i.e., from $0.06 to $0.24 per one one-thousandth
of a share of Broadway Preferred Stock.

(3) The intention of Broadway, consistent with its historical
practice, not to declare or pay any dividends on the Broadway Preferred Stock
in the foreseeable future.

(4) The ability of Broadway to redeem the Broadway Preferred Stock
at a price equal to $0.25 per one one- thousandth of a share of Broadway
Preferred Stock at any time after October 8, 1999.

(5) The price at which the Broadway Warrant for which each one
one-thousandth of a share of Broadway Preferred Stock is exchangeable could be
exercised to purchase Federated Common Stock (i.e., $62.96 per whole share of
Federated Common Stock) relative to recent closing sale prices on the NYSE for
shares of Federated Common Stock (which ranged from a low of $25.00 to a high
of $33.875 during the period from October 11, 1995 to March 27, 1996).

(6) Closing sales prices on the NYSE for the Old Broadway Warrants
(the economic terms of which are substantially identical to those of the
Broadway Warrants for which each one one-thousandth of a share of Broadway
Preferred Stock is exchangeable), which ranged from a low of $0.0625 to a high
of $0.4375 during the period from October 14, 1995 to March 27, 1996, together
with the fact that the value of an Old Broadway Warrant would likely exceed the
value of a Broadway Warrant in light of the NYSE trading market for the former
and the absence of any established trading market for the latter.

In view of the wide variety of factors considered in connection with
its evaluation of the Merger, Broadway's Board of Directors did not find it
practicable to, and did not, quantify or otherwise attempt to assign relative
weights to the specific factors considered in reaching its determination that
the Merger is fair to holders of Broadway Preferred Stock.

Federated also believes that the Merger is fair to the holders of
Broadway Preferred Stock. In reaching its conclusion with respect to such
fairness, Federated has adopted the analysis of Broadway's Board of Directors
described above.

No person was retained as an unaffiliated representative to act on
behalf of holders of Broadway Preferred Stock for purposes of negotiating the
terms of the Merger. Neither Broadway nor Federated has received any report,
opinion, or appraisal from an outside party relating to the Merger Price or the
fairness of the Merger Price to holders of Broadway Preferred Stock, Broadway,
or Federated. However, the Pension and Profit Sharing Committee for the
Broadway 401(k) Plan (the "Plan Committee") obtained an opinion as to the fair
market value of the shares of Broadway Preferred Stock held by the Broadway
401(k) Plan. Although such opinion was not available to or considered by
Broadway's Board of Directors at the time of its evaluation of the Merger,
certain matters relating to such opinion are described below for the
information of the holders of Broadway Preferred Stock.

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<PAGE> 10

Houlihan Lokey Howard & Zukin, Inc. ("Houlihan Lokey") was retained by
the Plan Committee to express an opinion as to the fair market value of the
Broadway Preferred Stock held by the Broadway 401(k) Plan in connection with
the Merger. On March 20, 1996, Houlihan Lokey delivered to the Plan Committee
its written opinion (the "Opinion") which concluded that, as of March 19, 1996
(the "Valuation Date") and based upon and subject to certain matters stated
therein, the fair market value of the shares of Broadway Preferred Stock held
by the Broadway 401(k) Plan was $300.00 per whole share (or $0.30 per one
one-thousandth of a share) of Broadway Preferred Stock. The full text of the
Opinion, which sets forth the material assumptions made, matters considered,
and limitations on the reviews undertaken by Houlihan Lokey in connection
therewith, is attached hereto as Annex II and incorporated herein by this
reference.

In connection with the Opinion, Houlihan Lokey (i) held discussions
with representatives of Broadway and Federated regarding the Broadway Preferred
Stock, (ii) reviewed certain publicly available information regarding Broadway
and Federated, (iii) reviewed historical market prices and trading volume for
certain of Broadway's and Federated's publicly traded securities, (iv) reviewed
copies of specified documents, and (v) conducted such other studies, analyses,
and inquiries as it deemed appropriate. Houlihan Lokey did not independently
verify the accuracy and completeness of the information supplied to it with
respect to Broadway and Federated and does not assume any responsibility with
respect thereto. In addition, Houlihan Lokey did not make any physical
inspection or independent appraisal of any of the properties or assets of
either of Broadway or Federated. Houlihan Lokey also noted that its opinion
was necessarily based on business, economic, market, and other conditions as
they existed and could be evaluated by Houlihan Lokey as of the Valuation Date.

In Houlihan Lokey's analysis, the value of the Broadway Preferred
Stock was developed by: (i) comparing the rights, preferences, and privileges
of the Broadway Preferred Stock with those of comparable publicly traded
preferred stocks; (ii) analyzing Broadway's key financial ratios (including
pre-tax fixed charge coverage, total asset coverage, and total debt to common
equity) with those of comparable publicly traded preferred stocks; and (iii)
analyzing the impact of changes in interest rates and the price of Federated
Common Stock. Houlihan Lokey believes that in general the most important
factors to be considered in determining the value of convertible or
exchangeable preferred stock are its yield, dividend coverage, conversion
features, call protection, common stock volatility, and liquidation preference.
However, the Opinion also notes that an analysis of convertible or exchangeable
preferred stock must also consider other rights and privileges that might
affect value, including whether or not the dividend is cumulative, payable in
kind or in cash, the voting rights and control vested with the preferred stock,
and the redemption features of the preferred stock.

As part of its analysis of the value of the Broadway Preferred Stock,
Houlihan Lokey analyzed the rights, preferences, and privileges of convertible
preferred stocks issued by and key financial ratios of certain companies whose
operations include the operation of retail stores. These companies included
Harcourt General, Inc., Hills Stores Co., and Venture Stores, Inc. In addition,
Houlihan Lokey analyzed the rights, preferences, and privileges of certain
publicly traded convertible preferred stocks issued by and key financial ratios
of certain companies not primarily engaged in the operation of retail stores,
but that do not currently pay a dividend. These companies included Country
Star Restaurants, Inc., Envirosource, Inc., and The Loewen Group, Inc. Based
on these analyses, Houlihan Lokey concluded that, because of the unique rights
and privileges of the Broadway Preferred Stock, including the fact that it is
exchangeable into a derivative security (i.e., Broadway Warrants), comparisons
of the Broadway Preferred Stock to publicly traded preferred stocks issued by
other companies and of Broadway's financial ratios to those of such other
companies provide no meaningful indication as to the value of the Broadway
Preferred Stock.

Houlihan Lokey's analysis of the value of the Broadway Preferred Stock
was predicated upon the rights and privileges of the Broadway Preferred Stock
as described above under the caption "-- Terms of Broadway Preferred Stock."
Based on its examination of the rights and privileges of the Broadway Preferred
Stock, Houlihan Lokey concluded that, because dividends on the Broadway
Preferred Stock are not anticipated to be paid prior to redemption and holders
cannot force redemption of the Broadway Preferred Stock, the Broadway Preferred
Stock as a non-convertible preferred stock does not have any significant value
other than the present value of an anticipated redemption by Broadway (at
$250.00 per whole share or $0.25 per one one-thousandth

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<PAGE> 11

of a share) at October 9, 1999, the earliest redemption date. Based on its
analysis, Houlihan Lokey determined that the present value of the hypothetical
redemption proceeds to be paid to the Broadway 401(k) Plan is approximately
$203.00 per whole share (or $0.203 per one one-thousandth of a share) of
Broadway Preferred Stock held by the Broadway 401(k) Plan as of the Valuation
Date. However, because the Broadway Preferred Stock is exchangeable for
Broadway Warrants, Houlihan Lokey incorporated the value of the Broadway
Warrants into its analyses of the fair market value of the Broadway Preferred
Stock.

In analyzing the value of the Broadway Warrants, Houlihan Lokey
utilized the Black-Scholes option pricing model and considered the recent
trading history of the Old Broadway Warrants. For purposes of its valuation of
the Broadway Warrants, Houlihan Lokey valued the Federated Common Stock for
which the Broadway Warrants are exercisable at $33.04 per share, the average
closing sale price of Federated Common Stock for the 10 trading days preceding
the Valuation Date, and used an assumed risk-free interest rate of 6% per
annum. (As part of its analysis, Houlihan Lokey also analyzed the impact of
changes in interest rates and in the price of Federated Common Stock on the
implied value of the Broadway Warrants and concluded that an increase in either
interest rates or the price of Federated Common Stock would cause an increase
in the value of the Broadway Warrants and conversely a decrease in either
interest rates or the price of Federated Common Stock would cause a decrease in
the value of the Broadway Warrants.) In addition, Houlihan Lokey took into
account the inherent lack of liquidity of the Broadway Warrants. Based on its
analyses, Houlihan Lokey determined that the value of the Broadway Warrants
that would be received by the Broadway 401(k) Plan upon a hypothetical exchange
is $300.00 per whole share (or $0.30 per one one-thousandth of a share) of
Broadway Preferred Stock held by the Broadway 401(k) Plan as of the Valuation
Date.

Pursuant to the terms of Houlihan Lokey's engagement, Federated has
agreed to pay Houlihan Lokey a fee of $25,000 and to reimburse Houlihan Lokey
for out-of-pocket expenses incurred by Houlihan Lokey in performing its
services, including the reasonable fees and disbursements of legal counsel. No
portion of such fee was made contingent upon the conclusions reached by
Houlihan Lokey. Federated has also agreed to indemnify Houlihan Lokey and
related persons against certain liabilities, including liabilities under the
federal securities laws, arising out of Houlihan Lokey's engagement.

Houlihan Lokey is a nationally recognized specialty investment banking
firm and was selected by the Plan Committee based on Houlihan Lokey's
experience and expertise. Houlihan Lokey regularly engages in the valuation of
businesses and their securities in connection with mergers and acquisitions and
valuations for estate, corporate, and other purposes.

Mr. John R. Sims, who is a director and officer of Broadway and an
officer of Federated, is a member of the Plan Committee.

PURPOSE OF THE MERGER

The principal purpose of the Merger is to achieve substantial cost
savings for Broadway. Following the completion of the Merger, Broadway intends
(in accordance with a no-action letter relating to the Old Broadway Warrants,
which will remain outstanding after the Merger) to cease complying with certain
provisions of the Exchange Act. See "-- Certain Effects of the Merger."
Relief from the reporting and other provisions of the Exchange Act expected to
result from the Merger is expected to result in savings to Broadway of more
than $500,000 per year.

Certain holders of shares (or fractions thereof) of Broadway Preferred
Stock, including participants in the Broadway 401(k) Plan, have complained of
the absence of an established trading market for the Broadway Preferred Stock
and have expressed an interest in having their shares (or fractions thereof)
converted into cash. The Merger will result in all of the outstanding shares
of Broadway Preferred Stock being converted into the right to receive cash in
an amount equal to the Merger Price, without interest thereon (or, in the case
of any holder thereof who properly perfects appraisal rights, cash in an amount
equal to the appraised value thereof), thereby providing liquidity to all of
the holders thereof.

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INTERESTS OF CERTAIN PERSONS IN THE MERGER

Stockholders should be aware of certain actual or potential conflicts
of interest in connection with the Merger. The Board of Directors of Broadway
consists solely of persons who are employees of Federated and are serving as
directors of Broadway at the request of Federated. See "Certain Information
Concerning Broadway -- Directors and Executive Officers." Under Federated's
Certificate of Incorporation and By-Laws, such persons will, subject to certain
exceptions, be indemnified by Federated against liability for actions taken or
omitted to be taken in their capacities both as employees of Federated and
directors and executive officers of Broadway. In addition, under Broadway's
Certificate of Incorporation and By-Laws, such persons will, subject to certain
exceptions, be indemnified by Broadway against liability for actions taken or
omitted to be taken in their capacities as directors and executive officers of
Broadway.

As of the Record Date, Federated owned 37,044 shares of Broadway
Common Stock, constituting all of the issued and outstanding shares of Broadway
Common Stock and approximately 98% of the total combined voting power of the
Broadway Common Stock and Broadway Preferred Stock. In addition, as of the
Record Date, Bankers Trust Company, as the trustee of the Broadway 401(k) Plan,
owned 411.6 shares (or 411,600 one one-thousandths of a share) of Broadway
Preferred Stock, constituting approximately 56% of the total number of issued
and outstanding shares of Broadway Preferred Stock. See "Certain Information
Concerning Broadway -- Security Ownership of Certain Beneficial Owners and
Management."

CERTAIN EFFECTS OF THE MERGER

At the Effective Time, each one one-thousandth of a share of Broadway
Preferred Stock will, subject to the rights of holders thereof to seek an
appraisal of their shares, be converted into the right to receive the Merger
Price, without interest thereon. All other rights of holders of Broadway
Preferred Stock, including the right to exchange the same for Broadway
Warrants, will terminate at the Effective Time. At the Effective Time, all
shares of Broadway Preferred Stock will cease to be outstanding and be
cancelled and retired. As a result of the Merger, Broadway will become a
wholly owned subsidiary of Federated. See "The Merger -- The Merger
Agreement."

Although the Broadway Preferred Stock is not listed or admitted to
trading on any national securities exchange or other organized securities
market (see "-- Absence of Organized Trading Market"), the Broadway Preferred
Stock may be deemed to be registered under the Exchange Act. Such registration
under the Exchange Act may be terminated upon application of Broadway to the
Commission if there are fewer than 300 record holders of shares (or fractions
thereof) of Broadway Preferred Stock. It is the intention of Broadway to
terminate the registration of the Broadway Preferred Stock under the Exchange
Act as soon as possible following the Effective Time. See "-- Purpose of the
Merger." Termination of the registration of the Broadway Preferred Stock under
the Exchange Act would substantially reduce the information required to be
furnished by Broadway to its securityholders (in accordance with a no-action
letter relating to the Old Broadway Warrants, which will remain outstanding
after the Merger). Termination of the registration of the Broadway Preferred
Stock under the Exchange Act will not, however, eliminate the applicability of
certain provisions of the Exchange Act to Broadway, such as the short-swing
profit recovery provisions of Section 16(b) of the Exchange Act, the
requirements of Rule 13e-3 under the Exchange Act with respect to "going
private" transactions, the requirements of Section 13(b) of the Exchange Act
with respect to books and records, and the "short sale" provisions of Section
16(c) of the Exchange Act.

ABSENCE OF ORGANIZED TRADING MARKET

The Broadway Preferred Stock is not listed or admitted to trading on
any national securities exchange or other organized securities market.
Accordingly, neither sales prices nor bid quotations with respect to the
Broadway Preferred Stock are reported in the consolidated transaction reporting
system of any exchange or the National Association of Securities Dealers, Inc.
Automated Quotation System or any comparable system. ANY PERSON WHO
BENEFICIALLY OWNS BROADWAY PREFERRED STOCK IS URGED TO CONTACT HIS, HER, OR ITS
BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY, OR OTHER FINANCIAL PROFESSIONAL
TO SEEK TO OBTAIN INFORMATION REGARDING THE

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PRICES AT WHICH RECENT TRANSACTIONS, IF ANY, INVOLVING THE PURCHASE AND SALE OF
BROADWAY PREFERRED STOCK HAVE BEEN EFFECTED.

PLANS FOR BROADWAY AFTER THE MERGER

Federated is in the process of integrating Broadway's businesses
(including its merchandising, credit, and electronic data processing and
management information services and other support functions) with the
businesses of Federated's other subsidiaries. It is anticipated that a number
of Broadway's department stores will be disposed of and that Broadway's
retained department stores will be converted to other nameplates of Federated.
As of February 3, 1996, Broadway had entered into definitive agreements to sell
nine of these stores and had yet to make a determination with respect to the
disposition of certain other stores. Such transactions have resulted or may
result in assets of Broadway and its subsidiaries being transferred to other
persons or entities, including Federated and its subsidiaries.

Following the completion of the Merger, Broadway intends to amend its
Certificate of Incorporation to reduce its authorized capital to 100 shares of
common stock.

THE MERGER

THE MERGER AGREEMENT

The following discussion is a summary of the material provisions of
the Merger Agreement. This summary and all other discussions of the terms of
the Merger and the Merger Agreement included elsewhere in this Information
Statement are qualified in their entirety by reference to the Merger Agreement,
a copy of which is attached hereto as Annex III and incorporated by reference
herein.

The Merger. Pursuant to the Merger Agreement, at the Effective Time
Merger Sub will be merged with and into Broadway in accordance with the
applicable provisions of the DGCL with Broadway as the surviving corporation
(as such, the "Surviving Company"), and the separate corporate existence of
Merger Sub will thereupon cease. The Merger will have the effects specified in
the DGCL.

Effective Time. The Merger Agreement provides that, as soon as
practicable, Broadway and Merger Sub will cause either the Merger Agreement or
a Certificate of Merger to be filed with the Secretary of the State of Delaware
in accordance with Section 251 of the DGCL. Upon completion of such filing,
the Merger will become effective in accordance with the DGCL.

Conversion of Securities in the Merger. The Merger Agreement provides
that, at the Effective Time (i) each share of Broadway Common Stock issued and
outstanding will cease to be outstanding and be cancelled and retired without
payment of any consideration therefor, (ii) each one one-thousandth of a share
of Broadway Preferred Stock issued and outstanding (other than any one
one-thousandth of a share of Broadway Preferred Stock held by a holder who
demands and perfects rights of appraisal in accordance with the applicable
provisions of the DGCL) will, by virtue of the Merger and without any action on
the part of the holder thereof, be converted to the right to receive the Merger
Price, without interest, from Federated and will cease to be outstanding and be
cancelled and retired, and (iii) each share of common stock, par value $0.01
per share, of Merger Sub issued and outstanding will, by virtue of the Merger
and without any action on the part of the holder thereof, be converted into one
share of common stock, par value $0.01 per share, of the Surviving Company. As
a result of the Merger, each holder of a certificate representing Broadway
Preferred Stock that has not perfected his appraisal rights under the DGCL will
cease to have any rights with respect thereto (including the right to exchange
the same for Broadway Warrants), except the right to receive the Merger Price
upon surrender of such certificate as described below under the caption "--
Surrender of Certificates; Payment to Stockholders." Following consummation of
the Merger, Broadway will be a wholly owned subsidiary of Federated.

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Certificate of Incorporation and By-Laws of the Surviving Company.
The Merger Agreement provides that the Certificate of Incorporation and By-Laws
of Broadway immediately prior to the Effective Time will be the Certificate of
Incorporation and By-Laws of the Surviving Company after the Effective Time.

Directors and Officers of the Surviving Company. The Merger Agreement
provides that the members of the Board of Directors of Broadway immediately
prior to the Effective Time will be the members of the Board of Directors of
the Surviving Company after the Effective Time, until their successors have
been duly elected or appointed and qualified or until their earlier death,
resignation, or removal in accordance with the Certificate of Incorporation and
the By-Laws of the Surviving Company, and the officers of Broadway immediately
prior to the Effective Time will be officers of the Surviving Company after the
Effective Time, until their successors have been duly elected or appointed and
qualified or until their earlier death, resignation, or removal in accordance
with the Certificate of Incorporation and the By-Laws of the Surviving Company.

Payment for Shares of Broadway Preferred Stock. At the Effective
Time, Federated will make available to the Paying Agent (as defined below)
funds in the amount sufficient to effect the delivery of the aggregate Merger
Price payable to the holders of Broadway Preferred Stock. Federated will
instruct the Paying Agent to deliver the aggregate Merger Price contemplated to
be paid pursuant to the Merger Agreement out of the funds provided to it by
Federated and not to use such funds for any other purpose.

Closing of Stock Transfer Records. No transfers of shares of Broadway
Preferred Stock will be made on the stock transfer books of Broadway after the
close of business on the day prior to the date of the Effective Time.

Termination. The Merger Agreement may be terminated at any time prior
to the Effective Time by mutual agreement of Broadway and Merger Sub.

REGULATORY APPROVALS

No federal or state regulatory approvals are required to be obtained,
nor any regulatory requirements complied with, by any party to the Merger
Agreement, except for the requirements of the DGCL in connection with
stockholder approvals and consummation of the Merger and the requirements of
federal securities law.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following is a general summary of the material federal income tax
consequences of the Merger to persons who are holders of record of Broadway
Preferred Stock (including the consequences of the receipt by dissenting
stockholders of any cash amounts pursuant to the exercise of appraisal rights).
The following discussion applies only to holders of Broadway Preferred Stock in
whose hands shares (or fractions thereof) of Broadway Preferred Stock are
"capital assets" within the meaning of Section 1221 of the Internal Revenue
Code of 1986, as amended (the "Code"), and may not apply to shares (or
fractions thereof) of Broadway Preferred Stock received pursuant to the
exercise of employee stock options or otherwise as compensation, or to holders
of Broadway Preferred Stock who are not citizens or residents of the United
States.

The following discussion of federal income tax consequences is based
upon present law. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH HOLDER OF
BROADWAY PREFERRED STOCK SHOULD CONSULT SUCH HOLDER'S OWN TAX ADVISOR TO
DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH HOLDER AND THE
PARTICULAR TAX EFFECTS OF THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF
FOREIGN, STATE, LOCAL, AND OTHER TAX LAWS.

Consequences to Holders of Broadway Preferred Stock. The conversion
of Broadway Preferred Stock into the right to receive cash pursuant to the
Merger (including any cash amounts received by dissenting stockholders pursuant
to the exercise of appraisal rights) will be a taxable transaction for federal
income tax purposes (and in addition will probably be a taxable transaction
under applicable state, local and other income tax laws). In general, for
federal income tax purposes, a holder of Broadway Preferred Stock will
recognize gain or loss equal to the difference between such holder's adjusted
tax basis in the Broadway Preferred Stock converted in the

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Merger and the amount of cash received therefor. Gain or loss must be
determined separately for each block of Broadway Preferred Stock (i.e.,
Broadway Preferred Stock acquired at the same cost in a single transaction)
converted to cash in the Merger. Such gain or loss generally will be capital
gain or loss and will be long-term gain or loss if, on the date of the Merger,
holders of Broadway Preferred Stock had held their shares for more than one
year. In determining whether this one-year holding period requirement has been
met, holders of Broadway Preferred Stock may include their holding period with
respect to shares of Old Broadway Preferred Stock converted in the 1995 Merger
provided that (i) such shares of Old Broadway Preferred Stock and the shares of
Broadway Preferred Stock into which they were converted have been continuously
held as a capital assets throughout the applicable holding period and (ii) the
1995 Merger qualified as a reorganization within the meaning of Section
368(a)(1)(A) and (a)(2)(E) of the Code. Although it is generally anticipated
that the 1995 Merger will so qualify, there can be no assurance that the
Internal Revenue Service will agree with that characterization. If the 1995
Merger did not qualify as a reorganization, holders of Broadway Preferred Stock
would generally not qualify for long-term gain or loss treatment in connection
with the Merger.

Capital Gains. Under present federal income tax laws, in certain
circumstances capital gains are subject to more favorable federal income tax
rates than ordinary income. From time to time, there has been legislation
introduced in Congress designed to further enhance the favorable tax treatment
of capital gains. However, there can be no assurance that any such legislation
will be enacted or, if so, as to the possible timing or effective date thereof.

Backup Withholding. Payments in connection with the Merger may be
subject to "backup withholding" at a 31% rate. Backup withholding generally
applies if the stockholder (i) fails to furnish such stockholder's social
security number or other taxpayer identification number ("TIN"), (ii) furnishes
an incorrect TIN, (iii) fails properly to report interest or dividends, or (iv)
under certain circumstances, fails to provide a certified statement, signed
under penalties of perjury, that the TIN provided is such stockholder's correct
number and that such stockholder is not subject to backup withholding. Backup
withholding is not an additional tax but merely an advance payment, which may
be refunded to the extent it results in an overpayment of tax. Certain persons
generally are exempt from backup withholding, including corporations and
financial institutions. Certain penalties apply for failure to furnish correct
information and for failure to include the reportable payments in income. Each
stockholder should consult with such stockholder's own tax advisor as to such
stockholder's qualifications for exemption from withholding and the procedure
for obtaining such exemption.

ACCOUNTING TREATMENT OF THE MERGER

Because Broadway and Merger Sub are under the common control of
Federated, the Merger will be accounted for in a manner similar to a pooling of
interests. Because Merger Sub has only nominal assets and no operations and
the aggregate Merger Price will be paid by Federated, the effects of the Merger
on Broadway's financial condition and results of operations will be
insignificant.

SURRENDER OF CERTIFICATES; PAYMENT TO STOCKHOLDERS

The Bank of New York has been designated as the paying agent (the
"Paying Agent") to process the surrender of certificates ("Certificates")
representing shares (or fractions thereof) of Broadway Preferred Stock
(including, to the extent not previously exchanged, certificates which formerly
represented Old Broadway Preferred Stock prior to the 1995 Merger and which, as
a result of the 1995 Merger, presently represent a number of shares (or
fractions thereof) of Broadway Preferred Stock equal to the number of shares of
Old Broadway Preferred Stock represented thereby divided by 1,000) and to make
payments of the Merger Price as provided in the Merger Agreement.

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In order to receive payment of the Merger Price after the Effective
Time, holders of Certificates must complete the enclosed Letter of Transmittal
(or a facsimile thereof) and must present the Letter of Transmittal and such
Certificates to the Paying Agent as follows:

By Mail: By Hand or Overnight Courier:
The Bank of New York The Bank of New York
Tender and Exchange Department Tender and Exchange Department
P.O. Box 11248 101 Barclay Street
Church Street Station Receive and Deliver Window
New York, NY 10286-1248 New York, NY 10286

A return envelope addressed to the Paying Agent is enclosed for your
convenience. THE METHOD OF DELIVERY OF CERTIFICATES AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE HOLDER. IF CERTIFICATES AND SUCH
OTHER DOCUMENTS ARE SENT BY MAIL, IT IS RECOMMENDED THAT THEY BE SENT BY
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, PROPERLY INSURED. If
the Merger Agreement is terminated without the Merger being consummated, the
Paying Agent will promptly return all Certificates.

Holders of Certificates should carefully read and follow the
instructions set forth in the Letter of Transmittal. As provided in the Letter
of Transmittal, if a check is to be issued in a name different from that in
which the surrendered Certificates are registered, (i) such Certificates must
be endorsed by the registered owner(s), or accompanied by an instrument of
assignment executed by the registered owner(s), with the signatures guaranteed
by a financial institution that is a member in good standing of a signature
guarantee program within the meaning of Rule 17Ad-15 under the Exchange Act,
and (ii) the person requesting such issuance in such different name must pay to
the Paying Agent any transfer or other taxes required by reason of such
issuance in such different name.

At the Effective Time, Federated will make available to the Paying
Agent the funds in the amount sufficient to effect the delivery of the
aggregate Merger Price payable to the holders of Broadway Preferred Stock. One
year after the Effective Time (subject to possible extension), any remaining
funds held by the Paying Agent will be released and paid by the Paying Agent to
Federated. After such time, any holders of Certificates who have not
surrendered their Certificates to the Paying Agent and received payment
therefor may surrender Certificates to Federated and, subject to applicable
abandoned property, escheat, and similar laws, receive directly from Federated
in exchange therefor $0.50 in cash per one one-thousandth of a share of
Broadway Preferred Stock, without interest thereon, but will have no greater
rights against Federated than may be accorded to general creditors of Federated
under applicable law.

APPRAISAL RIGHTS OF DISSENTING STOCKHOLDERS

ANY PERSON WHO IS A HOLDER OF RECORD OF BROADWAY PREFERRED STOCK WHO
OBJECTS TO THE MERGER MAY ELECT TO HAVE HIS SHARES (OR FRACTIONS THEREOF)
APPRAISED UNDER THE PROCEDURES OF THE DGCL AND TO BE PAID THE APPRAISED VALUE
OF HIS SHARES (OR FRACTIONS THEREOF), WHICH, PURSUANT TO SECTION 262 OF THE
DGCL, WILL BE THE FAIR VALUE THEREOF EXCLUSIVE OF ANY ELEMENT OF VALUE ARISING
FROM THE ACCOMPLISHMENT OF THE MERGER. AN APPRAISAL PROCEEDING MAY RESULT IN A
DETERMINATION OF FAIR VALUE LESS THAN OR GREATER THAN THE MERGER PRICE.

Any holder of Certificates contemplating the exercise of appraisal
rights is urged to review carefully the provisions of Section 262 of the DGCL
(a copy of which is attached as Annex I to this Information Statement),
particularly with respect to the procedural steps required to perfect the right
of appraisal. The right of appraisal may be lost if the procedural
requirements of Section 262 of the DGCL are not followed exactly. If the right
of appraisal is lost, the holder of a Certificate will receive the Merger
Price, without interest, for each one one- thousandth of a share of Broadway
Preferred Stock formerly represented thereby. Set forth below is a summary of
the procedures relating to exercise of the right of appraisal which should be
read in conjunction with the full text of Section 262 of the DGCL.

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<PAGE> 17

A HOLDER OF BROADWAY PREFERRED STOCK ELECTING TO EXERCISE HIS RIGHTS
UNDER SECTION 262 OF THE DGCL MUST DELIVER TO BROADWAY, ON OR BEFORE APRIL 17,
1996, A WRITTEN DEMAND FOR APPRAISAL OF HIS SHARES (OR FRACTIONS THEREOF).
HOLDERS OF BROADWAY PREFERRED STOCK WILL NOT BE NOTIFIED PRIOR TO SUCH DATE
(OTHER THAN THIS INFORMATION STATEMENT). A WRITTEN DEMAND FOR APPRAISAL MUST
BE DELIVERED EITHER IN PERSON OR BY MAIL (CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, BEING THE RECOMMENDED FORM OF TRANSMITTAL) TO BROADWAY STORES, INC.,
7 WEST SEVENTH STREET, CINCINNATI, OHIO 45202, ATTENTION: SECRETARY. SUCH
DEMAND MUST REASONABLY INFORM BROADWAY OF THE IDENTITY OF THE STOCKHOLDER AND
THAT THE STOCKHOLDER INTENDS THEREBY TO DEMAND APPRAISAL OF HIS BROADWAY
PREFERRED STOCK.

Any written demand for appraisal must be made by or for a holder of
record of Broadway Preferred Stock. Accordingly, any such demand should be
executed by or for such holder of record, fully and correctly, as such holder's
name appears on the Certificate(s). If shares (or fractions thereof) of
Broadway Preferred Stock are owned of record in a fiduciary capacity, such as
by a trustee, guardian or custodian, execution of the appraisal demand should
be made in such capacity. If shares (or fractions thereof) of Broadway
Preferred Stock are owned of record by more than one person, as in a joint
tenancy or tenancy in common, the appraisal demand should be executed by or for
all joint owners. An authorized agent, including one of two or more joint
owners, may execute the demand for appraisal for a holder of record. However,
the agent must identify the record owner or owners and must expressly disclose
the fact that in executing the demand the agent is acting as agent for the
record owners.

A record owner, such as a broker, who holds shares (or fractions
thereof) of Broadway Preferred Stock as nominee of others may exercise the
right of appraisal with respect to all or a portion of the Broadway Preferred
Stock held as nominee. In such case, the written demand for appraisal should
state the number of one one-thousandths of a share of Broadway Preferred Stock
covered by such demand. Where no number of one one-thousandths of a share of
Broadway Preferred Stock is expressly stated, the demand will be presumed to
cover all of the Broadway Preferred Stock standing in the name of such record
owner.

Within 120 days after the Effective Time, Broadway or any holder of
Broadway Preferred Stock who has complied with the provisions of Section 262 of
the DGCL may file a petition in the Delaware Court of Chancery demanding a
determination of the value of the Broadway Preferred Stock of all stockholders
who have complied with such provisions. However, because Broadway has no
obligation to file such a petition and does not currently intend to do so, any
stockholder that desires that such a petition be filed is advised to do so on a
timely basis. If neither Broadway nor any dissenting stockholder files a
petition for appraisal within 120 days after the Effective Time, all appraisal
rights will cease, and dissenting stockholders will be entitled only to receive
cash in the amount of $0.50 per one-one thousandth of a share of Broadway
Preferred Stock, without interest thereon, in exchange for their Broadway
Preferred Stock. Any holder of Broadway Preferred Stock may withdraw his
demand for appraisal at any time within 60 days after the Effective Time (or
thereafter with the written consent of Broadway) and receive, pursuant to the
terms of the Merger, the Merger Price in cash, without interest, for each one
one-thousandth of a share of Broadway Preferred Stock owned by such holder.
Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of
Chancery will be dismissed as to any stockholder without the approval of the
Court, and such approval may be conditioned upon such terms as the Court deems
just.

Within 120 days after the Effective Time, any holder of Broadway
Preferred Stock who has complied with the foregoing provisions may also deliver
to Broadway a written request for a statement listing the aggregate number of
shares (or fractions thereof) of Broadway Preferred Stock with respect to which
demands for appraisal have been received and the aggregate number of holders
thereof. Such a statement will be mailed to the stockholder within 10 days
after the written request for it is received by Broadway.

Upon the filing of any petition by a holder of Broadway Preferred
Stock demanding appraisal, service of a copy thereof will be made upon Broadway
which will, within 20 days after such service, file in the office of the
Register in Chancery in which the petition was filed a duly verified list
containing the names and addresses of all stockholders who have demanded
payment for their Broadway Preferred Stock and with whom agreements as to the
value of their Broadway Preferred Stock have not been reached by Broadway. If
a petition is filed by

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<PAGE> 18
Broadway, the petition will be accompanied by such a duly verified list. The
Register in Chancery, if so ordered by the Court, will give notice of the time
and place fixed for the hearing of such petition by registered or certified
mail to Broadway and to the stockholders shown on the list at the addresses
therein stated, and such notice will also be given by publishing a notice at
least one week from the day of the hearing in a newspaper of general
circulation published in the City of Wilmington, Delaware, or such publication
as the Court deems advisable. The forms of the notices by mail and by
publication will be approved by the Court, and the costs thereof will be borne
by Broadway.

After determining the stockholders entitled to an appraisal under
Section 262 of the DGCL, the Court will appraise the Broadway Preferred Stock
owned by such stockholders, determining the "fair value" thereof exclusive of
any element of value arising from the accomplishment or expectation of the
Merger, together with a fair rate of interest, if any. The Court will direct
the payment of the appraised value of the Broadway Preferred Stock, together
with interest, if any, by Broadway to the stockholders entitled thereto upon
surrender to Broadway of the Certificates. The costs of the appraisal
proceeding may be determined by the Court and taxed upon the parties as the
Court deems equitable in the circumstances. Upon application of a stockholder,
the Court may order all or a portion of the expenses incurred by any
stockholder in connection with the appraisal proceeding, including without
limitation reasonable attorneys' fees and the fees and expenses of experts, to
be charged pro rata against the value of all of the shares (or fractions
thereof) of Broadway Preferred Stock entitled to an appraisal.

After the Effective Time, no stockholder who has demanded his
appraisal rights as set forth above will be entitled to vote such stockholder's
Broadway Preferred Stock for any purpose or to receive payment of dividends or
other distributions on such stockholder's Broadway Preferred Stock.

SOURCE AND AMOUNT OF FUNDS

All amounts required to pay the aggregate Merger Price payable to the
holders of Broadway Preferred Stock pursuant to the Merger will be provided by
Federated, which will fund such amounts from existing cash balances. The
maximum amount of funds to be required is estimated at $378,000.

FEES AND EXPENSES

Broadway has retained The Bank of New York to act as the Paying Agent
in connection with the Merger. The Paying Agent will receive reasonable and
customary compensation for its services, will be reimbursed for certain
reasonable out-of-pocket expenses, and will be indemnified against certain
liabilities and expenses in connection therewith.

Expenses estimated to be incurred in connection with the Merger are as
follows:

<TABLE>
<S> <C>
Legal fees . . . . . . . . . . . . . . . . . . . . . . . . $50,000
Printing, mailing and distribution expenses . . . . . . . . 25,000
Exchange agent fees . . . . . . . . . . . . . . . . . . . . 4,000
SEC filing fees . . . . . . . . . . . . . . . . . . . . . . 45
Miscellaneous fees and expenses . . . . . . . . . . . . . . 955
-------
Total . . . . . . . . . . . . . . . . . . . . . . $80,000
=======
</TABLE>

All costs and expenses incurred in connection with the Merger Agreement and the
transactions contemplated thereby will be paid by Federated. Brokers, dealers,
commercial banks, and trust companies will be reimbursed by Federated for
customary mailing expenses incurred by them in forwarding materials to their
customers.

-14-

<PAGE> 19
CERTAIN INFORMATION CONCERNING BROADWAY

GENERAL

Broadway is an operator of department stores in California and the
Southwestern United States, with 57 department stores in four states as of
February 3, 1996. As a result of the 1995 Merger, Broadway became a subsidiary
of Federated on October 11, 1995.

Broadway is a Delaware corporation, and its principal executive office
is located at 7 West Seventh Street, Cincinnati, Ohio 45202.

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is certain information concerning each person
currently serving on the Board of Directors of Broadway. Such persons also
constitute all of the executive officers of Broadway. Each such person is a
citizen of the United States. The business address of each such person is c/o
Broadway Stores, Inc., 7 West Seventh Street, Cincinnati, Ohio 45202.

James M. Zimmerman, age 52, has been a Director and President of
Broadway since October 1995 and President and Chief Operating Officer of
Federated since May 1988.

Dennis J. Broderick, age 47, has been a Director and Vice President
and Treasurer of Broadway since October 1995, Secretary of Federated since July
1993 and Senior Vice President and General Counsel of Federated since January
1990; prior thereto, he served as Vice President and General Counsel of Allied
Stores, Inc. and General Counsel of Federated since May 1988 and Vice President
of Federated since February 1988.

John R. Sims, age 46, has been a Director and Vice President and
Secretary of Broadway since October 1995 and Vice President - Deputy General
Counsel of Federated since January 1990.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

As of the Record Date, the only stockholders known to Broadway to be
the beneficial owner of more than 5% of any class of Broadway's capital stock
were as follows:

<TABLE>
<CAPTION>
Title or Number of Shares Percent
Class Name and Address Beneficially Owned Class
---------- ------------------------------------ ------------------ -------
<S> <C> <C> <C>
Common Federated Department Stores, Inc. 37,044 100.0%
7 West Seventh Street
Cincinnati, Ohio 45202

Preferred Bankers Trust Company 411.6(1) 56.4%
One Bankers Trust Plaza
New York, New York 10006
</TABLE>

___________________

(1) Bankers Trust Company holds 411.6 shares (or 411,600 one
one-thousandths of a share) of Broadway Preferred Stock in its
capacity as the trustee of the Broadway 401(k) Plan. Bankers
Trust Company disclaims beneficial ownership of such shares.

-15-

<PAGE> 20
SELECTED FINANCIAL INFORMATION

Set forth below is certain selected summary consolidated financial
information for Broadway which was derived from its Annual Report on Form 10-K
for the fiscal year ended January 28, 1995 (the "Broadway Form 10-K") and its
Quarterly Report on Form 10-Q for the fiscal quarter ended October 28, 1995
(the "Broadway Form 10-Q"), a copy of each of which is enclosed with this
Information Statement. The information set forth below should be read in
conjunction with, and is qualified in its entirety by reference to, the
information (including Broadway's financial statements and the notes thereto)
contained in the Broadway Form 10-K and Broadway Form 10-Q. The information
set forth below does not include share or per share information or ratios of
earnings to fixed charges. Such information would not be meaningful to holders
of Broadway Preferred Stock because (i) dividends have not been declared or
paid thereon in the past and there is no expectation that any such dividends
will be declared or paid in the future and (ii) the right of such holders to
receive distributions from Broadway's net assets in the event of a liquidation,
dissolution, or winding up of Broadway would be limited to $0.25 per one
one-thousandth of a share (i.e., $184,527.25 in the aggregate). See "Special
Factors -- Terms of Broadway Preferred Stock."

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<PAGE> 21
SELECTED ANNUAL FINANCIAL INFORMATION
FOR BROADWAY

<TABLE>
<CAPTION>
Period Ended
----------------------------------------------------------------------------------
January 28, January 29, January 30, February 1, February 2, August 4,
1995 1994 1993 1992 1991 (1) 1990
(52 weeks) (52 weeks) (52 weeks) (52 weeks) (26 weeks) (53 weeks)
----------------------------------------------------------------------------------
(Dollar amounts in thousands)
<S> <C> <C> <C> <C> <C> <C>
EARNINGS DATA:
Sales . . . . . . . . . . . . . . . . . $2,086,804 $2,092,681 $2,137,847 $2,127,917 $1,318,565 $2,857,819
Percent increase (decrease) from prior
year . . . . . . . . . . . . . . . . (0.3%) (2.1%) 0.5% (9.4%)(2) (4.5%)(2) 2.5%
Finance charge revenue . . . . . . . . 91,330 81,438 82,642 93,992 49,262 125,036
Cost of goods sold, including occupancy
and buying costs . . . . . . . . . . 1,560,035 1,589,077 1,587,979 1,591,770 991,140 2,098,382
Selling, general and administrative
expenses . . . . . . . . . . . . . . 554,405 551,098 561,610 559,886 335,381 729,578
Charge for non-recurring costs . . . . -- 45,000 -- -- -- --
Provision for consolidation programs . -- -- -- -- 47,000 --
Gain on sale of Thalhimers . . . . . . -- -- -- -- (30,000) --
Other expense (3) . . . . . . . . . . . -- -- -- -- -- 4,831
Interest expense, net . . . . . . . . . 100,904 84,864 89,808 102,288 71,046 161,534
---------- ---------- ---------- ---------- ---------- ----------

Loss from continuing operations before
reorganization costs and income taxes (37,210) (95,920) (18,908) (32,035) (46,740) (11,470)
Reorganization income (costs) . . . . . -- -- 884,131 (138,057) (40,000) --
---------- ---------- ---------- ---------- ---------- ----------

Pretax earnings (loss) from continuing
operations . . . . . . . . . . . . . (37,210) (95,920) 865,223 (170,092) (86,740) (11,470)
Income tax benefit (expense) . . . . . (150) -- (9,800) -- 13,200 2,000
---------- ---------- ---------- ---------- ---------- ----------

Earnings (loss) from continuing
operations . . . . . . . . . . . . . (37,360) (95,920) 855,423 (170,092) (73,540) (9,470)
Extraordinary income (costs) and
changes in accounting (4) . . . . . . -- -- 323,220 (46,894) (14,070) (16,500)
---------- ---------- ---------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . . . . $ (37,360) $ (95,920) $1,178,643 $(216,986) $ (87,610) $ (25,970)
========== ========== ========== ========== ========== ==========
OTHER DATA:
Capital expenditures . . . . . . . . . $ 109,726 $ 59,957 $ 38,242 $ 34,850 $ 37,989 $ 83,220
Depreciation and amortization . . . . . 42,951 33,987 38,540 43,636 21,836 50,995

PERIOD END DATA:
Working capital . . . . . . . . . . . . 863,137 739,810 701,478 628,270 978,082 843,414
Total assets . . . . . . . . . . . . . 2,127,076 1,934,147 1,912,902 1,667,662 1,755,421 2,045,194
Total assets less excess of cost over
net assets acquired . . . . . . . . . 2,127,076 1,934,147 1,912,902 1,667,662 1,755,421 2,045,194
Liabilities subject to settlement under
reorganization proceedings . . . . . -- -- -- 598,321 598,650 --
Receivables based financing . . . . . . 573,138 332,182 467,577 489,254 633,798 678,646
Other secured long-term debt and
capital lease obligations . . . . . . 564,041 561,954 563,216 508,429 515,290 939,797
Convertible subordinated notes (5) . . 143,750 143,750 -- -- -- --
Common stock and other shareholders'
equity (deficit) . . . . . . . . . . 385,652 413,717 374,761 (508,476) (272,627) (193,820)
</TABLE>

(1) Effective as of February 2, 1991, Broadway changed its fiscal year end from
the Saturday closest to July 31 of each year to the Saturday closest to
January 31 of each year.

(2) Sales decrease on a comparative period basis, excluding from the prior year
period sales of Broadway's former Thalhimers subsidiary, which was sold
during the Fall of 1990.

(3) Includes gains on asset sales of $7.3 million and costs of the buying
office closure of $12.1 million.

(4) Fiscal 1992 includes a $304.4 million gain on debt discharge and $18.8
million of income from a change in accounting for income taxes. The 1991
52-week period includes a $30.0 million charge for a change in accounting
for post- retirement medical benefits and $16.9 million of costs relating
to early retirements of debt. The 26-week transition period ended February
2, 1991 includes $14.1 million of costs relating to the early retirement of
debt. Fiscal 1990 includes a $16.5 million extraordinary charge for the
uninsured loss associated with the October 1989 San Francisco earthquake.

(5) On December 11, 1995, Broadway purchased $142.0 aggregate principal amount
of its convertible senior notes pursuant to a tender offer therefor. The
source of funds for such purchase was a capital contribution made by
Federated to Broadway.

-17-

<PAGE> 22
SELECTED INTERIM FINANCIAL INFORMATION
FOR BROADWAY

<TABLE>
<CAPTION>
Successor(1) Predecessor(1) Predecessor(1)
---------------- ------------- ----------------
13 Weeks Ended 26 Weeks Ended 39 Weeks Ended
October 28, 1995 July 29, 1995 October 29, 1994
---------------- ------------- ----------------
(Dollar amounts in thousands)
<S> <C> <C> <C>
Net Sales, including leased department sales . . . . . . . . . . . $ 414,841 $ 884,550 $1,363,017
---------- ---------- ----------
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . 288,962 585,005 881,419
Selling, general and administrative expenses . . . . . . . . . . . 168,364 317,792 459,367
---------- ---------- ----------
Operating Income (Loss) . . . . . . . . . . . . . . . . . . . . . . (42,485) (18,247) 22,231
Interest expense -- net . . . . . . . . . . . . . . . . . . . . . . (26,859) (62,499) (71,536)
---------- ---------- ----------
Loss Before Income Taxes . . . . . . . . . . . . . . . . . . . . . (69,344) (80,746) (49,305)
Federal, state and local income tax benefit . . . . . . . . . . . . -- -- --
---------- ---------- ----------
Net Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (69,344) $ (80,746) $ (49,305)
========== ========== ==========

Working capital . . . . . . . . . . . . . . . . . . . . . . . . . . $ (7,258) $ 863,137 $ 798,822
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,083,011 2,127,076 2,074,944
Total assets less excess of cost over net assets acquired . . . . . 2,083,011 2,127,076 2,074,944
Long term obligations . . . . . . . . . . . . . . . . . . . . . . . 557,174 1,280,929 1,201,069
Shareholder's equity . . . . . . . . . . . . . . . . . . . . . . . 394,558 385,652 365,517
</TABLE>

(1) In the 13 weeks ended October 28, 1995, Broadway became a subsidiary of
Federated. The acquisition of Broadway by Federated was accounted for
under the purchase method and, accordingly, certain adjustments have been
made to Broadway's assets and liabilities based on their estimated fair
values. As a result of the acquisition and other related events,
Broadway's financial condition and results of operations subsequent to July
29, 1995 are not comparable to prior periods. In the table above,
"Predecessor" refers to Broadway on dates and for accounting periods
through July 29, 1995, and "Successor" refers to Broadway on dates and for
accounting periods subsequent to July 29, 1995.

-18-

<PAGE> 23
CERTAIN INFORMATION CONCERNING
FEDERATED AND MERGER SUB

GENERAL

Federated is one of the leading operators of full-line department
stores in the United States, with 412 department stores in 33 states as of
February 3, 1996. Federated also operates more than 150 specialty stores and a
catalog business. Federated's department stores sell a wide range of
merchandise, including men's, women's, and children's apparel and accessories,
cosmetics, home furnishings, and other consumer goods, and are diversified by
size of store, merchandising character, and character of community served.
Federated's department stores are located at urban or suburban sites,
principally in densely populated areas across the United States.

Federated is a Delaware corporation, and its principal executive
offices are located at 151 West 34th Street, New York, New York, and 7 West
Seventh Street, Cincinnati, Ohio 45202.

DIRECTORS AND EXECUTIVE OFFICERS

Directors. Set forth below is certain information concerning each
person currently serving on the Board of Directors of Federated. Each such
person is a citizen of the United States, and the business address of each such
person is Federated Department Stores, Inc., 7 West Seventh Street, Cincinnati,
Ohio 45202.

Robert A. Charpie, age 70, has been Chairman of Ampersand Ventures, a
specialty venture capital firm, since 1988. Prior thereto, he was Chairman of
the Board of Cabot Corporation, Boston, Massachusetts, a diversified holding
company, from February 1986 until his retirement in September 1988. Mr.
Charpie is also a member of the boards of directors of Ashland Coal, Inc. and
Champion International Corporation.

Lyle Everingham, age 69, was Chief Executive Officer of The Kroger
Co., Cincinnati, Ohio, an operator of grocery and convenience stores, from 1978
and Chairman of the Board thereof from 1979 until his retirement in 1991. He
is also a member of the boards of directors of Cincinnati Milacron, Inc.,
Providian Corporation and The Kroger Co.

Meyer Feldberg, age 54, has been Dean of Columbia Business School at
Columbia University since 1989. He is also a member of the boards of directors
of AMSCO International, Inco Homes, PaineWebber Group Funds and New World
Communications Group, Inc.

Earl G. Graves, Sr., age 61, has been President and Chief Executive
officer of Earl G. Graves, Ltd., a multifaceted communications company, since
1970, and is the Publisher of "Black Enterprise" magazine, which he founded.
Additionally, since 1990, Mr. Graves has served as Chairman and Chief Executive
Officer of Pepsi-Cola of Washington, D.C., L.P., a Pepsi-Cola bottling
franchise, and is a general partner of Egoli Partners, L.P., which is the
general partner of New Age Beverages, a Pepsi-Cola franchise in the Republic of
South Africa. Mr. Graves is also a member of the boards of directors of Aetna
Life & Casualty Company, American Airlines, Inc., Chrysler Corporation, and
Rohm & Haas Corporation.

George V. Grune, age 66, has been Chairman of the DeWitt Wallace
Reader's Digest Fund and the Lila Wallace Reader's Digest Fund since August 1,
1995. From 1984 until that date, he was Chairman of the Board and Chief
Executive Officer of The Reader's Digest Association, Inc. Mr. Grune is also a
member of the boards of directors of Avon Products, Inc., CPC International,
Inc., and Chemical Banking Corporation.

Gertrude G. Michelson, age 70, served as Senior Advisor to R.H. Macy &
Co., Inc. ("Macy's"), a predecessor of Federated, from September 1992 until
December 23, 1994. Prior thereto, she was Senior Vice President -- External
Affairs of Macy's from October 1980 until her retirement in September 1992 and
director of Macy's from July 1986. Mrs. Michelson is also a member of the
boards of directors of The Chubb

-19-

<PAGE> 24
Corporation, General Electric Company, The Goodyear Tire & Rubber Company, The
Stanley Works, and the American Stock Exchange.

Joseph Neubauer, age 54, has been Chairman and Chief Executive Officer
of The ARAMARK Corporation (formerly known as The ARA Group), Philadelphia,
Pennsylvania, a holding company engaged in the food service industry, since
1984. He is also a member of the boards of directors of ARAMARAK Corporation,
Bell Atlantic Corporation, First Union Corporation, and Penn Mutual Life
Insurance Company.

Allen I. Questrom, age 56, has been Chairman of the Board and Chief
Executive Officer of Federated since February 1990. Prior thereto he was
President and Chief Executive Officer of the Neiman-Marcus division of the
Neiman- Marcus Group, Inc., Chestnut Hill, Massachusetts, a specialty retailer,
from September 1988 to February 1990. Mr. Questrom is also a member of the
board of directors of The Interpublic Group of Companies, Inc.

Laurence A. Tisch, age 73, has been Co-Chairman of the Board of
Directors (since 1994) and Co-Chief Executive Officer (since 1988) of Loews
Corporation, New York, New York, a diversified financial corporation. He
served as Chairman (from 1960 to 1994) and Chief Executive Officer of Loews
Corporation from 1960 to 1988. Mr. Tisch was, until November 24, 1995, also a
director (since 1985), Chairman (since 1990), and President and Chief Executive
Officer (since January 1987) of CBS, Inc., New York, New York, a radio and
television broadcaster. Mr. Tisch is also Chief Executive Officer and a
director of CNA Financial Corporation (and of its insurance subsidiaries),
Chicago, Illinois, a property and life insurer, and a director of the Bulova
Corporation, a subsidiary of Loews Corporation. Mr. Tisch is a member of the
board of directors of Automatic Data Processing, Inc. and a trustee of Petrie
Stores Liquidating Trust.

Ronald W. Tysoe, age 43, has been Vice Chairman and Chief Financial
Officer of Federated since April 1990. Prior thereto he was President and
Treasurer of Federated Stores, Inc., the former indirect parent of Federated
("FSI"), from 1987 to 1992, Chief Financial Officer of FSI from April 1990 to
February 1992.

Paul W. Van Orden, age 68, has been Executive in Residence, Columbia
University, Graduate School of Business (since January 1992). Prior thereto,
he was Executive Vice President, Corporate Executive Office of General Electric
Company, Fairfield, Connecticut, a diversified holding company, from 1986 to
1991. Mr. Van Orden is also a member of the board of directors of Sunbeam
Company, Inc., a member of the Advisory Board of the Columbia University School
of International and Public Affairs, and Vice Chairman of the Board of the
Business Council for International Business Understanding.

Karl M. Von Der Heyden, age 59, has been affiliated with The Clipper
Group, a merchant banking firm, since August 1994. Prior to joining The
Clipper Group, he was President and Chief Executive Officer of
Metallgesellschaft Corp., Frankfurt, Germany, a diversified holding company,
from December 1993 until July 1994. He was previously Co- Chairman and Chief
Executive Officer of RJR Nabisco, Inc. from March to June 1993 and was
Executive Vice President and Chief Financial Officer of RJR Nabisco from 1989
to 1993. Mr. von der Heyden is also a member of the board of directors of BT
Office Product International, The Country Baskets Index Fund, Inc., and Trizec
Corporation, Ltd., a Canadian company.

Marna C. Whittington, age 48, is a partner with the investment firm of
Miller, Anderson & Sherrerd, LLP, a division of Morgan Stanley Asset
Management, where she has been employed since 1992. Prior thereto, she was
executive vice president of the University of Pennsylvania since 1988. Dr.
Whittington is also a member of the board of directors of Rohm & Haas Company.

James M. Zimmerman, age 52, has been President and Chief Operating
Officer of Federated since May 1988 and President of Broadway since October
1995. Mr. Zimmerman is also a member of the board of directors of Broadway.

Executive Officers. Set forth below is certain information concerning
each person currently serving as an executive officer of Federated who is not
also a director of Federated. Each such person is a citizen of the

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<PAGE> 25
United States, and the business address of each such person is Federated
Department Stores, Inc., 7 West Seventh Street, Cincinnati, Ohio 45202.

Thomas G. Cody has been Executive Vice President -- Legal and Human
Resources of Federated since May 1988.

Dennis J. Broderick has been Secretary of Federated since July 1993,
Senior Vice President and General Counsel of Federated since January 1990 and
Vice President and Treasurer of Broadway since October 1995; prior thereto, he
served as Vice President and General Counsel of Allied Stores, Inc., a
predecessor of Federated, and General Counsel of Federated since May 1988 and
Vice President of Federated since February 1988. Mr. Broderick is also a
member of the board of directors of Broadway.

John E. Brown has been Senior Vice President of Federated since
September 1988 and Controller of Federated since January 1992.

Karen M. Hoguet has been Senior Vice President -- Planning of
Federated since April 1991 and Treasurer of Federated since January 1992; prior
thereto, she served as Vice President of Federated and Allied since December
1988.

SELECTED FINANCIAL INFORMATION

Set forth below is certain selected summary consolidated financial
information for Federated which was derived from its Annual Report on Form 10-K
for the fiscal year ended January 28, 1995 (the "Federated Form 10-K") and its
Quarterly Report on Form 10-Q (the "Federated Form 10-Q") for the fiscal
quarter ended October 28, 1995, each of which may be inspected and copied or
obtained as described in "Additional Information." The information set forth
below should be read in conjunction with, and is qualified in its entirety by
reference to, the information (including Federated's financial statements and
the notes thereto) contained in the Federated Form 10-K and Federated Form
10-Q.

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<PAGE> 26
SELECTED ANNUAL FINANCIAL INFORMATION
FOR FEDERATED

<TABLE>
<CAPTION>
Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year
Ended Ended Ended Ended Ended
January 28, January 29, January 30, February 1, February 2,
1995 1994 1993 1992 1991
------------ ----------- ------------ ------------ ------------
(Dollar amount in thousands)
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA (1):
Net sales, including leased department
sales . . . . . . . . . . . . . . . . . $ 8,315,877 $ 7,229,406 $ 7,079,941 $ 6,932,323 $ 7,141,983
------------ ----------- ------------ ------------ ------------
Cost of sales . . . . . . . . . . . . . . 5,131,363 4,373,941 4,229,396 4,202,223 4,394,976
Selling, general and administrative
expenses . . . . . . . . . . . . . . . 2,549,122 2,323,546 2,420,684 2,463,128 2,611,834
Business integration and consolidation
expenses . . . . . . . . . . . . . . . 85,867 -- -- -- --
Charitable contribution to Federated
Department Stores Foundation . . . . . -- -- -- -- --
------------ ----------- ------------ ------------ ------------
Operating income . . . . . . . . . . . . 549,525 531,919 429,861 266,972 135,173
Interest expense (2) . . . . . . . . . . (262,115) (213,544) (258,211) (504,257) (639,527)
Interest income . . . . . . . . . . . . . 43,874 49,405 60,357 67,260 83,585
------------ ----------- ------------ ------------ ------------
Income (loss) before reorganization
items, income taxes, extraordinary items
and cumulative effect of change in
accounting principle . . . . . . . . . 331,284 367,780 232,007 (170,025) (420,769)
Reorganization items (3) . . . . . . . . -- -- -- (1,679,936) (127,032)
Federal, state and local income tax
(expense) benefit . . . . . . . . . . . (143,668) (170,987) (99,299) 613,989 276,355
Extraordinary items (4) . . . . . . . . . -- (3,545) (19,699) 2,165,515 --
Cumulative effect of change in
accounting principle (5) . . . . . . . -- -- -- (93,151) --
------------ ----------- ------------ ------------ ------------
Net income (loss) . . . . . . . . . . . . $ 187,616 $ 193,248 $ 113,009 $ 836,392 $ (271,446)
============ =========== ============ ============ ============
Earnings per Share of Common Stock (6):
Income before extraordinary items . . . . $ 1.41 $ 1.56 $ 1.19 $ -- $ --
Extraordinary items . . . . . . . . . . . -- (.03) (.18) -- --
Net income . . . . . . . . . . . . . . . 1.41 1.53 1.01 -- --
Fully diluted earnings per share . . . . 1.40 1.50 1.01 -- --

Cash dividends per common share . . . . . . -- -- -- -- --

Average number of shares outstanding (6) . 132,862 126,293 111,350 -- --

Depreciation and amortization . . . . . . . $ 285,861 $ 229,781 $ 230,124 $ 260,884 $ 278,227

Capital expenditures . . . . . . . . . . . $ 397,664 $ 312,960 $ 207,931 $ 201,631 $ 93,143

BALANCE SHEET DATA (AT YEAR END) (1):
Cash . . . . . . . . . . . . . . . . . . $ 206,490 $ 222,428 $ 566,984 $ 1,002,482 $ 453,560
Working capital . . . . . . . . . . . . . 2,478,376 1,967,569 2,227,336 1,923,812 1,957,037
Total assets . . . . . . . . . . . . . . 12,379,712 7,419,427 7,019,770 7,501,145 9,150,056
Total assets less excess of cost over
net assets acquired . . . . . . . . . . 11,831,165 7,081,707 6,663,288 7,125,901 7,293,142
Short-term debt . . . . . . . . . . . . . 463,042 10,099 12,944 771,605 309,268
Liabilities subject to settlement under
reorganization proceedings . . . . . . -- -- -- -- 6,475,129
Long-term debt (including preferred
shares) . . . . . . . . . . . . . . . . 4,529,220 2,786,724 2,809,757 3,176,687 1,361,778
Shareholders' equity (deficit) . . . . . 3,639,610 2,278,244 2,074,980 1,454,132 (1,398,528)

OTHER DATA:

Book value per share (at year end) (6) . 19.93 18.03 16.46 -- --
Ratio of earnings to fixed charges (7) . . 1.99x 2.33x 1.72x -- --
Deficiency of earnings to fixed
charges (7) . . . . . . . . . . . . . . -- -- -- 1,850,143(8) 548,799(8)
</TABLE>

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<PAGE> 27
(1) As a result of Federated's emergence from bankruptcy and its adoption of
fresh-start reporting as of February 1, 1992, Federated's Consolidated
Balance Sheets at and after February 1, 1992 and its Consolidated
Statements of Operations for periods after February 1, 1992 are not
comparable to the Consolidated Financial Statements for prior periods and
therefore are separated by a black line.

(2) Excludes interest on unsecured prepetition indebtedness of $301,576,000 and
$290,979,000, respectively, for fiscal 1991 and fiscal 1990.

(3) Reflects the net expense incurred in connection with Federated's chapter 11
reorganization.

(4) The extraordinary items for 1993 and 1992 were costs associated with the
prepayment of certain Federated debt. The extraordinary item for 1991 was
a gain resulting from the discharge of prepetition claims pursuant to
Federated's plan of reorganization.

(5) Reflects the cumulative effect of the adoption of SFAS No. 106, "Employers'
Accounting for Postretirement Benefits other than Pensions," as of February
1, 1992.

(6) Per share and share data are not represented for periods during which there
were no publicly held shares of common stock of Federated.

(7) For purposes of computing the ratio (or deficiency) of earnings to fixed
charges, earnings consist of income before income taxes and extraordinary
items plus fixed charges (excluding capitalized interest). Fixed charges
represent interest incurred, amortization of debt expense, and that portion
of rental expense on operating leases deemed to be the equivalent of
interest.

(8) Excludes interest on unsecured prepetition indebtedness of $301,576,000 and
dividends on preferred stock of $47,405,000 for fiscal 1991 and interest on
unsecured prepetition indebtedness of $290,979,000 and dividends on
preferred stock of $47,405,000 for fiscal 1990.

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<PAGE> 28
SELECTED INTERIM FINANCIAL INFORMATION
FOR FEDERATED

<TABLE>
<CAPTION>
39 Weeks Ended
---------------------------
October 28, October 29,
1995 1994
---------------------------
(Dollar amount in
thousands)
<S> <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Net sales, including leased department sales . . . . . . . . . . . . . . . . . . . $9,783,624 $5,176,542
---------- ----------
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,015,413 3,169,401
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . 3,413,526 1,688,442
Business integration and consolidation expenses . . . . . . . . . . . . . . . . . . 211,479 27,005
Charitable contribution to Federated Department Stores Foundation . . . . . . . . . 25,581 --
---------- ----------
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117,625 291,694
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (365,775) (177,578)
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,718 32,555
---------- ----------
Income (loss) before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . (213,432) 146,671
Federal, state and local income tax benefit (expense) . . . . . . . . . . . . . . . 43,112 (66,334)
---------- ----------
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (170,320) $ 80,337
========== ==========

Earnings per Share of Common Stock:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (.91) $ .63
Fully diluted earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . (.90) .63

Cash dividends per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . -- --

Average number of shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . 187,508 126,545

BALANCE SHEET DATA (AT QUARTER END):
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 158,027 $ 125,924
Working capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,259,869 1,928,036
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,354,202 8,169,305
Total assets less excess of cost over net assets acquired . . . . . . . . . . . . . 14,642,954 7,845,657
Short-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 941,375 441,621
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,943,473 2,723,777
Shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,023,840 2,364,521

OTHER DATA:

Book value per share (at quarter end) . . . . . . . . . . . . . . . . . . . . . . 19.87 18.68

Ratio of earnings to fixed charges (1) . . . . . . . . . . . . . . . . . . . . . . -- 1.63x

Deficiency of earnings to fixed charges (1) . . . . . . . . . . . . . . . . . . . 214,323 --
</TABLE>

(1) For purposes of computing the ratio (or deficiency) of earnings to fixed
charges, earnings consist of income before income taxes and extraordinary
items plus fixed charges (excluding capitalized interest). Fixed charges
represent interest incurred, amortization of debt expense, and that portion
of rental expense on operating leases deemed to be the equivalent of
interest.

MERGER SUB

Merger Sub was incorporated in Delaware in March 1996 solely for the
purpose of effecting the Merger. Merger Sub is a wholly owned subsidiary of
Federated and, as of the date of this Information Statement, had no material
assets, liabilities or operations. Merger Sub's principal executive offices
are located at 7 West Seventh Street, Cincinnati, Ohio 45202. The persons who
serve as the director and executive officers of Merger Sub are the same persons
who serve as directors and executive officers of Broadway. See "Certain
Information Concerning Broadway -- Directors and Executive Officers."

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<PAGE> 29
ADDITIONAL INFORMATION

Each of Broadway and Federated currently is subject to the information
and reporting requirements of the Exchange Act and, in accordance therewith,
files periodic reports, proxy statements, and other information with the
Commission. Such reports, proxy statements, and other information may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549; 7
World Trade Center, Suite 1300, New York, New York 10048; and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
reports, proxy statements, and other information also can be obtained by mail
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents which have been filed by Broadway with the
Commission are hereby incorporated by reference in this Information Statement:
(i) Annual Report on Form 10-K for the 52 week period ended January 28, 1995,
(ii) Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 1995,
(iii) Quarterly Report on Form 10-Q for the fiscal quarter ended July 29, 1995,
(iv) Quarterly Report on Form 10-Q for the fiscal quarter ended October 28,
1995, and (v) Current Reports on Form 8-K, dated March 6, 1995, June 29, 1995,
August 11, 1995 (as amended by an amendment on Form 8-K/A dated November 7,
1995), and August 14, 1995 (as amended by an amendment on Form 8-K/A dated
August 14, 1995). The following documents which have been filed by Federated
with the Commission are hereby incorporated by reference in this Information
Statement: (i) Annual Report on Form 10-K for the fiscal year ended January
28, 1995, (ii) Quarterly Report on Form 10-Q for the fiscal quarter ended April
29, 1995, (iii) Quarterly Report on Form 10-Q for the fiscal quarter ended July
29, 1995, (iv) Quarterly Report on Form 10-Q for the fiscal quarter ended
October 28, 1995, and (v) Current Reports on Form 8-K, dated September 21,
1995, September 22, 1995, September 26, 1995, September 27, 1995, October 4,
1995, and October 11, 1995. The financial statements of Macy's contained in
Macy's Annual Report on Form 10-K for the fiscal year ended July 30, 1994 and
in Macy's Quarterly Report on Form 10-Q for the quarter ended October 29, 1994
are hereby incorporated by reference in this Information Statement.

All documents and reports filed by either Federated or Broadway
pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the
date of this Information Statement and prior to the Effective Time are deemed
to be incorporated by reference in this Information Statement and to be a part
hereof from the dates of filing of such documents or reports. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein is deemed to be modified or superseded for purposes of this Information
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded will not be deemed, except as so modified or superseded,
to constitute a part of this Information Statement.

This Information Statement incorporates by reference documents which
are not delivered herewith. These documents, other than exhibits to such
documents, are available, without charge, to any person, including any
beneficial owner of Broadway Preferred Stock to whom this Information Statement
is delivered, on written or oral request to Federated Department Stores, Inc.,
7 West Seventh Street, Cincinnati, Ohio 45202: Attention: Susan R. Robinson
(telephone number (513) 579-7780).

MISCELLANEOUS

Broadway and Federated have filed with the Commission a Transaction
Statement on Schedule 13E-3 pursuant to Rule 13e-3 under the Exchange Act,
furnishing certain additional information with respect to the Merger. Such
statement and amendments thereto may be examined and copies may be obtained at
the places

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<PAGE> 30
and in the manner set forth above (except that they will not be available in
the regional offices of the Commission).

No person has been authorized to give any information or to make any
representations not contained in this Information Statement, and if given or
made, such information or representation should not be relied upon as having
been authorized. The delivery of this Information Statement shall not, under
any circumstances, create any implication that there has been no change in the
information set forth herein, in the documents incorporated herein by reference
or in the affairs of Federated or Broadway since the date of this Information
Statement or the date of any such incorporated documents.

Questions and requests for assistance or additional copies of this
Information Statement, the Letter of Transmittal or other documents
accompanying this Information Statement should be directed to Susan R.
Robinson, Vice President -- Investor Relations of Federated, in writing at 7
West Seventh Street, Cincinnati, Ohio 45202, or by telephone at (513) 579-7780.

BROADWAY STORES, INC.

March 28, 1996

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<PAGE> 31
Annex I

SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW

Section 262. APPRAISAL RIGHTS.

(a) Any stockholder of a corporation of this State who holds
shares of stock on the date of the making of a demand pursuant to subsection
(d) of this section with respect to such shares, who continuously holds such
shares through the effective date of the merger or consolidation, who has
otherwise complied with subsection (d) of this section and who has neither
voted in favor of the merger or consolidation nor consented thereto in writing
pursuant to Section 228 of this title shall be entitled to an appraisal by the
Court of Chancery of the fair value of his shares of stock under the
circumstances described in subsections (b) and (c) of this section. As used in
this section, the word "stockholder" means a holder of record of stock in a
stock corporation and also a member of record of a nonstock corporation; the
words "stock" and "share" mean and include what is ordinarily meant by those
words and also membership or membership interest of a member of a nonstock
corporation; and the words "depository receipt" mean a receipt or other
instrument issued by a depository representing an interest in one or more
shares, or fractions thereof, solely of stock of a corporation, which stock is
deposited with the depository.

(b) Appraisal rights shall be available for the shares of any
class or series of stock of a constituent corporation in a merger or
consolidation to be effected pursuant to Sections 251 (other than a merger
effected pursuant to subsection (g) of Section 251), 252, 254, 257, 258, 263 or
264 of this title:

(1) Provided, however, that no appraisal rights under this
section shall be available for the shares of any class or series of
stock, which stock, or depository receipts in respect thereof, at the
record date fixed to determine the stockholders entitled to receive
notice of and to vote at the meeting of stockholders to act upon the
agreement of merger or consolidation, were either (i) listed on a
national securities exchange or designated as a national market system
security on an interdealer quotation system by the National
Association of Securities Dealers, Inc. or (ii) held of record by more
than 2,000 holders; and further provided that no appraisal rights
shall be available for any shares of stock of the constituent
corporation surviving a merger if the merger did not require for its
approval the vote of the holders of the surviving corporation as
provided in subsection (f) of Section 251 of this title.

(2) Notwithstanding paragraph (1) of this subsection,
appraisal rights under this section shall be available for the shares
of any class or series of stock of a constituent corporation if the
holders thereof are required by the terms of an agreement of merger or
consolidation pursuant to Sections 251, 252, 254, 257, 258, 263 and
264 of this title to accept for such stock anything except:

a. Shares of stock of the corporation surviving
or resulting from such merger or consolidation, or depository
receipts in respect thereof:

b. Shares of stock of any other corporation, or
depository receipts in respect thereof, which shares of stock
or depository receipts at the effective date of the merger or
consolidation will be either listed on a national securities
exchange or designated as a national market system security on
an interdealer quotation system by the National Association of
Securities Dealers, Inc. or held of record by more than 2,000
holders;

c. Cash in lieu of fractional shares or
fractional depository receipts described in the foregoing
subparagraphs a. and b. of this paragraph; or

d. Any combination of the shares of stock,
depository receipts and cash in lieu of fractional shares or
fractional depository receipts described in the foregoing
subparagraphs a., b. and c. of this paragraph.

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<PAGE> 32
(3) In the event all of the stock of a subsidiary Delaware
corporation party to a merger effected under Section 253 of this
title is not owned by the parent corporation immediately prior to the
merger, appraisal rights shall be available for the shares of the
subsidiary Delaware corporation.

(c) Any corporation may provide in its certificate of
incorporation that appraisal rights under this section shall be available for
the shares of any class or series of its stock as a result of an amendment to
its certificate of incorporation, any merger or consolidation in which the
corporation is a constituent corporation or the sale of all or substantially
all of the assets of the corporation. If the certificate of incorporation
contains such a provision, the procedures of this section, including those set
forth in subsections (d) and (e) of this section, shall apply as nearly as is
practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for which
appraisal rights are provided under this section is to be submitted
for approval at a meeting of stockholders, the corporation, not less
than 20 days prior to the meeting, shall notify each of its
stockholders who was such on the record date for such meeting with
respect to shares for which appraisal rights are available pursuant to
subsections (b) or (c) hereof that appraisal rights are available for
any or all of the shares of the constituent corporations, and shall
include in such notice a copy of this section. Each stockholder
electing to demand the appraisal of his shares shall deliver to the
corporation, before the taking of the vote on the merger or
consolidation, a written demand for appraisal of his shares. Such
demand will be sufficient if it reasonably informs the corporation of
the identity of the stockholder and that the stockholder intends
thereby to demand the appraisal of his shares. A proxy or vote
against the merger or consolidation shall not constitute such a
demand. A stockholder electing to take such action must do so by a
separate written demand as herein provided. Within 10 days after the
effective date of such merger or consolidation, the surviving or
resulting corporation shall notify each stockholder of each
constituent corporation who has complied with this subsection and has
not voted in favor of or consented to the merger or consolidation of
the date that the merger or consolidation has become effective; or

(2) If the merger or consolidation was approved pursuant
to Section 228 or 253 of this title, the surviving or resulting
corporation, either before the effective date of the merger or
consolidation or within 10 days thereafter, shall notify each of the
stockholders entitled to appraisal rights of the effective date of the
merger or consolidation and that appraisal rights are available for
any or all of the shares of the constituent corporation, and shall
include in such notice a copy of this section. The notice shall be
sent by certified or registered mail, return receipt requested,
addressed to the stockholder at his address as it appears on the
records of the corporation. Any stockholder entitled to appraisal
rights may, within 20 days after the date of mailing of the notice,
demand in writing from the surviving or resulting corporation the
appraisal of his shares. Such demand will be sufficient if it
reasonably informs the corporation of the identity of the stockholder
and that the stockholder intends thereby to demand the appraisal of
his shares.

(e) Within 120 days after the effective date of the merger or
consolidation, the surviving or resulting corporation or any stockholder who
has complied with subsections (a) and (d) hereof and who is otherwise entitled
to appraisal rights, may file a petition in the Court of Chancery demanding a
determination of the value of the stock of all such stockholders.
Notwithstanding the foregoing, at any time within 60 days after the effective
date of the merger or consolidation, any stockholder shall have the right to
withdraw his demand for appraisal and to accept the terms offered upon the
merger or consolidation. Within 120 days after the effective date of the
merger or consolidation, any stockholder who has complied with the requirements
of subsections (a) and (d) hereof, upon written request, shall be entitled to
receive from the corporation surviving the merger or resulting from the
consolidation a statement setting forth the aggregate number of shares not
voted in favor of the merger or consolidation and with respect to which demands
for appraisal have been received and the aggregate number of holders of such
shares. Such written statement shall be mailed to the stockholder within 10
days after his

I-2

<PAGE> 33
written request for such a statement is received by the surviving or resulting
corporation or within 10 days after expiration of the period for delivery of
demands for appraisal under subsection (d) hereof, whichever is later.

(f) Upon the filing of any such petition by a stockholder, service
of a copy thereof shall be made upon the surviving or resulting corporation,
which shall within 20 days after such service file in the office of the
Register in Chancery in which the petition was filed a duly verified list
containing the names and addresses of all stockholders who have demanded
payment for their shares and with whom agreements as to the value of their
shares have not been reached by the surviving or resulting corporation. If the
petition shall be filed by the surviving or resulting corporation, the petition
shall be accompanied by such a duly verified list. The Register in Chancery,
if so ordered by the Court, shall give notice of the time and place fixed for
the hearing of such petition by registered or certified mail to the surviving
or resulting corporation and to the stockholders shown on the list at the
addresses therein stated. Such notice shall also be given by 1 or more
publications at least 1 week before the day of the hearing, in a newspaper of
general circulation published in the City of Wilmington, Delaware or such
publication as the Court deems advisable. The forms of the notices by mail and
by publication shall be approved by the Court, and the costs thereof shall be
borne by the surviving or resulting corporation.

(g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled
to appraisal rights. The Court may require the stockholders who have demanded
an appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceedings as
to such stockholder.

(h) After determining the stockholders entitled to an appraisal,
the Court shall appraise the shares, determining their fair value exclusive of
any element of value arising from the accomplishment or expectation of the
merger or consolidation, together with a fair rate of interest, if any, to be
paid upon the amount determined to be the fair value. In determining such fair
value, the Court shall take into account all relevant factors. In determining
the fair rate of interest, the Court may consider all relevant factors,
including the rate of interest which the surviving or resulting corporation
would have had to pay to borrow money during the pendency of the proceeding.
Upon application by the surviving or resulting corporation or by any
stockholder entitled to participate in the appraisal proceeding, the Court may,
in its discretion, permit discovery or other pretrial proceedings and may
proceed to trial upon the appraisal prior to the final determination of the
stockholder entitled to an appraisal. Any stockholder whose name appears on
the list filed by the surviving or resulting corporation pursuant to subsection
(f) of this section and who has submitted his certificates of stock to the
Register in Chancery, if such is required, may participate fully in all
proceedings until it is finally determined that he is not entitled to appraisal
rights under this section.

(i) The Court shall direct the payment of the fair value of the
shares, together with interest, if any, by the surviving or resulting
corporation to the stockholders entitled thereto. Interest may be simple or
compound, as the Court may direct. Payment shall be so made to each such
stockholder, in the case of holders of uncertificated stock forthwith, and the
case of holders of shares represented by certificates upon the surrender to the
corporation of the certificates representing such stock. The Court's decree
may be enforced as other decrees in the Court of Chancery may be enforced,
whether such surviving or resulting corporation be a corporation of this State
or of any state.

(j) The costs of the proceeding may be determined by the Court and
taxed upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the value of all
the shares entitled to an appraisal.

(k) From and after the effective date of the merger or
consolidation, no stockholder who has demanded his appraisal rights as provided
in subsection (d) of this section shall be entitled to vote such stock for any
purpose or to receive payment of dividends or other distributions on the stock
(except dividends or other

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<PAGE> 34
distributions payable to stockholders of record at a date which is prior to the
effective date of the merger or consolidation); provided, however, that if no
petition for an appraisal shall be filed within the time provided in subsection
(e) of this section, or if such stockholder shall deliver to the surviving or
resulting corporation a written withdrawal of his demand for an appraisal and
an acceptance of the merger or consolidation, either within 60 days after the
effective date of the merger or consolidation as provided in subsection (e) of
this section or thereafter with the written approval of the corporation, then
the right of such stockholder to an appraisal shall cease. Notwithstanding the
foregoing, no appraisal proceeding in the Court of Chancery shall be dismissed
as to any stockholder without the approval of the Court, and such approval may
be conditioned upon such terms as the Court deems just.

(l) The shares of the surviving or resulting corporation to which
the shares of such objecting stockholders would have been converted had they
assented to the merger or consolidation shall have the status of authorized and
unissued shares of the surviving or resulting corporation.

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Annex II

HOULIHAN LOKEY HOWARD & ZUKEN

A SPECIALTY INVESTMENT BANKING FIRM

March 19, 1996

Pension and Profit Sharing Committee for the

Carter Hawley Hale Savings and Investment Plan

Ladies and Gentlemen:

At your request, on behalf of the Pension and Profit Sharing Committee (the
"Committee" hereinafter) for the Carter Hawley Hale Savings and Investment Plan
(the "Plan" hereinafter), we have made an analysis of 411.6 shares of Broadway
Stores, Inc. ("Broadway") Series A Preferred Stock, par value $0.01 per share
(the "Broadway Preferred Stock") held by the Plan, and submit this letter on
our findings.

The purpose of this analysis was to express an opinion (the "Opinion") as to
the fair market value, as of March 19, 1996 (the "Valuation Date"), of the
Broadway Preferred Stock. We understand the Opinion will be used by the
Committee as a valuation basis in connection with the Committee's evaluation of
whether the merger price ("Merger Price") to be paid by Federated Department
Stores, Inc. ("Federated") per share of Broadway Preferred Stock in connection
with the merger (the "Merger") of "Merger Sub" with and into "Broadway"
constitutes "adequate consideration" for such Broadway Preferred Stock. For
purposes of this Opinion, the terms "Merger Price", "Merger", "Merger Sub" and
Broadway have the meanings given thereto in the Notice of Action by Written
Consent and Availability of Appraisal Rights and Certain Other Matters
("Notice" hereinafter) that was filed in preliminary form by Broadway with the
Securities and Exchange Commission on Schedule 14C ("Schedule 14C") and will be
distributed by Broadway to certain holders of the Broadway Preferred Stock; and
the term "adequate consideration" has the meaning given thereto in DOL Proposed
Regulation Section 2510.3-18.

31 West 52nd Street, 11th Floor
New York, New York 10019-6118
Tel. (212) 582-5000 Fax (212) 582-7405

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Pension and Profit Sharing Committee for the
Carter Hawley Hale Savings and Investment Plan
March 19, 1996 Page - 2-

Broadway is a Delaware corporation engaged in the operation of department
stores in California and in the Southwestern United States. Corporate
headquarters are located in Cincinnati, Ohio. As a result of a merger
agreement entered into on August 14, 1995 which provided for the merger of a
wholly owned subsidiary of Federated ("Newco") with and into Broadway (the
"1995 Merger"), Broadway became a subsidiary of Federated on October 11, 1995.
At the effective time of the 1995 Merger, (i) each then outstanding share of
Broadway common stock ("Old Broadway Common Stock" hereinafter) was converted
into the right to receive 0.27 shares of common stock of Federated ("Federated
Common Stock" hereinafter), (ii) each then outstanding share of Broadway
preferred stock ("Old Broadway Preferred Stock" hereinafter) was converted into
.001 of a share of Broadway Preferred Stock, and (iii) each then outstanding
share of common stock of Newco was coverted into 370.44 shares of Broadway
common stock ("Broadway Common Stock" hereinafter). As of the Valuation Date
ownership of Broadway was represented by 37,044 common shares and 738.1 shares
of Series A Preferred Stock, par value $0.01 outstanding.

The rights and preferences of the Broadway Series A Preferred Stock are such
that .001 of a share has rights and preferences substantially identical to
those of one share of Old Broadway Preferred Stock. Prior to the 1995 Merger,
each outstanding share of Old Broadway Preferred Stock was exchangeable for one
warrant (an "Old Broadway Warrant") to purchase one share of Old Broadway
Common Stock for a purchase price of $17.00. As a result of the 1995 Merger,
each Old Broadway Warrant became and continues to be exercisable to purchase
0.27 shares of Federated Common Stock for a purchase price of $17.00 (i.e.,
$62.96 per whole share of Federated Common Stock). Similarly, each .001 of a
share of Broadway Preferred Stock is exchangeable for one warrant (a "Broadway
Warrant") to purchase 0.27 shares of Federated Common Stock for a purchase
price of $17.00 (i.e., $62.96 per whole share of Federated Common Stock).

The term "fair market value," as used herein, is defined as the price at which
the Broadway Preferred Stock would change hands between a willing buyer and a
willing seller when the former is not under any compulsion to buy and the
latter is not under any compulsion to sell, and both parties are able, as well
as willing, to trade and are well-informed about the asset and the market for
that asset.

It is Houlihan Lokey's understanding, upon which it is relying, that the
Committee and any other recipient of the Opinion will consult with and rely
solely upon their own legal counsel with respect to said definitions. No
representation is made herein, or directly or indirectly by the Opinion, as to
any legal matter or as to the sufficiency of said definitions for any purpose
other than setting forth the scope of Houlihan Lokey's Opinion hereunder.

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Pension and Profit Sharing Committee for the
Carter Hawley Hale Savings and Investment Plan
March 19, 1996 Page -3-

In connection with this Opinion, we have made such reviews, analyses and
inquiries as we have deemed necessary and appropriate under the circumstances.
Among other things, we have:

o held discussions with representatives of Broadway and
Federated regarding the Broadway Preferred Stock;

o reviewed certain publicly available information regarding
Federated and Broadway;

o reviewed historical market prices and trading volume for
certain of Federated and Broadway's publicly traded
securities;

o reviewed copies of the following documents:

(i) Proxy Statement of Broadway Stores, Inc. And Prospectus of
Federated Department Stores, Inc. dated September 8, 1995;

(ii) Schedule 14C - Information Statement filed with the SEC
for Broadway Stores, Inc. dated February 20, 1996;

(iii) Series E Warrant Agreement;

(iv) Disclosure Statement and Plan of Reorganization for
Carter Hawley Hale Stores, Inc. dated July 28, 1992; and

o conducted such other studies, analyses and inquiries as we
have deemed appropriate.

We have not independently verified the accuracy and completeness of the
information supplied to us with respect to Broadway and Federated and do not
assume any responsibility with respect to it. We have not made any physical
inspection or independent appraisal of any of the properties or assets of
either Broadway or Federated. Our opinion is necessarily based on business,
economic, market and other conditions as they existed and could be evaluated by
us as of the date of this letter.

In our analysis, the value of the Broadway Preferred Stock has been developed
by: (a) comparing its rights, preferences and privileges with those of
comparable publicly traded preferred stocks; (b) analyzing its key financial
ratios (pre-tax fixed charge coverage, total asset coverage, total debt

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Pension and Profit Sharing Committee for the
Carter Hawley Hale Savings and Investment Plan
March 19, 1996 Page -4-

to common equity etc.) with those of comparable publicly traded preferred
stocks; and (c) analyzing changes in interest rates and the price of
Federated's common stock.

In general, the most important factors to be considered in determining the
value of convertible or exchangeable preferred stock are its yield, dividend
coverage, conversion features, call protection, common stock volatility and
liquidation preference. However, the analysis must also consider those rights
and privileges that might affect value, including whether or not the dividend
is cumulative, payable in kind or in cash, the voting rights and control vested
with the preferred stock, and the redemption features of the preferred stock.

PREFERRED STOCK VALUATION

VALUATION OF PREFERRED STOCK RIGHTS AND PRIVILEGES: GENERAL CONCEPTS

Payment of yield on preferred securities is dependent on the ability of the
corporation to generate cash flow in excess of normal working capital
requirements. Further, the decision to distribute cash flow is at the
discretion of the corporation's board of directors, subject to possible
restrictions under applicable law and debt instruments to which the corporation
is a party. To the extent that distributions are permitted but not made,
retained earnings would inure principally to the benefit of the residual or
growth interests. Thus, noncumulative preferred interests (without yield-
paying capacity or discretionary control) have the disadvantage of not being
able to compel the payment of current or past dividend distributions.
Consequently, most publicly traded preferred stocks address this investor
concern by offering a cumulative feature. That is, if any preferred dividends
are omitted, the arrears must be paid before distributions can be made to
common shareholders. Without yield-paying capacity or the capability of
enforcing payment of yield, the noncumulative feature may be virtually
worthless.

The degree of control exercisable by the preferred shareholders is another
important consideration. While some preferred interests possess voting
control, other interests may have only conditional voting privileges (i.e., if
dividends are in arrears for a specified period of time). If a preferred
interest enjoys voting control, its value is enhanced significantly. The
ability to compel the payment of distributions (when discretionary), or to
liquidate the corporation in order to realize the preferred interest's claim to
underlying assets, and to influence managerial policy, all serve to provide
downside risk protection; accordingly, this reduces the effective dividend
yield rate required by a preferred interest holder.

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Pension and Profit Sharing Committee for the
Carter Hawley Hale Savings and Investment Plan
March 19, 1996 Page -5-

Convertibility is another feature that may be offered in a preferred interest.
In most publicly traded issues a convertible preferred stock can be exchanged
for a specific number of common shares (or warrants as in the case of the
Broadway Preferred Stock) at a specified price. In certain circumstances, this
privilege may enable the preferred stockholder to share in a company's
potential growth and still enjoy the relatively lower risks and steadier return
on the preferred stock. Thus, the price paid for the convertible preferred
will be a function of the price of the common stock and the effective yield
rate.

Liquidation preference is a right enjoyed by virtually all preferred interests.
In certain circumstances, the ability to receive one's original capital
contribution before other interests receive liquidation proceeds may represent
a substantial cushion against downside risk, especially when the preferred
interest represents a very high portion of total capital, when corporate assets
are in volatile industries, or when corporate assets are relatively illiquid.
Liquidation preference, coupled with the ability to compel liquidation,
represents another way of realizing one's claim on underlying assets, assuming
corporate assets are sufficient to satisfy the preference claim.

A participation feature allows the preferred interest to participate in any
remaining liquidation distributions, once the respective preference amounts
have been satisfied. While this feature is uncommon among publicly traded
preferred stocks, it may be found in those securities or interests where a
"sweetener" is needed to supplement inadequate yield- paying ability. These
general considerations form a basis for our analysis, which now focuses on the
specific factors of the subject preferred stock.

RIGHTS AND PRIVILEGES OF THE BROADWAY PREFERRED STOCK

Our analysis of the Broadway Preferred Stock is predicated upon the rights and
privileges of the security, as described in Schedule 14C. This document
indicates that the Broadway Preferred Stock has the following summary rights,
privileges, provisos, and limitations:

(a) stated par value of $0.01 per share;

(b) liquidation preference equal to $250.00 per whole share upon any
liquidation, dissolution, or winding up of Broadway;

(c) non-cumulative cash dividends equal to $50.00 per whole share per
annum payable in arrears, if, as and when declared by Broadway's
board of directors, on September 15th of each year;

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Pension and Profit Sharing Committee for the
Carter Hawley Hale Savings and Investment Plan
March 19, 1996 Page -6-

(d) exchange rights, pursuant to which (absent the Merger) the holder
prior to the close of business on October 8, 1999 could exchange
each .001 of a share of Broadway Preferred Stock for a Broadway
Warrant. Each Broadway Warrant entitles the holder to purchase
0.27 shares of Federated Common Stock for $17.00 (or conversely,
one whole share of Federated Common Stock for a purchase price
equal to $62.96);

(e) redeemable at the option of Broadway at any time after October 8,
1999 at a price equal to $250.00 per whole share; and

(f) one vote per each whole share of Broadway Preferred Stock, voting
together with the Broadway Common Stock as a single class.

In connection with our review of the Schedule 14 C, we have assumed all the
provisions of the Broadway Preferred Stock therein contained are valid and
effective according to their respective terms.

VALUATION CONSIDERATIONS REGARDING THE RIGHTS AND PRIVILEGES OF THE BROADWAY
PREFERRED STOCK

Our valuation analysis of the Broadway Preferred Stock in this section will
focus on an examination of its rights and privileges before an assessment of
its financial characteristics and the ultimate determination of the value of
the Broadway Preferred Stock held by the Plan.

DIVIDENDS. As noted earlier, cash dividends on the Broadway Preferred Stock
are non-cumulative and payable in arrears in cash on September 15 if declared
by the Board of Directors of Broadway in an amount equal to $50.00 per whole
share. Broadway has not historically paid, and is not expected to pay
dividends on the Broadway Preferred Stock.

REDEMPTION. The redemption feature for the Broadway Preferred Stock allows
Broadway to repurchase the security from the holders at any time after October
8, 1999 at a price equal to $250.00 per whole share. If a preferred security
is paying a reasonable dividend a redemption provision generally detracts value
(increases the required yield) if it allows a company to redeem the preferred
securities on terms favorable to the company, thus exposing the security holder
to "redemption risk." Fixed rate preferred stock trading in the public
marketplace often faces this risk if stated coupon yields are above market
rates--should the company redeem the security, the

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Pension and Profit Sharing Committee for the
Carter Hawley Hale Savings and Investment Plan
March 19, 1996 Page -7-

investor loses the benefit of the high coupon. Although a holder of Broadway
Preferred Stock is protected from redemption for approximately three and a half
years from the Valuation Date, this call protection is virtually worthless due
to the fact that the Broadway Preferred Stock has not, and is not expected to,
pay any dividends.

LIQUIDATION PREFERENCE. As described above, the liquidation preference right
allows the holder of Broadway Preferred Stock a preference as to distribution
of assets in the event of liquidation of up to $250.00 per whole share. Common
stockholders thus provide a capital cushion that reduces the risk of capital
loss in the event of financial distress or dissolution.

EXCHANGE RIGHT. Holders of the Broadway Preferred Stock have the right to
exchange at any time prior to October 8, 1999 each .001 of a share of Broadway
Preferred Stock for one Broadway Warrant. In certain circumstances, an
investor purchasing a convertible security receives the advantages of a more
senior security, that is, safety of principal in terms of a prior claim to
assets over common equity holders and relative income stability at a known
rate. If the common stock of the issuer increases in value, the convertible
security will usually rise to reflect the increased value of the underlying
common stock. If the price of the underlying common stock declines, the price
of the convertible security will probably decline as well, but only to the
point where it yields a satisfactory return on its value as a straight
preferred stock. Accordingly, in certain circumstances, convertibility may
lower the yield otherwise required by an investor in a non-convertible
preferred security due to the valuable conversion option embedded in the
security.

WARRANT VALUATION

As stated in our discussion of exchange rights, an exchange option may lower
the yield otherwise demanded by investors in preferred stock issues. The
precise amount is difficult to gauge by comparing the subject company preferred
stock to publicly traded convertible preferred stocks due to the varying
parameters of the conversion options of these securities. For purposes of this
analysis, we have valued the exchange right using the Black-Scholes option
pricing model, a widely accepted valuation model that has been empirically
tested and determined to reasonably approximate the value of warrants and
options. The value of the call option or warrant stems from the probability
that at expiration the value of the underlying common stock may exceed the call
option or warrant's exercise price. The Black-Scholes model requires six
inputs, summarized as follows:

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Pension and Profit Sharing Committee for the
Carter Hawley Hale Savings and Investment Plan
March 19, 1996 Page -8-

1. THE VALUE OF THE UNDERLYING COMMON STOCK. Each whole share of
Broadway Preferred Stock is exchangeable at any time prior to
October 8, 1999 into 1,000 Broadway Warrants which entitle the
holder to purchase Federated common stock that has a marketable
minority interest value using a 10 day average price as of the
Valuation Date of $33.04 per share. As the market value of the
common stock appreciates, the call option becomes more valuable.

2. THE DIVIDEND ON THE COMMON STOCK. Federated did not pay any
common dividends in fiscal 1995 and is not expected to pay a
dividend in the near future. A call option or warrant on
dividend paying stocks is worth less, all other factors being
equal, because less capital inures to the benefit of
shareholders in the form of capital appreciation (also enjoyed
by option holders), and more capital is distributed in the form
of current return (not enjoyed by option or warrant holders).

3. THE EXERCISE PRICE. The exercise price is the consideration
paid upon exercise of the option. In general, the higher the
exercise price, the lower the value of the call option or
warrant. In the case of the Broadway Preferred Stock, the
exercise price is equal to $17.00 per Broadway Warrant or $62.96
per whole share of Federated Common Stock.

4. VOLATILITY. Volatility is characterized by the relative
movement of a stock price measured over a specified period of
time. The greater the price volatility of a security, the
greater the value of the conversion option or warrant, all other
factors being equal.

5. RISK-FREE RATE. The higher the interest rate is, the lower the
cost of exercising the call option or warrant in present value
terms.

6. TIME TO EXPIRATION OF OPTION. Absent the Merger, holders of the
Broadway Preferred Stock could exchange their security for a
Broadway Warrant at any time prior to October 8, 1999. In
general, the longer the time until the expiration of the option,
the greater the value of the option because of the greater
potential for appreciation of the underlying common stock.

Because dividends on the Broadway Preferred Stock are not anticipated to be
paid prior to redemption and the holders cannot force redemption of the
Broadway Preferred Stock, we have concluded that the security as a
non-convertible preferred stock does not have any significant value other than
the present value of an anticipated redemption by Broadway (at $250.00 per
whole share) at the earliest redemption date on October 9, 1999. Based on our
analysis the

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Pension and Profit Sharing Committee for the
Carter Hawley Hale Savings and Investment Plan
March 19, 1996 Page -9-

aggregate present value of the hypothetical redemption proceeds to be paid to
the Plan is approximately $83,600 or $203.00 per whole share of Broadway
Preferred Stock held by the Plan as of the Valuation Date. However, because
the Broadway Preferred Stock is exchangeable into Broadway Warrants we have
incorporated the value of the Broadway Warrants in our analysis of the fair
market value of the Broadway Preferred Stock.

In analyzing the value of the Broadway Warrants we have utilized the Black
Scholes Option Pricing Model (as described above) and considered the recent
trading history of certain publicly traded warrants on Broadway stock. In
addition, we have also taken into consideration the Broadway Warrants' inherent
lack of liquidity. Based on our analysis the aggregate value of the Broadway
Warrants that would be received upon a hypothetical exchange of all of the
Broadway Preferred Stock held by the Plan is $123,480 or $300.00 per whole
share of Broadway Preferred Stock held by the Plan as of the Valuation Date.

Based upon the investigation, premises, provisos, and analyses outlined above,
and subject to the attached "LIMITING FACTORS AND OTHER ASSUMPTIONS," it is our
opinion that, as of March 19, 1996, the fair market value of 411.6 shares of
Broadway Preferred Stock held by the Plan at that date is reasonably stated in
the aggregate amount of ONE HUNDRED TWENTY-THREE THOUSAND FOUR HUNDRED AND
EIGHTY DOLLARS ($123,480) or THREE HUNDRED DOLLARS ($300.00) per whole share of
Broadway Preferred Stock.

In accordance with recognized professional ethics, our fees for this service
are not contingent upon the opinion expressed herein, and neither Houlihan,
Lokey, Howard & Zukin, Inc. nor any of its employees have a present or intended
financial interest in either Broadway or Federated.

HOULIHAN, LOKEY, HOWARD & ZUKIN, Inc.

/s/ Houlihan, Lokey, Howard & Zukin, Inc.

Attachment

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ATTACHMENT

LIMITING FACTORS AND OTHER ASSUMPTIONS

In accordance with recognized professional ethics, the professional fee for
this service is not contingent upon our conclusion of value, and neither
Houlihan, Lokey, Howard & Zukin, Inc. nor any of its employees has a present or
intended financial interest in Broadway or Federated.

The opinion of value expressed herein is valid only for the stated purpose and
date of the appraisal.

Financial statements and other information provided by either Broadway or
Federated or their representatives in the course of this investigation have
been accepted, without further verification, as correctly reflecting Broadway
and Federated's respective business conditions and operating results for the
respective periods, except as specifically noted herein.

Public information and industry and statistical information are from sources we
deem to be reliable; however, we make no representation as to the accuracy or
completeness of such information, and have accepted the information without
further verification.

The conclusions are based upon the assumption that present management would
continue to maintain the character and integrity of the enterprise
notwithstanding any sale, reorganization, or diminution of the owners'
participation.

This letter and the conclusions stated herein are for the exclusive use of our
client. Furthermore, the letter and conclusions are not intended by the
author, and should not be construed by the reader, to be investment advice in
any manner whatsoever. The conclusions reached herein represent the considered
opinion of Houlihan, Lokey, Howard & Zukin, Inc., based upon information
furnished to them by the Committee and other sources. The extent to which the
conclusions and valuations arrived at herein should be relied upon, should be
governed and weighted accordingly.

Neither all nor any part of the contents of this letter should be conveyed to
the public through advertising, public relations, news, sales, mail, direct
transmittal, or other media, without the prior written consent and approval of
Houlihan, Lokey, Howard & Zukin, Inc.

No opinion, counsel or interpretation is intended in matters that require legal
or other appropriate professional advice. It is assumed that such opinions,
counsel or interpretations have been or will be obtained from the appropriate
professional sources.

Future services regarding the subject matter of this letter, including, but not
limited to, testimony or attendance in court, shall not be required of
Houlihan, Lokey, Howard & Zukin, Inc. unless previous arrangements have been
made therefor in writing.

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Annex III

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger, dated as of March 20, 1996 (this
"Agreement"), is made and entered into by and among Broadway Stores, Inc., a
Delaware corporation (the "Company"), Federated Department Stores, Inc., a
Delaware corporation ("Parent"), and Broadway Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent ("Merger Sub").

RECITALS

A. The Board of Directors of the Company has determined it is in
the best interests of its stockholders for Merger Sub to merge with and into
the Company on the terms set forth herein and has adopted a resolution
approving this Agreement in accordance with Section 251 of the Delaware General
Corporation Law ("DGCL").

B. The Board of Directors of Merger Sub has determined it is in the
best interests of its stockholders for Merger Sub to merge with and into the
Company on the terms set forth herein and has adopted a resolution approving
this Agreement in accordance with Section 251 of the DGCL.

C. Pursuant to Section 228 of the DGCL, this Agreement has been
duly adopted by the holders of a majority of the outstanding capital stock of
the Company entitled to vote thereon, thereby satisfying the stockholder
adoption requirements of Section 251 of the DGCL.

D. Pursuant to Section 228 of the DGCL, this Agreement has been
duly adopted by the holders of a majority of the outstanding capital stock of
Merger Sub entitled to vote thereon, thereby satisfying the stockholder
adoption requirements of Section 251 of the DGCL.

NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, the parties hereto hereby agree as follows:

I. The Merger

1.1 The Merger. At the Effective Time (as defined below), Merger
Sub will be merged with and into the Company (the "Merger") in accordance with
the applicable provisions of the General Corporation Law of the State of
Delaware (the "DGCL"), and the separate corporate existence of Merger Sub will
thereupon cease. The Company will be the surviving corporation in the Merger
(as such, the "Surviving Corporation"). The Merger will have the effects
specified in the DGCL.

1.2 Effective Time. As soon as practicable on or following the date
of this Agreement, Merger Sub and the Company will cause either this Agreement
or a certificate of merger to be filed with the Secretary of State of the State
of Delaware in accordance with Section 251 of the DGCL. Upon the completion of
such filing, the Merger will become effective in accordance with the DGCL. The
time and date on which the Merger becomes effective is herein referred to as
the "Effective Time."

1.3 Certificate of Incorporation and By-Laws of Surviving
Corporation. (a) The certificate of incorporation of the Company will be the
certificate of incorporation of the Surviving Corporation from and after the
Effective Time until amended in accordance with its terms and the DGCL.

(b) The by-laws of the Company will be the by-laws of the Surviving
Corporation from and after the Effective Time until amended in accordance with
their terms and the DGCL.

1.4 Directors and Officers of Surviving Corporation. (a) The
members of the Board of Directors of the Company immediately prior to the
Effective Time will be the members of the Board of Directors of the

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Surviving Corporation. All of the members of the Board of Directors of the
Surviving Corporation will serve until their successors are duly elected or
appointed and qualified or until their earlier death, resignation or removal in
accordance with the certificate of incorporation and the by-laws of the
Surviving Corporation.

(b) The officers of the Company immediately prior to the Effective
Time will be the officers of the Surviving Corporation. Such persons will
continue as officers of the Surviving Corporation until their successors have
been duly elected or appointed and qualified or until their earlier death,
resignation or removal in accordance with the certificate of incorporation and
the by-laws of the Surviving Corporation.

II. Conversion of Securities

2.1 Conversion of Securities. (a) At the Effective Time, each share
of Common Stock, par value $0.01 per share, of the Company (each, a "Company
Common Share") issued and outstanding immediately prior to the Effective Time
will, by virtue of the Merger and without any action on the part of the holder
thereof, cease to be outstanding, be cancelled and retired without payment of
any consideration therefor.

(b) At the Effective Time, each one one-thousandth of a share of
Series A Preferred Stock, par value $0.01 per share, of the Company (each, a
"Company Preferred Share") issued and outstanding immediately prior to the
Effective Time (other than any one one-thousandth of a Company Preferred Share
held by a holder who demands and perfects the right for appraisal of such one
one-thousandth of a share in accordance with the applicable provisions of the
DGCL) will, by virtue of the Merger and without any action on the part of the
holder thereof, be converted into the right to receive from Parent $0.50 in
cash, without interest thereon (the "Consideration"). Each one one-thousandth
of a Company Preferred Share so converted will, by virtue of the Merger and
without any action on the part of the holder thereof, cease to be outstanding,
be cancelled and retired, and each holder of a certificate previously
representing any such one one-thousandth of a Company Preferred Share will
thereafter cease to have any right with respect thereto, except the right to
receive for such one one-thousandth of a Company Preferred Share, upon the
surrender of such certificate in accordance with Section 2.2, the
Consideration.

(c) At the Effective Time, each share of Common Stock, par value
$0.01 per share, of Merger Sub issued and outstanding immediately prior to the
Effective Time will, by virtue of the Merger and without any action on the part
of Merger Sub or the holder thereof, be converted into one share of common
stock, par value $0.01 per share, of the Surviving Corporation, which shares of
Common Stock will constitute all of the issued and outstanding shares of
capital stock of the Surviving Corporation immediately after the Effective
Time.

2.2 Payment for Company Preferred Shares. (a) At the Effective
Time, Parent will make available to The Bank of New York (the "Paying Agent"),
for the benefit of the holders of Company Preferred Shares, an amount
sufficient to effect the delivery of the aggregate Consideration payable to the
holders of the Company Preferred Shares pursuant to Section 2.1(b) (the cash so
delivered to the Paying Agent being hereinafter referred to as the "Merger
Consideration Fund"). Parent will instruct the Paying Agent to deliver the
Consideration contemplated to be paid pursuant to Section 2.1(b) out of the
Merger Consideration Fund, and not to use the Merger Consideration Fund for any
other purpose.

(b) Parent will instruct the Paying Agent to mail, promptly after
the Effective Time, to each holder of record of a certificate or certificates
which immediately prior to the Effective Time represented outstanding Company
Preferred Shares or fractions thereof (the "Certificates") (i) a form of letter
of transmittal (which will specify that delivery will be effected, and risk of
loss and title to the Certificates will pass, only upon proper delivery of the
Certificates to the Paying Agent), (ii) instructions for use in effecting the
surrender of the Certificates for payment of the Consideration in respect of
the Company Preferred Shares (or fractions thereof) previously so represented
thereby, and (iii) a notice of the Merger describing applicable appraisal
rights under Section 262 of the DGCL. Upon surrender of Certificates for
cancellation to the Paying Agent, together with such letter of transmittal duly
executed and any other required documents, the holder of such Certificates will
be entitled to receive the Consideration for each one one-thousandth of a
Company Preferred Share previously represented thereby, and the Certificates so
surrendered will promptly be cancelled. Until so surrendered,

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<PAGE> 47
Certificates will represent solely the right to receive the Consideration.
Notwithstanding the foregoing, neither the Paying Agent nor any party hereto
will be liable to a holder of Company Preferred Shares for any Consideration
delivered to a public official pursuant to applicable escheat law.

(c) Any portion of the Merger Consideration Fund which remains
unclaimed by the former holders of the Company Preferred Shares for one year
after the Effective Time will be delivered to the Parent, and any former
holders of the Company Preferred Shares will thereafter look only to Parent for
payment of their claim for the Consideration in respect of such Company
Preferred Shares.

(d) Parent shall pay any amounts that become payable to holders of
Company Preferred Shares pursuant to Section 262 of the DGCL.

2.3 No Transfer after the Effective Time. No transfers of Company
Preferred Shares will be made on the stock transfer books of the Company after
the close of business on the day prior to the date of the Effective Time.

III. Miscellaneous

3.1 Termination. This Agreement may be terminated at any time prior
to the Effective Time by either the Company or Merger Sub, upon written notice
to the other parties hereto, notwithstanding any prior approval or adoption of
this Agreement by the stockholders of either such party.

3.2 Entire Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings among the parties with
respect thereto.

3.3 Governing Law. This Agreement will be governed by and construed
in accordance with the laws of the State of Delaware, without giving effect to
the principles of conflict of laws thereof.

3.4 Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
will be an original, but all such counterparts will together constitute one and
the same instrument.

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<PAGE> 48
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed as of the date first written above.

BROADWAY STORES, INC.

By: /s/ DENNIS J. BRODERICK
--------------------------------
Dennis J. Broderick,
Vice President

FEDERATED DEPARTMENT STORES, INC.

By: /s/ DENNIS J. BRODERICK
---------------------------------
Dennis J. Broderick,
Senior Vice President

BROADWAY MERGER SUB, INC.

By: /s/ DENNIS J. BRODERICK
---------------------------------
Dennis J. Broderick,
Vice President

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