BROADWAY STORES INC, SC 13E3, 1996-02-21

BROADWAY STORES INC
SC 13E3, 1996-02-21
DEPARTMENT STORES

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

--------------------

SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

BROADWAY STORES, INC.
(Name of Issuer)

BROADWAY STORES, INC.
FEDERATED DEPARTMENT STORES, INC.
(Name of Person Filing Statement)

Series A Preferred Stock 111572 30 1
(Title of Class of Securities) (CUSIP Number of Class of Securities)

--------------------

DENNIS J. BRODERICK, Esq.
Senior Vice President, General
Counsel and Secretary
Federated Department Stores, Inc.
7 West Seventh Street
Cincinnati, Ohio 45202
(513) 579-7000

(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)

Copies to:

MARK E. BETZEN, Esq.
Jones, Day, Reavis & Pogue
2300 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
(214) 220-3939

This statement is filed in connection with the filing of an information
statement subject to Regulation 14C under the Securities Exchange Act of 1934

Check the following box if the soliciting materials or information statement
referred to are preliminary copies: [x]

--------------------

Calculation of Filing Fee
================================================================================
Transaction valuation* Amount of Filing Fee
- --------------------------------------------------------------------------------
$226,800 $45.36
================================================================================

* The amount shown was estimated solely for purposes of calculating the filing
fee, based upon an assumed 756 shares (or 756,000 one one-thousandths of
share) of Series A Preferred Stock outstanding and an assumed merger price
of $0.30 per one one-thousandth of a share. The actual merger price had not
been determined as of the date hereof, and no inference with respect thereto
should be drawn from such assumed amount. If revisions to the estimated
amount shown require the payment of an additional filing fee, such
additional fee will be paid in connection with an amendment hereto.

[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2).

Amount Previously Paid: Not Applicable Filing Parties: Not Applicable
Form of Registration No.: Not Applicable Date Filed: Not Applicable

<PAGE> 2
This Rule 13E-3 Transaction Statement (this "Statement") relates to the
proposed merger (the "Merger") of a subsidiary ("Merger Sub") of Federated
Department Stores, Inc. ("Federated") with and into Broadway Stores, Inc.
("Broadway").

The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Schedule 14C
Preliminary Information Statement (the "Preliminary Information Statement")
filed by Broadway with the Securities and Exchange Commission contemporaneously
herewith of the information required to be provided in response to the items of
this Statement. The information in the Preliminary Information Statement, a
copy of which is attached hereto as Exhibit (d)(1), including all annexes
thereto, is hereby expressly incorporated herein by reference and the responses
to each item in this Statement are qualified in their entirety by the
information contained in the Preliminary Information Statement.

-2-
<PAGE> 3
CROSS REFERENCE SHEET
(See Explanatory Note Below)

<TABLE>
<CAPTION>
Location in Preliminary
Item in Schedule 13E-3 Information Statement
- ---------------------- --------------------------
<S> <C>
Item 1(a) . . . . . . . . . . . . . . Cover Page; "Certain Information Concerning
Broadway -- General"
Item 1(b) . . . . . . . . . . . . . . Cover Page; "Introduction"; "Special Factors --
Terms of Broadway Preferred Stock"
Item 1(c) . . . . . . . . . . . . . . "Special Factors -- Absence of Organized Trading
Market"
Item 1(d) . . . . . . . . . . . . . . "Special Factors -- Terms of Broadway Preferred
Stock" and "-- Determinations by the Board; Fairness
of the Merger"
Item 1(e) . . . . . . . . . . . . . . *
Item 1(f) . . . . . . . . . . . . . . "Special Factors -- Background of the Merger"
Items 2(a)-(d) and (g) . . . . . . . Cover Page; "Certain Information Concerning Broadway
-- Directors and Executive Officers"; "Certain
Information Concerning Federated and Merger Sub --
Directors and Executive Officers"
Items 2(e)-(f) . . . . . . . . . . . *
Item 3(a)-(b) . . . . . . . . . . . . "Special Factors -- Background of the Merger"
Item 4(a) . . . . . . . . . . . . . . "The Merger"
Item 4(b) . . . . . . . . . . . . . . *
Items 5(a)-(g) . . . . . . . . . . . "Special Factors -- Certain Effects of the Merger"
and "-- Plans for Broadway After the Merger"
Item 6(a) . . . . . . . . . . . . . . "The Merger -- Source and Amount of Funds"
Item 6(b) . . . . . . . . . . . . . . "The Merger -- Certain Fees and Expenses"
Items 6(c)-(d) . . . . . . . . . . . *
Item 7(a) and (c) . . . . . . . . . . "Special Factors -- Purpose of the Merger"
Item 7(b) . . . . . . . . . . . . . . *
Item 7(d) . . . . . . . . . . . . . . "Special Factors -- Certain Effects of the Merger";
"The Merger -- Certain Federal Income Tax
Consequences"
Items 8(a)-(b) and (d) . . . . . . . "Special Factors -- Determinations by the Board;
Fairness of the Merger"
Item 8(c) . . . . . . . . . . . . . . "Introduction"
</TABLE>

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<PAGE> 4
<TABLE>
<CAPTION>
Location in Preliminary
Item in Schedule 13E-3 Information Statement
- ---------------------- --------------------------
<S> <C>
Item 8(e) . . . . . . . . . . . . . . "Special Factors -- Interests of Certain Persons in
the Merger"
Item 8(f) . . . . . . . . . . . . . . *
Items 9(a)-(c) . . . . . . . . . . . "Special Factors -- Determinations by the Board;
Fairness of the Merger"
Item 10(a) . . . . . . . . . . . . . "Certain Information Concerning Broadway -- Security
Ownership of Certain Beneficial Owners"
Item 10(b) . . . . . . . . . . . . . *
Item 11 . . . . . . . . . . . . . . . "The Merger -- The Merger Agreement"
Item 12(a)-(b) . . . . . . . . . . . *
Item 13(a) . . . . . . . . . . . . . Cover Page; "The Merger -- Appraisal Rights of
Dissenting Stockholders"
Items 13(b)-(c) . . . . . . . . . . . *
Item 14(a) . . . . . . . . . . . . . "Certain Information Concerning Broadway -- Selected
Financial Information"
Item 14(b) . . . . . . . . . . . . . *
Items 15(a)-(b) . . . . . . . . . . . *
Item 16 . . . . . . . . . . . . . . . *
Item 17(a)-(b), (d), (e) and (f) . . *
Item 17(c) . . . . . . . . . . . . . Annex II to the Preliminary Information Statement
Item 17(e) . . . . . . . . . . . . . "The Merger -- Appraisal Rights of Dissenting
Stockholders"; Annex I to the Preliminary
Information Statement
</TABLE>

- ---------------

* The Item is inapplicable or the answer thereto is in the negative.

EXPLANATORY NOTE

The Preliminary Information Statement incorporated by reference in this
filing is in preliminary form and is subject to completion or amendment. In
addition, the information in the Preliminary Information Statement is intended
to be solely for the information and use of the Securities and Exchange
Commission, and should not be relied upon by any other person for any purpose.
No inference should be drawn from the information included in the Preliminary
Information Statement as to the amount of the Merger Price (as defined
therein), which had not been determined as of the date of this filing, or as to
whether or when the Merger (as defined therein) will actually be consummated.
The Preliminary Information Statement will be completed and, if appropriate,
amended prior to the time at which it is first sent or given to the holders of
the Series A Preferred Stock of Broadway. This Statement will be amended to
reflect such completion and/or amendment of the Preliminary Information
Statement.

-4-
<PAGE> 5
ITEM 1. ISSUER AND CLASS OF SECURITIES SUBJECT TO THE TRANSACTION.

(a) The name of the issuer is Broadway Stores, Inc. and its principal
executive office is located at 7 West Seventh Street, Cincinnati, Ohio 45202.

(b) The class of securities to which this Statement relates is
Broadway's Series A Preferred Stock, par value $0.01 per share. The
information set forth on the Cover Page of and in "Introduction" and "Special
Factors -- Terms of Broadway Preferred Stock" in the Preliminary Information
Statement is incorporated herein by reference.

(c) The information set forth in "Special Factors -- Absence of
Organized Trading Market" in the Preliminary Information Statement is
incorporated herein by reference.

(d) The information set forth in "Special Factors -- Terms of
Broadway Preferred Stock" and "Determinations by the Board; Fairness of the
Merger" in the Preliminary Information Statement is incorporated herein by
reference.

(e) Not applicable.

(f) The information set forth in "Special Factors -- Background of
the Merger" in the Preliminary Information Statement is incorporated herein by
reference. Except as disclosed in the Preliminary Information Statement,
neither Broadway nor Federated has made any purchases of Broadway Preferred
Stock since January 30, 1994.

ITEM 2. IDENTITY AND BACKGROUND.

(a)-(d) and (g) This Statement is being filed by Broadway (the issuer
of the subject security) and Federated Department Stores, Inc. Broadway is a
subsidiary of Federated. Federated's principal executive offices are located
at 151 West 34th Street, New York, New York 10001 and at 7 West Seventh Street,
Cincinnati, Ohio 45202. The information set forth on the Cover Page of and in
"Certain Information Concerning Broadway -- Directors and Executive Officers"
and "Certain Information Concerning Federated and Merger Sub -- Directors and
Executive Officers" in the Preliminary Information Statement is incorporated
herein by reference.

(e) and (f) None of Broadway, Federated, or, to the knowledge of
Broadway or Federated, the other persons with respect to whom information is
provided in response to Item 2 was during the last five years (i) convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining further violations of, or
prohibiting activities subject to, federal or state securities laws or finding
any violation of such laws.

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.

(a)-(b) The information set forth in "Special Factors -- Background
of the Merger" in the Preliminary Information Statement is incorporated herein
by reference.

ITEM 4. TERMS OF THE TRANSACTION.

(a) The information set forth in "The Merger" in the Preliminary
Information Statement is incorporated herein by reference.

(b) Not applicable.

-5-
<PAGE> 6
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.

(a)-(g) The information set forth in "Special Factors -- Certain
Effects of the Merger" and "-- Plans for Broadway After the Merger" in the
Preliminary Information Statement is incorporated herein by reference. Except
as disclosed in the Preliminary Information Statement, there are no plans or
proposals of Broadway or Federated regarding activities or transactions which
are to occur after the Merger that are required to be so disclosed.

ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a) The information set forth in "The Merger -- Source and Amount of
Funds" in the Preliminary Information Statement is incorporated herein by
reference.

(b) The information set forth in "The Merger -- Certain Fees and
Expenses" in the Preliminary Information Statement is incorporated herein by
reference.

(c)-(d) Not applicable.

ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.

(a) and (c) The information set forth in "Special Factors -- Purpose
of the Merger" in the Preliminary Information Statement is incorporated herein
by reference.

(b) Not applicable.

(d) The information set forth in "Special Factors -- Certain Effects
of the Merger" and "The Merger -- Certain Federal Income Tax Consequences" in
the Preliminary Information Statement is incorporated herein by reference.

ITEM 8. FAIRNESS OF THE TRANSACTION.

(a)-(b) and (d) The information set forth in "Special Factors --
Determinations by the Board; Fairness of the Merger" in the Preliminary
Information Statement is incorporated herein by reference.

(c) The information set forth in "Introduction" in the Preliminary
Information Statement is incorporated herein by reference.

(e) The information set forth in "Special Factors -- Interests of
Certain Persons in the Merger" in the Preliminary Information Statement is
incorporated herein by reference.

(f) Not applicable.

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.

(a)-(c) The information set forth in "Special Factors --
Determinations by the Board; Fairness of the Merger" in the Preliminary
Information Statement is incorporated herein by reference.

ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.

(a) The information set forth in "Certain Information Concerning
Broadway -- Security Ownership of Certain Beneficial Owners" in the Preliminary
Information Statement is incorporated herein by reference. Except as disclosed
in the Preliminary Information Statement, none of Broadway, Federated, or, to
the knowledge of Broadway or Federated, any of the directors or executive
officers of Broadway or Federated or any employee benefit plan of Broadway or
Federated beneficially owns any securities of Broadway.

-6-
<PAGE> 7
(b) During the 60 days prior to the date of this Statement, there
have been no transactions in Broadway Preferred Stock effected by Broadway,
Federated, or to the knowledge of Broadway or Federated, any directors or
executive officers of Broadway or Federated, or any employee benefit plan of
Broadway or Federated.

ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.

The information set forth in "The Merger -- The Merger Agreement" in
the Preliminary Information Statement is incorporated herein by reference.

ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD
TO THE TRANSACTION.

(a)-(b) Not applicable.

ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.

(a) The information set forth on the Cover Page of and in "The Merger
- -- Appraisal Rights of Dissenting Stockholders" in the Preliminary Information
Statement is incorporated herein by reference.

(b)-(c) Not applicable.

ITEM 14. FINANCIAL INFORMATION.

(a) The information set forth in "Certain Information Concerning
Broadway -- Selected Financial Information" in the Preliminary Information
Statement is incorporated herein by reference. In addition, the following
information is incorporated herein by reference:

(1) Audited Financial Statements of Broadway set forth at pages 32
through 58 in Broadway's Annual Report on Form 10-K for the
fiscal year ended January 28, 1995, a copy of which is filed
as Exhibit (d)(4) hereto; and

(2) Unaudited Financial Statements of Broadway set forth at pages
2 through 7 in Broadway's Quarterly Report on Form 10-Q for
the fiscal quarter ended October 28, 1995, a copy of which is
filed as Exhibit (d)(5) hereto.

(b) Not applicable.

ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.

(a)-(b) Not applicable.

ITEM 16. ADDITIONAL INFORMATION.

All of the information set forth in the Preliminary Information
Statement is incorporated herein by reference.

ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.

(a)-(b) Not applicable.

(c)(1) Form of Agreement and Plan of Merger among Broadway,
Federated, and Merger Sub (incorporated by reference from
Annex II to the Preliminary Information Statement filed as
Exhibit (d)(1) hereto).

-7-
<PAGE> 8
(d)(1) Preliminary Information Statement of Broadway (including
Notice of Action by Written Consent and Availability of
Appraisal Rights and Certain Other Matters).

(2) Letter of Transmittal.

(3) Guidelines for Certification of Taxpayer Identification Number
Substitute Form W-9.

(4) Annual Report on Form 10-K for the fiscal year ended January
28, 1995 of Broadway (incorporated by reference).

(5) Quarterly Report on Form 10-Q for the fiscal quarter ended
October 28, 1995 of Broadway (incorporated by reference).

(e)(1) Statement Describing Appraisal Rights (incorporated by
reference from "The Merger -- Appraisal Rights of Dissenting
Stockholders" in, and Annex I to, the Preliminary Information
Statement filed as Exhibit (d)(1) hereto is incorporated
herein by reference).

(f) Not applicable.

-8-
<PAGE> 9
SIGNATURE

After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated: February 20, 1996 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

-9-
<PAGE> 10
INDEX TO EXHIBITS

EXHIBITS
--------
<S> <C>
99.(c)(1) Form of Agreement and Plan of Merger among Broadway, Federated, and Merger Sub (incorporated
by reference from Annex II to the Preliminary Information Statement filed as Exhibit 99.(d)(1)
hereto)

99.(d)(1) Preliminary Information Statement of Broadway (including Notice of Action by Written Consent
and Availability of Appraisal Rights and Certain Other Matters)

99.(d)(2) Letter of Transmittal

99.(d)(3) Guidelines for Certification of Taxpayer Identification Number Substitute Form W-9

99.(d)(4) Annual Report on Form 10-K for the fiscal year ended January 28, 1995 of Broadway
(incorporated by reference)

99.(d)(5) Quarterly Report on Form 10-Q for the fiscal quarter ended October 28, 1995 of Broadway
(incorporated by reference)

99.(d)(6) Statement Describing Appraisal Rights (incorporated by reference from "The Merger --
Appraisal Rights of Dissenting Stockholders" in, and Annex I to, the Preliminary Information
Statement filed as Exhibit 99.(d)(1) hereto is incorporated herein by reference)
</TABLE>

-10-

<PAGE> 1
PRELIMINARY COPY--FOR USE OF THE COMMISSION ONLY

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 __, 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 __, 1996 (the time of such
effectiveness being the "Effective Time"). Pursuant to the Agreement and Plan
of Merger ("Merger Agreement"), dated as of March __, 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 $____ 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 __, 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.
<PAGE> 2
PRELIMINARY COPY--FOR USE OF THE COMMISSION ONLY

INFORMATION STATEMENT

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

BROADWAY STORES, INC.

This Information Statement is being mailed by certified mail on March
__, 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 __, 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 __, 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 __, 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 $____ 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.

<TABLE>
<CAPTION>
Page
----
<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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Interests of Certain Persons in the Merger . . . . . . . . . . . . . . . . . . . . . . . . . 6
Certain Effects of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Absence of Organized Trading Market . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Plans for Broadway After the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
The Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Certain Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Accounting Treatment of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Surrender of Certificates; Payment to Stockholders . . . . . . . . . . . . . . . . . . . . . 9
Appraisal Rights of Dissenting Stockholders . . . . . . . . . . . . . . . . . . . . . . . . 10
Source and Amount of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

CERTAIN INFORMATION CONCERNING BROADWAY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Directors and Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Security Ownership of Certain Beneficial Owners . . . . . . . . . . . . . . . . . . . . . . 13
Selected Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

CERTAIN INFORMATION CONCERNING FEDERATED
AND MERGER SUB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Directors and Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Selected Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Merger Sub . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

</TABLE>

ANNEX I - Section 262 of the Delaware General Corporation Law
ANNEX II - Agreement and Plan of Merger

(i)
<PAGE> 4
To the Holders of Series A Preferred Stock of
Broadway Stores, Inc. as of March __, 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 __, 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 __, 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 __, 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
<PAGE> 5
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 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

-2-
<PAGE> 6
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 York Stock Exchange (the "NYSE") on March __, 1996, the last
trading day prior to the mailing of this Information Statement, was $_____.

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 738.1 (or 738,111 one one-thousandths of
a share) were issued and outstanding and owned of record by approximately 2,860
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 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-

-3-
<PAGE> 7
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 more than 200% 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 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. During
the period from October 14, 1995 to March __, 1996, the closing sale prices for
Broadway Warrants on the NYSE ranged from a high of $____ on __________, 199_
to a low of $____ on __________, 199_, and such closing sale price was $____ on
March __, 1996 (the last trading day prior to the mailing of this Information
Statement). See "-- Determinations by the Board; Fairness of the Merger."

DETERMINATIONS BY THE BOARD; FAIRNESS OF THE MERGER

At a meeting held on ________________, 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 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:

-4-
<PAGE> 8
(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 one of Broadway's employee benefit plans
(i.e., $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 $_____ to $_____ during the
period from October 14, 1995 to March __, 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 $____ to $____ during the
period from October 14, 1995 to March __, 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.

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.

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
(subject to the receipt of an appropriate no-action letter or exemptive order
with respect to the Old Broadway Warrants, which will remain outstanding after
the Merger) to cease complying with certain provisions of the Exchange Act.
The Merger will also result in Broadway no longer being subject to the
provisions of the Exchange Act regulating the solicitation of proxies and the
taking of stockholder action by written consent. 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 certain of Broadway's employee benefit plans,
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.

-5-
<PAGE> 9
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 Broadway's 401(k) Savings
and Investment 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 (subject to the receipt of an
appropriate no-action letter or exemptive order with respect to the Old
Broadway Warrants, which will remain outstanding after the Merger) and would
make certain provisions of the Exchange Act, such as the requirement of
furnishing a proxy statement in connection with stockholders' meetings pursuant
to Section 14(a), no longer applicable to Broadway.

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

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<PAGE> 10
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 II 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."

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.

-7-
<PAGE> 11
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
included for general informational purposes only and 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 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

-8-
<PAGE> 12
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.

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:

-9-
<PAGE> 13

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 $____ 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.

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 __,
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

-10-
<PAGE> 14
(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 $____ 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 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

-11-
<PAGE> 15
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 $__________.

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.

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.

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<PAGE> 16
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 of
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) 55.8%
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 Broadway's 401(k) Savings and
Investment Plan. Bankers Trust Company disclaims beneficial
ownership of such shares.

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

-13-
<PAGE> 17
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> 18
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.

-15-
<PAGE> 19
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.

-16-
<PAGE> 20
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. Mr. Graves is also a member of the boards of directors of Aetna
Life & Casualty Company, Chrysler Corporation, Rohm & Haas Corporation and AMR
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 Corporation, General Electric Company, The
Goodyear Tire & Rubber Company, The Stanley Works and the American Stock
Exchange.

-17-
<PAGE> 21
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 of Pennsylvania, a subsidiary of Bell Atlantic, First Fidelity
Bankcorporation 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 (since July
1990) and Executive Director, The Jerome A. Chazan Institute of International
Business, 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
boards of directors of GNA Life Insurance Company of New York and Sunbeam-Oster
Company, Inc., a member of the Advisory Board of the Columbia University School
of International and Public Affairs and a member of the Board of Overseers of
the Columbia University Graduate School of Business.

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, 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

-18-
<PAGE> 22
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.

-19-
<PAGE> 23
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>

-20-
<PAGE> 24
(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.

-21-
<PAGE> 25
SELECTED INTERIM FINANCIAL INFORMATION
FOR FEDERATED

<TABLE>
<CAPTION>
39 Weeks Ended
---------------------------
October 28, October 29,
1995 1994
----------- -----------
(Dollar amount in
thousands)
<S> <C> <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 directors 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."

-22-
<PAGE> 26
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

-23-
<PAGE> 27
Merger. Such statement may be examined and copies may be obtained at the
places 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 __, 1996

-24-
<PAGE> 28
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, 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 subsections (f) or (g) 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.

I-1
<PAGE> 29
(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> 30
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

I-3
<PAGE> 31
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.

I-4
<PAGE> 32
Annex II

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger, dated as of March , 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 Surviving
Corporation. All of the members of the Board of Directors of the Surviving
Corporation will serve

II-1
<PAGE> 33
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 $____ 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, Certificates
will represent solely the right to receive the Consideration. Notwithstanding
the foregoing, neither

II-2
<PAGE> 34
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.

II-3
<PAGE> 35
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:______________________________
Name:____________________________
Title:___________________________

FEDERATED DEPARTMENT STORES, INC.

By:______________________________
Name:____________________________
Title:___________________________

BROADWAY MERGER SUB, INC.

By:______________________________
Name:____________________________
Title:___________________________

II-4

<PAGE> 1

LETTER OF TRANSMITTAL
FOR
CERTIFICATES FORMERLY REPRESENTING SHARES OF
SERIES A PREFERRED STOCK
OF
BROADWAY STORES, INC.
SURRENDERED IN EXCHANGE FOR CASH
IN CONNECTION WITH THE MERGER
OF
A SUBSIDIARY OF
FEDERATED DEPARTMENT STORES, INC.
WITH AND INTO
BROADWAY STORES, INC.
________________

THE PAYING AGENT IS:
THE BANK OF NEW YORK

FOR INFORMATION CALL:
(800) 507-9357

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.

THE NAME(S) AND ADDRESS(ES) OF THE REGISTERED HOLDER(S) SHOULD BE PRINTED
BELOW, IF THEY ARE NOT ALREADY PRINTED BELOW, EXACTLY AS THEY APPEAR ON THE
CERTIFICATE(S) SURRENDERED HEREWITH. SEE INSTRUCTION 3.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF CERTIFICATES SURRENDERED
- ------------------------------------------------------------------------------------------------------------------------
Number of One One-
Thousandths of a Share
Represented by
Certificate Certificate(s)
Name(s) and Address(es) of Registered Holder(s) Number(s) (Attach list, if
(Please fill in, if blank, exactly as name(s) appear(s) on (Attach list, if necessary)
certificate(s)) necessary) (See Instruction 10)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>

------------------------------------------------------

------------------------------------------------------
Total Number of One One-
Thousandths of a Share:
(See Instruction 10)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH
IN THIS LETTER OF TRANSMITTAL CAREFULLY.

<PAGE> 2
Ladies and Gentlemen:

The undersigned hereby surrenders to The Bank of New York (the "Paying
Agent") the certificate or certificates listed above (the "Certificates")
representing outstanding shares (or fractions thereof) of Series A Preferred
Stock, par value $0.01 per share ("Broadway Preferred Stock"), of Broadway
Stores, Inc., a Delaware corporation ("Broadway"). The undersigned understands
that, if the proposed merger (the "Merger") of a wholly owned subsidiary of
Federated Department Stores, Inc. ("Federated") with and into Broadway is
consummated, shares (or fractions thereof) of Broadway Preferred Stock will be
converted into the right to receive $____ in cash per one one-thousandth of a
share (the "Merger Consideration") without interest thereon, on the terms and
subject to the conditions set forth in the Agreement and Plan of Merger, dated
as of March ___, 1996 (the "Merger Agreement"), among Broadway, Federated, and
a wholly owned subsidiary of Federated. The terms of the Merger are described
in the Information Statement dated March ___, 1996, receipt of which is hereby
acknowledged.

Effective at the effective time of the Merger (the "Effective Time")
the undersigned hereby irrevocably constitutes and appoints the Paying Agent
the true and lawful agent and attorney-in-fact of the undersigned
(acknowledging that the Paying Agent also acts as the agent of Federated) with
respect to the Certificates, with full power of substitution and resubstitution
(such power of attorney being deemed to be an irrevocable power coupled with an
interest) to deliver the Certificates, together with all accompanying evidences
of transfer and authenticity, to Broadway for cancellation upon receipt by the
Paying Agent, as the undersigned's agent, of the Merger Consideration therefor.
All authority conferred or agreed to be conferred in this Letter of Transmittal
and every obligation of the undersigned hereunder will be binding upon the
successors, assigns, heirs, executors, administrators, trustees in bankruptcy,
and legal representatives of the undersigned and will not be affected by, and
will survive, the death or incapacity of the undersigned. The undersigned
understands that, if the Merger is not consummated, the Paying Agent will
return the Certificates to the undersigned.

The undersigned hereby represents and warrants that the undersigned
has full power and authority to surrender the Certificates, and that upon the
delivery thereof to Broadway for cancellation pursuant hereto, Broadway will
acquire good and unencumbered title thereto, free and clear of all liens,
restrictions, charges, and encumbrances and not subject to any adverse claim.
The undersigned will, upon request, execute and deliver any additional
documents deemed by Federated or the Paying Agent to be necessary or desirable
to complete the exchange of the Certificates for the Merger Consideration.

The undersigned hereby acknowledges and agrees that (i) the surrender
of the Certificates pursuant to this Letter of Transmittal in exchange for the
Merger Consideration will not be deemed to have occurred unless and until the
Paying Agent has received the Certificates and this Letter of Transmittal (or a
facsimile hereof), properly completed and duly executed, together with all
accompanying evidence of authority in form and substance satisfactory to
Federated (which may delegate such power in whole or in part to the Paying
Agent), (ii) delivery of such Certificates will be effected and risk of loss
and title to such Certificates will pass only upon proper surrender thereof to
the Paying Agent, and (iii) all questions as to the validity, form, and
eligibility of this Letter of Transmittal, any other documentation delivered
herewith or pursuant hereto, and any purported surrender of Certificates
hereunder will be determined by Federated, which determination will be final
and binding on all parties.

THIS LETTER OF TRANSMITTAL MAY BE USED TO SURRENDER, 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 OF BROADWAY FORMERLY REPRESENTED THEREBY DIVIDED BY 1,000.

UNLESS OTHERWISE INDICATED HEREIN UNDER THE BOX ENTITLED "SPECIAL
ISSUANCE INSTRUCTIONS" AND/OR "SPECIAL DELIVERY INSTRUCTIONS" BELOW, PLEASE
ISSUE ALL CHECKS DUE TO THE UNDERSIGNED IN THE NAME OF THE UNDERSIGNED, AND
DELIVER THE SAME TO THE UNDERSIGNED AT THE ADDRESS SHOWN ABOVE. IF ANY
CERTIFICATES TO BE SURRENDERED ARE REGISTERED IN DIFFERENT NAMES, IT WILL BE
NECESSARY TO COMPLETE, SIGN, AND SUBMIT AS MANY SEPARATE COPIES OF THIS LETTER
OF TRANSMITTAL AS THERE ARE DIFFERENT REGISTRATIONS OF CERTIFICATES.

-2-
<PAGE> 3

<TABLE>
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL SURRENDERING STOCKHOLDERS)
(See Instructions 1,2, and 4 and the following paragraph)

X ,
------------------------------------------------- --------------- ----------------------------
X ,
------------------------------------------------- --------------- ----------------------------
Signature(s) of Registered Holder(s) Date

Must be signed by the registered holder(s) as the name(s) appear(s) on the Certificates
or by person(s) authorized to become registered holder(s) by endorsements and documents
transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or
other person acting in a fiduciary or representative capacity, please set forth full title. See
Instructions 2 and 4.

Name(s):
------------------------------------------------------------------------------------

------------------------------------------------------------------------------------
(Please Type or Print)
Capacity
(Full Title):
------------------------------------------------------------------------------------
Address:
------------------------------------------------------------------------------------

------------------------------------------------------------------------------------
(Include Zip Code)
Phone No.:
------------------------------------------------------------------------------------

SIGNATURE GUARANTEE
(If required by Instruction 1)
Signature(s) Guaranteed by
an Eligible Institution:
-------------------------------------------------------------------------
(Authorized Signature)

-------------------------------------------------------------------------
(Title)

-------------------------------------------------------------------------
(Name of Firm)
Phone No.:
--------------------------------------------------------------
Dated: ,
---------------------------------------- ------------------------
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
------------------------------------------------------- ------------------------------------------------------
<S> <C>
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4, and 5) (See Instructions 1, 4, and 5)

To be completed ONLY if any checks are to be To be completed ONLY if any checks are to be
issued in the name of and sent to someone other sent to someone other than the person or persons
than the person or persons whose name(s) appear(s) whose name(s) appear(s) above on this Letter of
above on this Letter of Transmittal. Transmittal or to the person or persons whose
name(s) appear(s) above on this Letter of
Issue and mail any checks to: Transmittal at an address other than that shown on
the first page of this Letter of Transmittal.

Mail or deliver any checks to:
Name: Name:
------------------------------------------- -------------------------------------------
(Please Type or Print) (Please Type or Print)

------------------------------------------- -------------------------------------------
(Please Type or Print) (Please Type or Print)
Address: Address:
------------------------------------------- -------------------------------------------

------------------------------------------- -------------------------------------------
Zip Code Zip Code

----------------------------------------------------
Employer Identification or Social Security No.
See Substitute Form W-9
------------------------------------------------------- ------------------------------------------------------
</TABLE>

-3-
<PAGE> 4
INSTRUCTIONS FOR SURRENDERING CERTIFICATES

1. Guarantee of Signatures. No signature guarantee is required on this
Letter of Transmittal if (i) this Letter of Transmittal is signed by the
registered holder(s) of the Certificates, unless such holder(s) has completed
the box entitled "Special Issuance Instructions" or the box entitled "Special
Delivery Instructions" above, or (ii) the Certificates are tendered for the
account of a member in good standing of a signature guarantee program within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended (each, an "Eligible Institution"). In all other cases, all signatures
on this Letter of Transmittal must be guaranteed by an Eligible Institution.
See Instruction 4.

2. Delivery of this Letter of Transmittal and Certificates. This Letter
of Transmittal, completed and signed, must be used in connection with a
delivery and surrender of the Certificates to the Paying Agent. The method of
delivery of the Certificates and any other documents is at the election and
risk of the holder of the Certificates. If such delivery is by mail,
registered mail with return receipt requested, properly insured, is
recommended. Surrender may be made by mail or hand delivery to the Paying
Agent at one of the addresses shown on this Letter of Transmittal. A mailing
envelope addressed to the Paying Agent is enclosed for your convenience.

3. Inadequate Space. If the space provided herein under "Description of
Certificates Surrendered" is inadequate, the Certificate numbers and the number
of shares (and/or fractions thereof) formerly represented by the Certificates
should be listed on a separate schedule and attached hereto.

4. Signatures on Letter of Transmittal, Stock Powers, and Endorsements.

(a) The signatures of the registered holders of the Certificates on this
Letter of Transmittal must correspond with the names as written on the face of
the Certificates without alteration, enlargement, or any change whatsoever.

(b) If any of the Certificates are held of record by two or more persons,
all such persons must sign this Letter of Transmittal.

(c) If any of the Certificates are registered in different names, it will
be necessary to complete, sign, and submit as many separate Letters of
Transmittal and any necessary accompanying documents as there are different
registrations. Certificates and Letters of Transmittal representing all of the
shares of Broadway Preferred Stock beneficially owned by a particular holder as
of the Effective Time should be submitted concurrently.

(d) If this Letter of Transmittal is signed by the registered holder(s) of
the Certificates, no endorsements of the Certificates or separate stock powers
are required, unless checks are to be issued in the name of, or delivered to,
any person other than such registered holder(s). If checks are to be issued in
the name of, or delivered to, any person other than the registered holder(s) of
the Certificates, all signatures on the Certificates or stock powers must be
guaranteed by an Eligible Institution (unless signed by an Eligible
Institution). See Instruction 5.

(e) If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Certificates, the Certificates must be endorsed or
accompanied by appropriate stock powers, and in either case, signed exactly as
the names of the registered holder(s) appear on the Certificates. Signatures
of any such person on any of the Certificates or any stock powers must be
guaranteed by an Eligible Institution (unless signed by an Eligible
Institution).

(f) If this Letter of Transmittal or any of the Certificates or stock
powers are signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation, or other person acting in fiduciary
or representative capacity, such person should so indicate when signing and,
unless waived by Federated, proper evidence satisfactory to Federated and the
Paying Agent of the authority of such person to so act must be submitted with
this Letter of Transmittal.

5. Special Payment and Delivery Instructions. If any checks are to be
issued in the name of a person other than the person(s) signing this Letter of
Transmittal or if any checks are to be sent to someone other than to the
person(s) signing this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal but at an address other than that shown in the box
entitled "Description of Certificates Surrendered" above, the appropriate boxes
in this Letter of Transmittal must be completed. If no such instructions are
given, all checks will be sent to the name and address appearing in the box
entitled "Description of Certificates Surrendered" in this Letter of
Transmittal.

6. Substitute Form W-9. The surrendering holder (or other payee) is
required to provide the Paying Agent with a correct taxpayer identification
number ("TIN") on Substitute Form W-9, which is provided under "Important Tax
Information" below, and to certify that the holder (or other payee) is not
subject to backup withholding. Failure to provide the information on the
Substitute Form W-9 may subject the surrendering holder (or other payee) to 31%
federal

-4-
<PAGE> 5
income tax withholding on the payment of any Merger Consideration. The box in
Part 2 of the Substitute Form W-9 may be checked if the surrendering holder (or
other payee) has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 2 is checked and the
Paying Agent is not provided with a TIN within 60 days, the Paying Agent will
withhold 31% on all payments until a TIN is provided to the Paying Agent.

7. Transfer Taxes. If the Certificates are registered in the name of any
person(s) other than the person(s) signing this Letter of Transmittal, and
accordingly payment of the Merger Consideration is to be sent to person(s)
signing this Letter of Transmittal and not the registered holder(s), the amount
of any transfer taxes (whether imposed on the registered holder(s) or the
person(s) signing this Letter of Transmittal) payable on account of the
transfer to the person(s) signing this Letter of Transmittal will be deducted
from the Merger Consideration unless satisfactory evidence of payment of such
taxes, or exemption therefrom, is submitted. Except as provided in this
Instruction 7, it will not be necessary for transfer tax stamps to be affixed
to the Certificates surrendered herewith or funds to cover such stamps to be
provided with this Letter of Transmittal.

8. Mutilated, Lost, Stolen, or Destroyed Certificates. Any stockholder
whose Certificates have been mutilated, lost, stolen, or destroyed should
contact the Paying Agent at one of the addresses, or by telephone, as set forth
on the first page of this Letter of Transmittal for further instructions.

9. Requests for Assistance or Additional Copies. All questions relating
to procedures for surrendering Certificates, as well as requests for assistance
or additional copies of this Letter of Transmittal, should be directed to the
Paying Agent at one of the addresses, or by telephone, as set forth on the
first page of this Letter of Transmittal.

10. Number of Shares. The number of one one-thousandths of a share of
Broadway Preferred Stock surrendered herewith should be indicated in the space
marked "Number and/or Fractions of Shares Represented by Certificate(s)" and in
the space marked "Total Number of Shares and/or Fractions thereof" under
"Description of Certificates Surrendered."

This Letter of Transmittal may be used to surrender, 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 of Broadway formerly represented thereby divided by 1,000. Holders of
such certificates should enter the number of one one-thousandths of a share of
Broadway Preferred Stock presently represented thereby.

IMPORTANT TAX INFORMATION

Federal income tax law requires that a stockholder surrendering
Certificates provide the Paying Agent (as payor) with his or her correct TIN on
Substitute Form W-9, which, in the case of a surrendering stockholder who is an
individual, is his or her social security number. If the Paying Agent is not
provided with the correct TIN, such stockholder may be subject to a $50 penalty
imposed by the Internal Revenue Service (the "IRS"). In addition, delivery to
such stockholder of the Merger Consideration may be subject to backup
withholding in an amount equal to 31% of the gross amount thereof.

Certain persons (including among others, all corporations and certain
foreign individuals) are not subject to backup withholding. In order for a
foreign individual to qualify as an exempt recipient, that person must submit a
statement (Form W-8), signed under penalties of perjury, attesting to this
exempt status. Such Form W-8 can be obtained from the Paying Agent. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (the "W-9 Guidelines") for additional instructions.

If backup withholding applies, the Paying Agent is required to withhold 31%
of any payment made to a payee. Backup withholding is not an additional tax.
Rather, the federal income tax liability of persons subject to backup
withholding will be reduced by the amount of such withholding. If backup
withholding results in an overpayment of taxes, a refund may be obtained.

To prevent backup withholding, each surrendering stockholder must provide
his or her correct TIN by completing the "Substitute Form W-9" set forth below,
certifying that the TIN provided is correct (or that such stockholder is
awaiting a TIN) and that (i) the stockholder has not been notified by the IRS
that he or she is subject to backup withholding as a result of a failure to
report all interest or dividends or (ii) the IRS has notified the stockholder
that he or she is no longer subject to backup withholding.

The holder is required to give the TIN (e.g., the social security number or
employer identification number) of the record holder of the Certificates. If
the Certificates are in more than one name or are not in the name of the actual

-5-
<PAGE> 6
owner, consult the W-9 Guidelines for information on which TIN to report. The
box in Part 2 of the Substitute Form W-9 may be checked if you have not been
issued a TIN and have applied for a number or intend to apply for a number in
the near future. If the box in Part 2 is checked and the Paying Agent is not
provided with a TIN within 60 days, backup withholding will begin and continue
until you furnish your TIN to the Paying Agent.

-6-
<PAGE> 7
PAYER'S NAME: THE BANK OF NEW YORK
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SUBSTITUTE Part 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT TIN:
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Social Security Number
or Employer
Department of the Treasury Identification Number.
Internal Revenue Service --------------------------------------------------------------------------------------
Payor's Request for Taxpayer Part 2 --
Identification Number (TIN) Awaiting TIN [ ]
and Certification --------------------------------------------------------------------------------------
CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT (1) the number shown
on this form is my correct taxpayer identification number (or I am waiting for a
number to be issued to me) and (2) I am not subject to backup withholding either
because I have not been notified by the Internal Revenue Service (the "IRS") that I
am subject to backup withholding as a result of a failure to report all interest or
dividends or the IRS has notified me that I am no longer subject to backup
withholding. (You must cross out Item (2) above if you have been notified by the
IRS that you are subject to backup withholding because of underreporting interest or
dividends on your return. However, if after being notified by the IRS that you
were subject to backup withholding you received another notification from the IRS
that you are no longer subject to backup withholding, do not cross out Item (2)).

Signature: Date:
------------------------------------------------ ----------
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF PAYMENTS MADE TO YOU PURSUANT TO THE MERGER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
- --------------------------------------------------------------------------------

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 2 OF SUBSTITUTE FORM W-9.

- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAX IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) I have mailed or
delivered an application to receive a taxpayer identification number to the
appropriate Internal Revenue Service Center or Social Security
Administration Office or (2) I intend to mail or deliver an application
in the near future. I understand that if I do not provide a taxpayer
identification number within sixty (60) days, 31% of all reportable payments
made to me thereafter will be withheld until I provide a number.

---------------------------------------------- ----------------------------
Signature Date

- --------------------------------------------------------------------------------

-7-

<PAGE> 1

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.
Social Security numbers have nine digits separated by two hyphens: e.g.,
000-00-0000. Employer Identification numbers have nine digits separated by
only one hyphen: e.g., 00-0000000. The table below will help determine the
number to give the payer.

<TABLE>
<CAPTION>
- ------------------------------------------------------ --------------------------------------------------------
For this type of Give the SOCIAL SECURITY For this type of Give the EMPLOYER
account: number of-- account: IDENTIFICATION number of--
- ------------------------------------------------------ --------------------------------------------------------
<S> <C> <C> <C> <C>
1. Individual The individual 6. Sole proprietorship The owner(3)

2. Two or more The actual owner of the 7. A valid trust, The legal entity (Do not
individuals (joint account or, if combined estate, or pension furnish the identifying
account) funds, any one of the trust number of the personal
individuals(1) representative or trustee
unless the legal entity
itself is not designated in
the account title.)(4)

3. Custodian account of The minor(2) 8. Corporate The corporation
a minor (Uniform
Gift to Minors Act)

4. a. The usual The grantor-trustee(1) 9. Association, club, The organization
revocable savings religious,
trust (grantor is charitable,
also trustee) educational or other
tax-exempt
b. So-called trust The actual owner(1) organization
account that is
not a legal or
valid trust under
state law

5. Sole proprietorship The owner(3) 10. Partnership The partnership

11. A broker or The broker or nominee
registered nominee

12. Account with the The public entity
Department of
Agriculture in the
name of a public
entity (such as a
state or local
government, school
district, or prison)
that receives
agriculture program
payments
- ------------------------------------------------------ --------------------------------------------------------
</TABLE>

(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show the name of the owner.
(4) List first and circle the name of the legal trust, estate, or pension
trust.

NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
<PAGE> 2
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

PAGE 2

<TABLE>
<S> <C>
Section references are to the Internal Revenue Code. Payments of interest generally not subject to backup
withholding include the following:
OBTAINING A NUMBER
o Payments of interest on obligations issued by;
If you don't have a taxpayer identification number or you individuals.
don't know your number, obtain Form SS-5, Application for a
Social Security Number Card, or Form SS-4, Application for Note: You may be subject to backup withholding if this
Employer Identification Number, at the local office of the interest is $600 or more and is paid in the course of
Social Security Administration or the Internal Revenue the payer's trade or business and you have not provided
Service (the "IRS") and apply for a number. your correct taxpayer identification number to the
payer.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
o Payments of tax-exempt interest (including exempt
The following is a list of payees exempt from backup interest dividends under section 852).
withholding and for which no information reporting is
required. For interest and dividends, all listed payees o Payments described in section 6049(b)(5) to nonresident
are exempt except item (9). For broker transactions, aliens.
payees listed in (1) through (13) and a person registered
under the Investment Advisers Act of 1940 who regularly o Payments on tax-free covenant bonds under section 1451.
acts as a broker are exempt. Payments subject to reporting
under sections 6041 and 6041A are generally exempt from o Payments made by certain foreign organizations.
backup withholding only if made to payees described in
items (1) through (7), except that a corporation that o Mortgage interest paid by you.
provides medical and health care services or bills and
collects payments for such services is not exempt from Payments that are not subject to information reporting are
backup withholding or information reporting. Only payees also not subject to backup withholding. For details see
described in items (2) through (6) are exempt from backup sections 6041, 6041(A)(a), 6042, 6044, 6045, 6049, 6050A
withholding for barter exchange transactions, patronage and 6050N, and the regulations under such sections.
dividends, and payments by certain fishing boat operators.
(1) A corporation. PRIVACY ACT NOTICE
(2) An organization exempt from tax under section
501(a), or an individual retirement plan ("IRA"), Section 6109 requires you to give your correct taxpayer
or a custodial account under 403(b)(7). identification number to persons who must file information
(3) The United States or any of its agencies or returns with the IRS to report interest, dividends, and
instrumentalities. certain other income paid to you, mortgage interest you
(4) A State, the District of Columbia, a possession of paid, the acquisition or abandonment of secured property,
the United States, or any of their political cancellation of debt, or contributions you made to an IRA.
subdivisions or instrumentalities. The IRS uses the numbers for identification purposes and to
(5) A foreign government or any of its political help verify the accuracy of your tax return. You must
subdivisions, agencies or instrumentalities. provide your taxpayer identification number whether or not
(6) An international organization or any of its you are qualified to file a tax return. Payers must
agencies or instrumentalities. generally withhold 31% of taxable interest, dividend, and
(7) A foreign central bank of issue. certain other payments to a payee who does not furnish a
(8) A dealer in securities or commodities required to taxpayer identification number to a payer. Certain
register in the United States or a possession of penalties may also apply.
the United States.
(9) A futures commission merchant registered with the PENALTIES
Commodity Futures Trading Commission.
(10) A real estate investment trust. (1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION
(11) An entity registered at all times during the tax NUMBER. If you fail to furnish your taxpayer
year under the Investment Company Act of 1940. identification number to a payer, you are subject to a
(12) A common trust fund operated by a bank under penalty of $50 for each such failure unless your failure is
section 584(a). due to reasonable cause and not to willful neglect.
(13) A financial institution.
(14) A middleman known in the investment community as a (2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO
nominee or listed in the most recent publication WITHHOLDING. If you make a false statement with no
of the American Society of Corporate Secretaries, reasonable basis that results in no backup withholding, you
Inc., Nominee List. are subject to a $500 penalty.
(15) A trust exempt from tax under section 664 or
described in section 4947. (3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.
Falsifying certifications or affirmations may subject you
Payments of dividends and patronage dividends generally not to criminal penalties including fines and/or imprisonment.
subject to backup withholding also include the following:
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR
o Payments to nonresident aliens subject to withholding THE INTERNAL REVENUE SERVICE
under section 1441.

o Payments to partnerships not engaged in a trade or
business in the United States and that have at least one
nonresident partner.

o Payments of patronage dividends not paid in money.

o Payments made by certain foreign organizations.
</TABLE>