FEDERATED DEPARTMENT STORES, INC.
151 West 34th Street, New York, New York 10001
and
7 West Seventh Street, Cincinnati, Ohio 45202
SUPPLEMENT TO PROXY STATEMENT
INTRODUCTION
The following information supplements, and should be read in
conjunction with, the Proxy Statement previously furnished in
connection with the solicitation, by and on behalf of the Board
of Directors of Federated Department Stores, Inc., of proxies for
use at the Annual Meeting of the stockholders of the Company to
be held at 11:00 a.m., Eastern Daylight Time, on Friday, May 19,
1995, at the Registry Hotel, 475 Seagate Drive, Naples, Florida
33940 and at any postponements or adjournments thereof. Terms
used herein with initial capital letters have the respective
meanings ascribed thereto in the Proxy Statement.
After mailing its proxy materials, the Company was informed
by a stockholder that she had previously submitted a stockholder
proposal relating to the date of the Company's annual meeting of
stockholders. The purpose of this Supplement and the enclosed
YELLOW proxy card is to provide stockholders the opportunity to
vote with respect to, in addition to the matters originally
described in the Proxy Statement, the stockholder proposal
described below and designated as Item 4 on the enclosed YELLOW
proxy card.
ITEM 4 -- STOCKHOLDER PROPOSAL TO CHANGE DATE OF ANNUAL MEETING
The Company has been informed by Mrs. Evelyn Y. Davis,
Watergate Office Building, 2600 Virginia Avenue, N.W., Suite 215,
Washington, D.C. 20037, who said that she is the owner of 200
shares of Common Stock, that she intends to introduce the
following proposal at the Annual Meeting:
"RESOLVED: That the stockholders recommend that the
Board of Directors take the necessary steps to change the
Annual Meeting date to the second Friday in June."
The proponent has submitted the following statement in
support of the proposal, for which the Company and the Board
accept no responsibility:
"Recently the Annual Meetings were held on a date where
other major corporations met."
"Campeau Corporation -- Federated's former parent
company (now Camdev) -- always met on a less crowded date."
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"The many problems the Company faces makes maximum
attendance by outside independent stockholders especially
desirable."
"The old Federated BEFORE its acquisition by Campeau
also held its meetings at dates where more shareholders
could attend."
"Last year the owners of 13,226,794 shares,
representing approximately 14.1% of shares voting, voted FOR
this proposal."
"If you AGREE, please mark your proxy FOR this
resolution."
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE AGAINST THE
FOREGOING PROPOSAL. IF SUCH PROPOSAL IS PROPERLY PRESENTED AT
THE ANNUAL MEETING, PROXIES SOLICITED BY THE BOARD WILL BE SO
VOTED UNLESS STOCKHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY
CHOICE.
VOTING OF PROXIES
If you have not already returned the WHITE proxy card which
was included with the original mailing of the Company's proxy
materials, please discard it and use the enclosed YELLOW proxy
card. If you have returned the WHITE proxy card and desire to
vote in respect of the above-described stockholder proposal,
please take a moment and sign, date and promptly mail the
enclosed YELLOW proxy card in the enclosed postage-prepaid
envelope. If the Company receives a duly executed YELLOW proxy
card from a stockholder prior to the Annual Meeting, any proxy
previously granted by the stockholder pursuant to a WHITE proxy
card will be, without further action, revoked. If the Company
receives only a WHITE proxy card from a stockholder, such proxy
will continue to be effective and will be voted as set forth
therein (except that the shares represented thereby will not be
voted with regard to the above-described stockholder proposal).
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE
ANNUAL MEETING. ACCORDINGLY, EVEN IF YOU PLAN TO ATTEND THE
ANNUAL MEETING, PLEASE SIGN, DATE AND PROMPTLY MAIL THE ENCLOSED
YELLOW PROXY CARD.
If you have any questions, or require an additional copy of
the Proxy Statement, please contact either the Company's Investor
Relations Department at (513) 579-7028 or Georgeson & Co., Inc.,
the Company's proxy solicitor, at (212) 440-9800.
April 28, 1995
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FEDERATED DEPARTMENT STORES, INC.
151 West 34th Street, New York, New York 10001
and
7 West Seventh Street, Cincinnati, Ohio 45202
SUPPLEMENT TO PROXY STATEMENT
INTRODUCTION
The following information supplements, and should be read in
conjunction with, the enclosed Notice of Meeting and Proxy
Statement relating to the Annual Meeting of the stockholders of
the Company to be held at 11:00 a.m., Eastern Daylight Time, on
Friday, May 19, 1995, at the Registry Hotel, 475 Seagate Drive,
Naples, Florida 33940 and at any postponements or adjournments
thereof. Terms used herein with initial capital letters have the
respective meanings ascribed thereto in the Proxy Statement.
After preparing the Proxy Statement, the Company was
informed by a stockholder that she had previously submitted a
stockholder proposal relating to the date of the Company's annual
meeting of stockholders. The purpose of this Supplement and the
enclosed proxy card is to provide stockholders the opportunity to
vote with respect to, in addition to the matters originally
described in the Proxy Statement, the stockholder proposal
described below and designated as Item 4 on the enclosed proxy
card.
ITEM 4 -- STOCKHOLDER PROPOSAL TO CHANGE DATE OF ANNUAL MEETING
The Company has been informed by Mrs. Evelyn Y. Davis,
Watergate Office Building, 2600 Virginia Avenue, N.W., Suite 215,
Washington, D.C. 20037, who said that she is the owner of 200
shares of Common Stock, that she intends to introduce the
following proposal at the Annual Meeting:
"RESOLVED: That the stockholders recommend that the
Board of Directors take the necessary steps to change the
Annual Meeting date to the second Friday in June."
The proponent has submitted the following statement in
support of the proposal, for which the Company and the Board
accept no responsibility:
"Recently the Annual Meetings were held on a date where
other major corporations met."
"Campeau Corporation -- Federated's former parent
company (now Camdev) -- always met on a less crowded date."
"The many problems the Company faces makes maximum
attendance by outside independent stockholders especially
desirable."
<PAGE>
"The old Federated BEFORE its acquisition by Campeau
also held its meetings at dates where more shareholders
could attend."
"Last year the owners of 13,226,794 shares,
representing approximately 14.1% of shares voting, voted FOR
this proposal."
"If you AGREE, please mark your proxy FOR this
resolution."
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE AGAINST THE
FOREGOING PROPOSAL. IF SUCH PROPOSAL IS PROPERLY PRESENTED AT
THE ANNUAL MEETING, PROXIES SOLICITED BY THE BOARD WILL BE SO
VOTED UNLESS STOCKHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY
CHOICE.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE
ANNUAL MEETING. ACCORDINGLY, EVEN IF YOU PLAN TO ATTEND THE
ANNUAL MEETING, PLEASE SIGN, DATE AND PROMPTLY MAIL THE ENCLOSED
PROXY CARD.
If you have any questions, please contact either the
Company's Investor Relations Department at (513) 579-7028 or
Georgeson & Co., Inc., the Company's proxy solicitor, at (212)
440-9800.
April 28, 1995
<PAGE>
THE DIRECTORS RECOMMEND A VOTE "FOR" ALL NOMINEES LISTED IN ITEM
1, "FOR" ITEMS 2 AND 3, AND "AGAINST" ITEM 4
1. Election of Directors FOR all nominees [ ]
listed below
WITHHOLD AUTHORITY to vote [ ]
for all nominees listed below.
*EXCEPTIONS [ ]
Nominees for a three-year term: Joseph Neubauer, Allen I.
Questrom, Paul W. Van Orden, Karl M. von der Heyden
(INSTRUCTIONS: To withhold authority to vote for any individual
nominee, mark the "Exceptions" box and write that nominee's name
in the space provided below.)
*Exceptions _____________________________________________________
2. Ratify the Selection of KPMG Peat Marwick LLP as the
Company's independent accountants for the fiscal year ending
February 3, 1996.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion, the proxies are authorized to
vote upon such other matters as may properly come
before the meeting.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. Stockholder proposal to change the date of the annual
meeting of the stockholders.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
For purposes of the 1995 Annual Meeting, proxies will be held in
confidence (subject to certain exception set forth in the Proxy
Statement) unless the undersigned checks the following box: [ ]
Address Change Mark Here [ ]
This proxy should be dated, signed by the shareholder as his or
her name appears hereon, and returned promptly in the enclosed
envelope. Joint Owners should each sign personally, and trustees
and others signing in a representative capacity should indicate
the capacity in which they sign.
Dated _______________________, 1995
___________________________________
Signature of Shareholder
___________________________________
Signature of Shareholder
PLEASE MARK, SIGN AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENVELOPE PROVIDED
Votes must be indicated [ ]
(X) in Black or Blue Ink.
<PAGE>
FEDERATED DEPARTMENT STORES, INC.
Proxies Solicited on Behalf of the Board of Directors for
Annual Meeting of Stockholders on May 19, 1995
The undersigned holder of shares of Common Stock of
Federated Department Stores, Inc. (the "Company") hereby appoints
Lyle Everingham, Karl M. von der Heyden and Ronald W. Tysoe, and
each of them, as proxies of the undersigned, with full power of
substitution, to act and to vote for and in the name, place and
stead of the undersigned at the Annual Meeting of Stockholders of
the Company to be held at the Registry Hotel, 475 Seagate Drive,
Naples, Florida 33940, at 11:00 a.m., Eastern Daylight Time, on
Friday, May 19, 1995, and at any and all postponements and
adjournments thereof, according to the number of votes and as
fully as the undersigned would be entitled to vote if personally
present at such meeting, and particularly with respect to the
proposals listed on the reverse side.
THIS PROXY WILL BE VOTED AS DIRECTED, IF NO DIRECTION IS
INDICATED, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2, IN THE
DISCRETION OF THE PROXIES IN RESPECT OF ITEM 3, AND AGAINST ITEM
4.
(Continued, and to be dated and signed, on other side)
FEDERATED DEPARTMENT STORES, INC.
P.O. BOX 11107
NEW YORK, NEW YORK 10203-0107
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