SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: September 27, 1995
FEDERATED DEPARTMENT STORES, INC.
1440 Broadway, New York, New York 10018
(212) 840-1440
-and-
7 West Seventh Street, Cincinnati,Ohio 45202
(513) 579-7000
Delaware 1-13536 13-3324058
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(State of Incorporation) (Commission File No.) (IRS Id. No.)
Exhibit Index on Page 4
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Item 5. Other Events
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This Current Report on Form 8-K is being filed with the Securities and
Exchange Commission by Federated Department Stores, Inc. ("Federated") for
the purpose of providing the information set forth in a press release issued
by Federated on September 27, 1995, a copy of which is filed as Exhibit 99.1
hereto and incorporated herein by reference, and for the purpose of filing
certain consents of Price Waterhouse LLP and Deloitte & Touche LLP.
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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The following exhibits are filed herewith:
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Deloitte & Touche LLP
99.1 Press Release dated September 27, 1995
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FEDERATED DEPARTMENT STORES, INC.
Date: September 27, 1995 By: /s/ Dennis J. Broderick
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Dennis J. Broderick
Senior Vice President,
General Counsel and
Secretary
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EXHIBIT INDEX
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Exhibit
Number Description Page
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23.1 Consent of Price Waterhouse LLP
23.2 Consent of Deloitte & Touche LLP
99.1 Press Release dated September 27, 1995
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus Supplement
to the Prospectus constituting part of Amendment No. 1 to Registration
Statement on Form S-3 (No.33-59691) of Federated Department Stores, Inc. of our
reports dated March 13, 1995 and March 12, 1993 relating to the consolidated
financial statements of Broadway Stores, Inc. and its subsidiaries as of January
28, 1995 and January 29, 1994 and the fiscal years ended January 28, 1995 and
January 29, 1994, the seventeen weeks ended January 30, 1993, and the
thirty-five weeks ended October 3, 1992, which appear in the Current Report on
Form 8-K of Federated Department Stores, Inc. dated September 21, 1995. We also
consent to the reference to us under the heading "Experts" in such Prospectus
Supplement.
Price Waterhouse LLP
Los Angeles, California
September 27, 1995
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the second Post-Effective
Prospectus Supplement to the Prospectus which is part of Amendment No. 1
to Registration Statement No. 33-59691 of Federated Department Stores, Inc.
on Form S-3 of our report dated September 19, 1994 (September 28, 29 and 30,
1994 as to Notes 18, 2 and 20 respectively) on the consolidated financial
statements of R.H. Macy & Co., Inc. for the three years in the period ended
July 30, 1994, which expresses an unqualified opinion and includes explanatory
paragraphs relating to the Company's reorganization proceedings, its ability
to continue as a going concern and its method of accounting for income taxes
and postretirement benefits other than pension, appearing in the Annual Report
on Form 10-K of R.H. Macy & Co., Inc. for the year ended July 30, 1994, which
consolidated financial statements are attached as an Exhibit to the Current
Report on Form 8-K of Federated Department Stores, Inc. dated September 21,
1995, and to the reference to us under the heading "Experts" in the second
Post-Effective Prospectus Supplement, which is part of such Registration
Statement.
/s/ Deloitte & Touche LLP
New York, New York
September 27, 1995
Exhibit 99.1
Contacts:
Carol Sanger - Media
513/579-7764
Susan Robinson - Investor
513/579-7780
FOR IMMEDIATE RELEASE
FEDERATED ANNOUNCES PROPOSED NOTE OFFERING
CINCINNATI, OHIO, September 27, 1995 -- Federated Department Stores,
Inc. (NYSE:FD) announced today that it intends to effect an underwritten
public offering of $400.0 million aggregate principal amount of senior notes.
The company expects to use the net proceeds of the offering to prepay the
entire $307.4 million aggregate principal amount of the company's senior
convertible discount notes due 2004, as well as for other general corporate
purposes, which may include expenditures related to Federated's pending
acquisition of Broadway Stores, Inc.
The contemplated prepayment of the company's senior convertible discount
notes, with an interest rate of 9.72 percent, is subject to various future
events and there can be no assurance that such prepayment will be effected.
If the senior convertible discount notes are to be prepaid, notice will be
given in accordance with the instruments under which the notes were issued.
Federated's senior notes will be offered only by means of a written
prospectus, copies of which will be obtainable from Goldman, Sachs & Co.,
85 Broad Street, New York, New York 10004.
With corporate offices in Cincinnati and New York, Federated is one of
the nation's leading department store retailers, with annual sales of more
than $14 billion.
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