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 22, 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 5
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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 22, 1995, a copy of which is filed as Exhibit 99.1
hereto and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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The following exhibit is filed herewith:
99.1 Press Release dated September 22, 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 22, 1995 By: /s/ Dennis J. Broderick
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Dennis J. Broderick
Senior Vice President,
General Counsel and
Secretary
<PAGE>
EXHIBIT INDEX
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Exhibit
Number Description Page
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99.1 Press Release dated September 22, 1995
Federated
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DEPARTMENT STORES, INC.
Contacts:
Media - Mary Ann Shannon
News Release 513-579-7292
Investor - Susan Robinson
513-579-7780
FOR IMMEDIATE RELEASE
FEDERATED PRICES CONVERTIBLE NOTE OFFERING
CINCINNATI, OHIO, SEPTEMBER 22, 1995 - Federated Department Stores, Inc.
announced today that it has entered into an agreement providing for an
underwritten public offering by the Company of $350 million aggregate principal
amount (including the exercise of the underwriters' over-allotment option) of 5
percent Convertible Subordinated Notes due 2003.
The Notes will initially be offered to the public at a price equal to 100
percent of the principal amount thereof, and will be convertible into 29.2547
shares of Common Stock per $1,000 of Notes (equivalent to a conversion price
of approximately $34.18 per share), subject to adjustment in certain
circumstances.
Goldman, Sachs & Co. and CS First Boston are the managers of the
underwriting.
The net proceeds of the offering are expected to be used for general
corporate purposes, which may include refinancings and expenditures associated
with the Company's pending acquisition of Broadway Stores, Inc.
The Notes will be offered only by means of a written prospectus. Copies
of such prospectus may be obtained from Goldman, Sachs & Co., 85 Broad Street,
New York, New York 10004 or CS First Boston Corporation, Park Avenue Plaza,
55 East 52nd Street, New York, New York 10055.
Federated, with corporate offices in Cincinnati and New York, is one of
the nation's leading department store retailers, with annual sales of more than
$14 billion. Federated currently operates 358 department stores and more than
100 specialty and clearance stores in 35 states under the names of
Bloomingdale's, The Bon Marche, Bullock's, Burdines, Goldsmith's, Jordan Marsh,
Lazarus, Macy's, Rich's and Stern's, as well as Aeropostale, Charter Club, and
Macy's Close Out.
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Bloomingdale's The Bon Marche Bullock's Aeropostale Charter Club
Burdines Goldsmith's Jordan Marsh Lazarus Macy's Close-Out
Macy's Rich's Stern's Bloomingdale's By Mail
