SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934 [FEE
REQUIRED]
For fiscal year ended December 31, 1994
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE
REQUIRED]
Commission file number: 1-13536
A. Full title of the plan and the address of the
plan, if different from that of the issuer named below:
Federated Savings Plan For Employees of Lazarus PA, Inc.
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive office:
Federated Department Stores, Inc.
151 West 34th Street
New York, New York 10001
and
7 West Seventh Street
Cincinnati, Ohio 45202
JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN
(CURRENTLY NAMED THE FEDERATED SAVINGS PLAN FOR EMPLOYEES OF
LAZARUS PA, INC.)
Financial Statements and Schedules
December 31, 1994 and 1993
With Independent Auditors' Report Thereon
JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN
December 31, 1994 and 1993
Index
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits, with Fund
Information -
December 31, 1994 and 1993
Statements of Changes in Net Assets Available for Plan Benefits,
with Fund Information -
Years Ended December 31, 1994 and 1993
Notes to Financial Statements
Schedules
Schedule of Investments - December 31, 1994 1
Schedule of Reportable Transactions for the Year
ended December 31, 1994 2
Independent Auditors' Report
Pension and Profit Sharing Committee
Federated Department Stores, Inc.
Joseph Horne Co., Inc. Thrift Incentive Plan:
We have audited the accompanying statement of net assets
available for benefits of the Joseph Horne Co., Inc. Thrift
Incentive Plan as of December 31, 1994 and the related statement
of changes in net assets available for benefits for the year then
ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion
on these financial statements based on our audit. The
accompanying financial statements of the Joseph Horne Co., Inc.
Thrift Incentive Plan as of December 31, 1993, were audited by
other auditors whose report thereon dated December 2, 1994,
expressed an unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the 1994 financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 1994 and
the changes in net assets available for benefits for the year
then ended in conformity with generally accepted accounting
principles.
Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of Investments and Reportable Transactions are
presented for the purpose of additional analysis and are not a
required part of the basic financial statements, but are
supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The Fund
Information in the statements of net assets available for
benefits and the statements of changes in net assets available
for benefits is presented for purposes of additional analysis
rather than to present the net assets available for plan benefits
and changes in net assets available for plan benefits of each
fund. The supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial
statements taken as a whole.
KPMG Peat Marwick LLP
\s\ KPMG Peat Marwick LLP
Cincinnati, Ohio
June 26, 1995
<TABLE>
JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN
Statement of Net Assets Available For Benefits, with Fund Information
December 31, 1994
<CAPTION>
Clearing Money Managed Index Small
Account Market Income Equity Cap Delaware Loan
Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value (note 3):
Money market funds $ 51,003 $1,016,628 $1,767,642 $1,716,091 $1,608,741 $ - $ 1,893 $ 6,161,998
Other mutual funds - - 10,398 32,823 82,284 344,450 - 469,955
Participants' loans - - - - - - 174,455 174,455
Total investments 51,003 1,016,628 1,778,040 1,748,914 1,691,025 344,450 176,348 6,806,408
Investment income receivable 610 8,626 545 530 497 8,286 43 19,137
Due (to) from other funds (51,613) 3,163 (78,951) 31,998 14,999 130,195 (49,791) -
Total assets - 1,028,417 1,699,634 1,781,442 1,706,521 482,931 126,600 6,825,545
Liabilities:
Accrued liabilities - 638 1,147 1,147 1,105 213 - 4,250
Net assets available for benefits $ - $1,027,779 $1,698,487 $1,780,295 $1,705,416 $ 482,718 $ 126,600 $ 6,821,295
The accompanying notes are an integral part of these financial
statements.
</TABLE>
(Continued)
<TABLE>
JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN
Statement of Net Assets Available for Benefits, with Fund Information
December 31, 1993
<CAPTION>
Clearing Money Managed Index Small
Account Market Income Equity Cap Delaware Loan
Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value (note 3):
Money market funds $ 99,910 $1,303,185 $ 37,784 $ 30,732 $ 45,012 $ 4,954 $ 9,599 $1,531,176
Other mutual funds - - 1,958,982 1,919,822 1,829,341 341,160 - 6,049,305
Participants' loans - - - - - - 120,440 120,440
Total investments 99,910 1,303,185 1,996,766 1,950,554 1,874,353 346,114 130,039 7,700,921
Investment income receivable 507 3,420 26 22 25 24,379 67 28,446
Employer contributions receivable 6,138 12,593 7 648 318 11 - 19,715
Due (to) from other funds (106,555) (120,805) 75,332 66,855 84,938 10,807 (10,572) -
Total assets - 1,198,393 2,072,131 2,018,079 1,959,634 381,311 119,534 7,749,082
Liabilities:
Accrued liabilities - 2,709 4,141 4,045 3,888 893 - 15,676
Net assets available for benefits $ - $1,195,684 $2,067,990 $2,014,034 $1,955,746 $ 380,418 $ 119,534 $7,733,406
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<TABLE>
JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN
Statement of Changes in Net Assets Available for Benefits, with Fund Information
Year Ended December 31, 1994
<CAPTION>
Money Managed Index Small
Market Income Equity Cap Delaware Loan
Additions: Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employee $ 139,453 $ 169,381 $ 284,632 $ 209,056 $ 90,465 $ - $ 892,987
Employer 1,920 3,848 4,359 3,820 1,645 - 15,592
Total contributions 141,373 173,229 288,991 212,876 92,110 - 908,579
Investment income (loss):
Investment income 34,012 117,797 65,803 80,360 16,135 9,720 323,827
Net depreciation in fair value of
Investments - (220,745) (51,617) (119,480) (12,806) - (404,648)
Total investment income (loss) 34,012 (102,948) 14,186 (39,120) 3,329 9,720 (80,821)
Total additions 175,385 70,281 303,177 173,756 95,439 9,720 827,758
Deductions:
Participant withdrawals 261,667 367,568 470,247 454,613 122,484 4,066 1,680,645
Administrative expenses (note 6) 8,852 16,573 14,888 15,278 3,633 - 59,224
Total deductions 270,519 384,141 485,135 469,891 126,117 4,066 1,739,869
Interfund transfers, net (72,771) (55,643) (51,781) 45,805 132,978 1,412 -
Net increase (decrease) (167,905) (369,503) (233,739) (250,330) 102,300 7,066 (912,111)
Net assets available for benefits:
Beginning of year 1,195,684 2,067,990 2,014,034 1,955,746 380,418 119,534 7,733,406
End of year $ 1,027,779 $ 1,698,487 $ 1,780,295 $ 1,705,416 $ 482,718 $ 126,600 $ 6,821,295
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<TABLE>
(Continued)
JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN
Statement of Changes in Net Assets Available for Benefits, with Fund Information
Year Ended December 31, 1993
<CAPTION>
Money Managed Index Small
Market Income Equity Cap Delaware Loan
Additions: Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employee $ 158,145 $ 275,402 $ 294,464 $ 260,647 $ 23,192 $ - $1,011,850
Employer 33,162 41,368 54,119 43,269 4,467 - 176,385
Total contributions 191,307 316,770 348,583 303,916 27,659 - 1,188,235
Investment income (loss):
Investment income 43,744 133,552 194,173 40,854 24,561 11,006 447,890
Net appreciation (depreciation) in fair
value of investments - 17,708 255,170 183,146 (34,190) - 421,834
Total investment income (loss) 43,744 151,260 449,343 224,000 (9,629) 11,006 869,724
Total additions 235,051 468,030 797,926 527,916 18,030 11,006 2,057,959
Deductions:
Participant withdrawals 270,835 151,150 173,373 101,619 - - 696,977
Administrative expenses (note 6) 15,143 16,679 16,145 15,434 1,242 - 64,643
Total deductions 285,978 167,829 189,518 117,053 1,242 - 761,620
Interfund transfers, net (157,450) 948,844 (1,482,620) 354,591 363,630 (26,995) -
Net increase (decrease) (208,377) 1,249,045 (874,212) 765,454 380,418 (15,989) 1,296,339
Net assets available for benefits:
Beginning of year 1,404,061 818,945 2,888,246 1,190,292 - 135,523 6,437,067
End of year $1,195,684 $ 2,067,990 $ 2,014,034 $ 1,955,746 $ 380,418 $ 119,534 $7,733,406
The accompanying notes are an integral part of these financial
statements.
</TABLE>
JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN
Notes to Financial Statements
December 31, 1994 and 1993
1.Description of Plan
The following brief description of Joseph Horne Co., Inc.
Thrift Incentive Plan (the "Plan") is provided for general
information purposes only. Participants should refer to the
Plan document for more complete information.
General
The Plan is sponsored by Federated Department Stores, Inc.
(the "Company") which acquired the Joseph Horne Co., Inc.
("Horne's"), the former sponsor of the Plan, on May 26, 1994.
The Plan, established as of July 1, 1987, is a defined
contribution plan and is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
Eligibility and Vesting
Employees are generally eligible for participation in the Plan
after one year of service of at least 1,000 hours.
Participants are fully vested in the value of their
contributions at all times. Participants become vested in
their allocated share of employer contributions in 20%
increments after two years and become fully vested after six
years of credited service.
Participants Accounts
Plan participants may make regular pre-tax contributions of 2%
to 6% of their salaries or wages. Participants may direct
their contributions to one or several investment fund options
subject to allocation limitations set forth in the Plan.
Changes in allocation of future contributions and transfers of
presently invested contributions between funds are permitted
pursuant to the Plan provisions.
The employer may match participants' contributions and credit
the participants accounts on a monthly basis, reduced by
forfeitures of nonvested Plan participants. After January
1994, Horne's elected to discontinue its employer
contribution.
Loans
Loans may be granted subject to specified limitations and only
against that portion of a participant's account that is
vested. Loans are collateralized by the vested portion of the
participant's account and repayments are made through payroll
deductions. All loans bear interest at the prime rate plus
two percentage points on the first day of the calendar quarter
in which the note is signed.
(Continued)
JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN
Notes to Financial Statements - Continued
December 31, 1994 and 1993
2.Summary of Significant Accounting Policies
a)Basis of Presentation
The accompanying financial statements of the Plan have been
prepared on the accrual basis of accounting.
b)Investments
Investments, except for loans, are reported at fair value as
determined by quoted market prices on an active market.
Purchases and sales of securities are recorded on a trade-
date basis. Realized gains and losses on the sale of
securities are reported on the average cost method.
Outstanding loans in the loan fund are stated at amortized
cost.
Dividend income is recorded on the ex-dividend date. Income
from other investments is recorded as earned on an accrual
basis.
During 1993, investments in the Fixed Income Fund, Equity
Fund I and Equity Fund II were converted to the Managed
Income, Index Equity Fund, and Small Cap Fund, respectively.
c)Reclassifications
Certain amounts in the 1993 financial statements have been
reclassified to conform with the current year presentation.
3.Investments
The Company has a trust agreement with PNC Bank Corp. ("PNC")
with respect to the operation of the Plan and the
establishment and management of the trust fund.
The following table presents the fair value of investments,
except for loans, held as of December 31, 1994 and 1993 that
represent five percent or more of the Plan's net assets.
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
PNC money market fund $6,161,998 $1,531,176
PNC managed income fund - 1,958,982
PNC index equity fund - 1,919,822
PNC small cap value fund - 1,829,341
Delaware fund 344,450 -
</TABLE>
(Continued)
JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN
Notes to Financial Statements - Continued
December 31, 1994 and 1993
Net appreciation (depreciation) in the fair value of
investments for the years ended December 31, 1994 and 1993 was
as follows:
<TABLE>
<CAPTION>
1994 1993
<S> <C> <C>
PNC managed income fund $ (220,745) $ 17,708
PNC index equity fund (51,617) 255,170
PNC small cap value fund (119,480) 183,146
Delaware fund (12,806) (34,190)
$ (404,648) $ 421,834
</TABLE>
4. Plan Termination
Although it has not expressed any intent to do so, the Company
has the right under the Plan to terminate the Plan subject to
the provisions of ERISA. In the event of Plan termination,
participants will become 100 % vested in their accounts.
5. Federal Income Tax
The Plan obtained its latest determination letter on July 20,
1988, in which the Internal Revenue Service stated that the
Plan, as then designed, was in compliance with the applicable
requirements of the Internal Revenue Code. While the Plan has
been amended since receiving such determination letter, the
Plan administrator and the Plan's tax counsel believe that the
Plan is currently designed and being operated in compliance
with the applicable requirements of the Internal Revenue Code.
Therefore, no provision for income taxes has been included in
the plan's financial statements.
6. Administrative Expenses
Administrative expenses, including trust, investment,
actuarial, legal and audit fees, are paid for by the Plan.
7.Subsequent Event
Effective January 1, 1995, the Plan entered into the Federated
Department Stores, Inc. Defined Contribution Plan Master Trust
Agreement (the "Master Trust") with the Company's trustee.
Under the terms of the Master Trust, the trustee serves as
trustee custodian for the Master Trust which was established
for the investment of assets of the Plan and of The Federated
Department Stores, Inc. Retirement Income and Thrift Incentive
Plan ("RITI"), also sponsored by the Company. As part of the
Master Trust formation, all of the assets held by PNC were
liquidated and transferred to the Master Trust.
(Continued)
JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN
Notes to Financial Statements - Continued
December 31, 1994 and 1993
In addition, the Plan was amended and restated as of January
1, 1995 to adopt provisions substantially similiar to the
thrift incentive provisions of RITI and to change the name of
the Plan to The Federated Savings Plan for Employees of
Lazarus PA, Inc. (the "Amended Plan"). Under the provisions
of the Amended Plan, participants are immediately vested 100%
in their own and the Company's contributions; participants can
contribute an amount equal to 1% to 10% (subject to certain
limitations) of the participant's eligible compensation; the
Company's annual contribution is an amount equal to the
greater of 2% of the Company's pre-tax income from
participating divisions or the amount necessary to match 20%
of participants' basic savings (up to 5% of eligible
compensation) and the option for new participant loans was
eliminated from the Plan. Participants should refer to the
Amended Plan document for more complete information.
Pursuant to the Requirements of the Securities and Exchange Act of
1934, the members of the Pension and Profit Sharing Committee (which is the
administrative committee for the Federated Savings Plan for Employees of
Lazarus PA, Inc.) have duly caused this annual report to be signed by the
undersigned, thereunto duly authorized.
FEDERATED SAVINGS PLAN FOR
EMPLOYEES OF LAZARUS PA, INC.
By: \s\ John R. Sims
John R. Sims
Pension and Profit Sharing Committee
June 29, 1995
<TABLE>
Schedule 1
JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN
Schedule of Investments
December 31, 1994
<CAPTION>
Current
Cost Value
<C> <C> <C>
Clearing Account
*PNC Money Market Fund $ 51,003 $ 51,003
Money Market Fund:
*PNC Money Market Fund 1,016,628 1,016,628
Managed Income Fund:
*PNC Money Market Fund 1,767,642 1,767,642
*PNC Managed Income Fund 10,398 10,398
1,778,040 1,778,040
Index Equity Fund:
*PNC Money Market Fund 1,716,091 1,716,091
*PNC Index Equity Fund 32,854 32,823
1,748,945 1,748,914
Small Cap Fund:
*PNC Money Market Fund 1,608,741 1,608,741
*PNC Small Cap Value Fund 80,341 82,284
1,689,082 1,691,025
Delaware Fund:
Delaware Fund Inc. 381,320 344,450
Loan Fund:
*PNC Money Market Fund 1,893 1,893
*Participant Loans
(8-11.5% Interest) - 174,455
1,893 176,348
Total Investments $ 6,666,911 $ 6,806,408
* Denotes party-in-interest
</TABLE>
<TABLE>
Schedule 2
JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN
Schedule of Reportable Transactions
Year Ended December 31, 1994
<CAPTION>
Proceeds Net Gain
Total From Cost of (Loss)
Description of Asset Purchases Sales Sales On Sales
<S> <C> <C> <C> <C>
*PNC Money Market Fund $9,059,230 $4,428,412 $4,428,412 $ -
*PNC Managed Income Fund 282,351 2,248,319 2,466,490 (218,171)
*PNC Index Equity Fund 387,375 2,228,827 2,222,426 6,401
*PNC Small Cap Value Fund 340,734 2,103,038 2,046,503 56,535
Delaware Fund 475,768 409,716 412,341 (2,625)
*Denotes party-in-interest
</TABLE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Federated Department Stores, Inc.
We consent to incorporation by reference in registration
statement No. 33-88240 on Form S-8 of Federated Department
Stores, Inc. of our report dated June 23, 1995, relating to
the statement of net assets available for benefits of Joseph
Horne Co., Inc. Thrift Incentive Plan (currently named
Federated Savings Plan for Employees of Lazarus PA, Inc.) as
of December 31, 1994, and the related statement of changes
in net assets available for benefits for the years then
ended, and related schedules, which report appears in the
December 31, 1994 Annual Report on Form 11-K of Joseph Horne
Co., Inc. Thrift Incentive Plan (currently named Federated
Savings Plan for Employees of Lazarus PA, Inc.).
KPMG Peat Marwick LLP
\s\ KPMG Peat Marwick LLP
Cincinnati, Ohio
June 26, 1995
