As filed with the Securities and Exchange Commission on March 25, 1997
Registration No. 33-322737
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FEDERATED DEPARTMENT STORES, INC.
151 West 34th Street
New York, New York 10001
(212) 695-4400
-and-
Delaware 7 West Seventh Street 13-3324058
(State of Cincinnati, Ohio 45202 (I.R.S. Employer
incorporation) (513) 579-7000 Identification
Number)
FEDERATED DEPARTMENT STORES, INC.
NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN
Copies of notices and other communications
should be sent to:
Dennis J. Broderick, Esq. Mark E. Betzen, Esq.
Senior Vice President, General Jones, Day, Reavis & Pogue
Counsel, and Secretary 2300 Trammell Crow Center
Federated Department Stores, Inc. 2001 Ross Avenue
7 West Seventh Street Dallas, Texax 75201
Cincinnati, Ohio 45202 (214) 220-3939
(513) 579-7000
This Amendment is filed for the sole purpose of filing a revised
opinion of counsel as Exhibit 5 hereto.
Item 8. Exhibits
4.1 -- Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year
ended January 28, 1995 (the "1994 Form 10-K"))
4.2 -- By-Laws of the Company (incorporated by
reference to Exhibit 3.2 to the 1994 Form 10-K)
4.3 -- Rights Agreement between the Company and
the Rights Agent thereunder (incorporated by reference to
Exhibit 4.3 to the 1994 Form 10-K)
5 -- Opinion of Counsel
23 -- Consent of KPMG Peat Marwick LLP*
24 -- Powers of Attorney*
_____________________
* Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cincinnati, State of Ohio on
March 25, 1997.
FEDERATED DEPARTMENT STORES, INC.
By: /s/ Dennis J. Broderick
Dennis J. Broderick
Senior Vice President, General
Counsel, and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 has been signed below by the following persons in the
capacities indicated on March 25, 1997.
Signature Title
*Allen I. Questrom Chairman of the Board and Chief
Allen I. Questrom Executive Officer (principal
executive officer) and Director
*Ronald W. Tysoe Vice Chairman and Chief Financial
Ronald W. Tysoe Officer (principal financial
officer) and Director
*Joel A. Belsky Senior Vice President and
Joel A. Belsky Controller (principal accounting
officer)
*Lyle Everingham Director
Lyle Everingham
*Meyer Feldberg Director
Meyer Feldberg
*Earl G. Graves, Sr. Director
Earl G. Graves, Sr.
*George V. Grune Director
George V. Grune
*Joseph Neubauer Director
Joseph Neubauer
*Paul W. Van Orden Director
Paul W. Van Orden
*Karl M. von der Heyden Director
Karl M. von der Heyden
*Marna C. Whittington Director
Marna C. Whittington
*James M. Zimmerman Director
James M. Zimmerman
*The undersigned, by signing his name hereto, does sign and execute this
Amendment No. 1 pursuant to Powers of Attorney executed by the
above-named persons.
/s/ Dennis J. Broderick
Dennis J. Broderick,
Attorney-in-Fact
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit No. Exhibit Page
4.1 -- Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to
the Company's Annual Report on Form 10-K for
the fiscal year ended January 28, 1995 (the
"1994 Form 10-K"))
4.2 -- By-Laws of the Company (incorporated by
reference to Exhibit 3.2 to the 1994 Form 10-K)
4.3 -- Rights Agreement between the Company and
the Rights Agent thereunder (incorporated by
reference to Exhibit 4.3 to the 1994 Form 10-K)
5 -- Opinion of Counsel
23 -- Consent of KPMG Peat Marwick LLP*
24 -- Powers of Attorney*
_________________
* Previously filed
[Letterhead of Dennis J. Broderick,
Senior Vice President,
General Counsel and Secretary]
March 24, 1997
Federated Department Stores, Inc.
7 West Seventh Street
Cincinnati, Ohio 45202
Re: Director Deferred Compensation Plan
Ladies and Gentlemen:
In my capacity as General Counsel of Federated
Department Stores, Inc., a Delaware corporation (the
"Company"), I have acted as counsel for the Company in
connection with the proposed issuance and sale pursuant to
the above-referenced plan (the "Plan") of up to 75,000
shares of Common Stock, par value $0.01 per share, of the
Company (the "Shares") registered under the Securities Act
of 1933, as amended, pursuant to a Registration Statement on
Form S-8 (the "Registration Statement").
I have examined the Plan and such other documents,
records and matters of law as I have deemed necessary for
purposes of this opinion. Based upon the foregoing, I am of
the opinion that the shares that may be issued and sold
pursuant to the Plan, when issued and sold in accordance
with the Plan and appropriate forms of agreements and other
documentation contemplated thereby, will be duly authorized,
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as
Exhibit 5 to the Registration Statement.
Very truly yours,
Dennis J. Broderick
General Counsel
