As filed with the Securities and Exchange Commission on March 4, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, Jones, Day, Reavis & Pogue
General Counsel, and Secretary 2300 Trammell Crow Center
Federated Department Stores, Inc. 2001 Ross Avenue
7 West Seventh Street Dallas, Texas 75201
Cincinnati, Ohio 45202 (214) 220-3939
(513) 579-7000
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registra-
be Registered Registered per Price * tion
Share * Fee
Common Stock, par value $0.01
per share . . . . . . . 75,000 $34.9375 $2,620,313 $794.03
* Estimated solely for the purpose of computing the registration fee
in accordance with Rule 457(h)(1) based on the market value of shares of
Federated Common Stock ($34.9375 per share, which is the average of the
high and low sale prices of a share of Federated Common Stock on the
Composite Tape of The New York Stock Exchange, Inc. on February 26, 1997).
PART II
Item 3. Incorporation of Documents by Reference
The following documents (or, as applicable, the portions thereof
specified below) filed by Federated Department Stores, Inc. (the
"Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference, as of
their respective dates, in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended February 3, 1996 (Commission File No. 1-13536);
(b) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended May 4, August 3, and November 2, 1996 and
Current Report on Form 8-K, dated May 21, 1996; and
(c) The description of the Common Stock contained in a
Registration Statement on Form 8-A filed with the Commission on
December 12, 1994 pursuant to Section 12(b) of the Exchange Act.
In addition, all documents hereafter filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from
the date of filing of such documents.
Item 6. Indemnification of Directors and Officers
The Company's Certificate of Incorporation (the "Certificate")
provides, as do the charters of many other publicly held companies,
that the personal liability of directors of the Company to the Company
is eliminated to the maximum extent permitted by Delaware law. The
Certificate and the Company's By-Laws (the "By-Laws") provide for the
indemnification of the directors, officers, employees, and agents of
the Company and its subsidiaries to the full extent that may be
permitted by Delaware law from time to time, and the By-Laws provide
for various procedures relating thereto. Certain provisions of the
Certificate protect the Company's directors against personal liability
for monetary damages resulting from breaches of their fiduciary duty
of care, except as set forth below. Under Delaware law, absent these
provisions, directors could be held liable for gross negligence in the
performance of their duty of care, but not for simple negligence. The
Certificate absolves directors of liability for negligence in the
performance of their duties, including gross negligence. However, the
Company's directors remain liable for breaches of their duty of
loyalty to the Company and its stockholders, as well as for acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law and transactions from which a director
derives an improper personal benefit. The Certificate also does not
absolve directors of liability under section 174 of the Delaware
General Corporation Law, which makes directors personally liable for
unlawful dividends or unlawful stock repurchases or redemptions in
certain circumstances and expressly sets forth a negligence standard
with respect to such liability.
Under Delaware law, directors, officers, employees, and other
individuals may be indemnified against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement in connection
with specified actions, suits, or proceedings, whether civil,
criminal, administrative, or investigative (other than an action by or
in the right of the corporation - a "derivative action") if they acted
in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful. A similar standard of care is applicable
in the case of a derivative action, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection
with the defense or settlement of such an action and Delaware law
requires court approval before there can be any indemnification of
expenses where the person seeking indemnification has been found
liable to the Company.
The Certificate provides, among other things, that each person
who was or is made a party to, or is threatened to be made a party to,
or is involved in, any action, suit, or proceeding by reason of the
fact that he or she is or was a director or officer of the Company (or
was serving at the request of the Company as a director, officer,
employee, or agent for another entity), will be indemnified and held
harmless by the Company to the full extent authorized by Delaware law
against all expense, liability, or loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties, and amounts to be
paid in settlement) reasonably incurred by such person in connection
therewith. The rights conferred thereby will be deemed to be contract
rights and will include the right to be paid by the Company for the
expenses incurred in defending the proceedings specified above in
advance of their final disposition.
As authorized by the Certificate, the Company has entered into
indemnification agreements with each of its directors and officers.
These indemnification agreements provide for, among other things, (i)
the indemnification by the Company of the indemnitees thereunder to
the extent described above, (ii) the advancement of attorneys' fees
and other expenses, and (iii) the establishment, upon approval by the
Company's Board of Directors, of trusts or other funding mechanisms to
fund the Company's indemnification obligations thereunder.
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
Item 9. Undertakings
A. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act, unless the information required
to be included in such post-effective amendment is contained in
periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act and incorporated herein by
reference; (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement
unless the information required to be included in such
post-effective amendment is contained in periodic reports filed
by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act and incorporated herein by reference; and (iii) to
include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
B. The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer, or controlling person of the
Company in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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 Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cincinnati, State
of Ohio on March 3, 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 Registration Statement has been signed below by the following
persons in the capacities indicated on March 3, 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 Vice President and Controller
Joel A. Belsky (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 Registration Statement 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
[Letterhead of Dennis J. Broderick,
Senior Vice President
General Counsel and Secretary]
March 4, 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 [50,000]
shares of Common Stock, par value $0.01 per share, of the
Company (the "Shares") to be 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,
/s/ Dennis J. Broderick
Dennis J. Broderick
General Counsel
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Federated Department Stores, Inc.
We consent to the use of our report dated March 5, 1996 on the
consolidated financial statements of Federated Department Stores,
Inc. and subsidiaries as of February 3, 1996 and January 28,
1995, and for the fifty-three week period ended February 3, 1996
and each of the fifty-two week periods ended January 28, 1995 and
January 29, 1994, incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Cincinnati, Ohio
March 3, 1997
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the
undersigned directors and/or officers of FEDERATED
DEPARTMENT STORES, INC., a Delaware corporation (the
"Company"), does hereby constitute and appoint DENNIS J.
BRODERICK, JOHN R. SIMS and PADMA TATTA CARIAPPA, or any of
them, their true and lawful attorneys and agents to do any
and all acts and things and execute any and all instruments
which said attorneys and agents, or any of them, may deem
necessary or advisable or which said attorneys and agents,
or any of them, may deem necessary or advisable or which may
be required to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules,
regulations or requirements of the Securities and Exchange
Commission in respect thereof, in connection with the filing
with the Securities and Exchange Commission of one or more
Registration Statements on Form S-8 relating to the
Federated Department Stores, Inc. Director Deferred
Compensation Plan, including specifically but without
limiting the generality of the foregoing, the power and
authority to sign in the name and on behalf of the
undersigned, in his or her capacity as a director and/or
officer of the Company, any such Form S-8 and any and all
amendments and supplements thereto and any other instruments
or documents filed as a part of or in connection therewith,
and each of the undersigned does hereby ratify and confirm
all that said attorneys and agents or any of them, may do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has
subscribed these presents this 28th day of February, 1997.
/s/ Joel A. Belsky /s/ Lyle Everingham /s/ Meyer Feldberg
Joel A. Belsky Lyle Everingham Meyer Feldberg
/s/ Earl G. Graves, Sr. /s/ George V. Grune /s/ Joseph Neubauer
Earl G. Graves, Sr. George V. Grune Joseph Neubauer
/s/ Allen I. Questrom /s/ Ronald W. Tysoe /s/ Paul W. Van Orden
Allen I. Questrom Ronald W. Tysoe Paul W. Van Orden
/s/ Karl M. von der Heyden /s/ Marna C. Whittington
Karl M. von der Heyden Craig E. Weatherup Marna C. Whittington
/s/ James M. Zimmerman
James M. Zimmerman
