<PAGE> 1
As filed with the Securities and Exchange Commission on April 27, 1999
================================================================================
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) 494-1601
-and-
DELAWARE 7 WEST SEVENTH STREET 13-3324058
(State of incorporation) CINCINNATI, OHIO 45202 (I.R.S. Employer
(513) 579-7000 Identification Number)
THE NONQUALIFIED STOCK OPTION AGREEMENTS, EACH DATED AS OF MARCH 19, 1999,
BETWEEN FEDERATED DEPARTMENT STORES, INC. AND EACH OF
TERRY HUGHES, WILLIAM J. LANSING, JEFF LEWIS, RACHEL O'BRIEN,
MICHAEL P. SHERMAN AND RICHARD TATE
RESTRICTED STOCK AGREEMENT, DATED AS OF MARCH 19, 1999,
BETWEEN FEDERATED DEPARTMENT STORES, INC. AND
WILLIAM J. LANSING
COPIES OF NOTICES AND OTHER COMMUNICATIONS SHOULD BE SENT TO:
<TABLE>
<S> <C>
DENNIS J. BRODERICK, ESQ. MARK E. BETZEN, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL, AND SECRETARY JONES, DAY, REAVIS & POGUE
FEDERATED DEPARTMENT STORES, INC. 2300 TRAMMELL CROW CENTER
7 WEST SEVENTH STREET 2001 ROSS AVENUE
CINCINNATI, OHIO 45202 DALLAS, TEXAS 75201
(513) 579-7000 (214) 220-3939
</TABLE>
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
Title of
Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered(2) per Share(3) Offering Price(3) Registration Fee(4)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share(1)....... 400,864 $20.34 $8,151,762.34 $2,266.19
=================================================================================================================================
</TABLE>
(1) Includes rights to purchase Series A Junior Participating Preferred
Stock. Prior to the occurrence of certain events, such rights will not be
evidenced separately from the common stock.
(2) Represents 316,202 shares issuable upon exercise of stock options granted
pursuant to the Nonqualified Stock Option Agreements referred to above
and 84,662 restricted shares granted pursuant to the Restricted Stock
Agreement referred to above. Pursuant to Rule 416, there are registered
hereunder such indeterminate number of additional shares as may become
issuable (a) upon the exercise of the options as a result of the
antidilution provisions contained in the Nonqualified Stock Option
Agreements or (b) with respect to the restricted shares upon a stock
split, stock dividend, or similar transaction.
(3) The aggregate offering price represents the sum of (a) the aggregate
price payable upon the exercise of the options and (b) the product of 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 on April 23,
1999 and the number of restricted shares offered hereby. The offering
price per share represents the quotient obtained by dividing the
aggregate offering price by the number of shares registered hereby.
(4) Computed in accordance with paragraphs (c) and (h) of Rule 457.
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<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents specified below, which have been or are to be filed by
Federated Department Stores, Inc. with the Securities and Exchange Commission,
are incorporated by reference into this registration statement. The information
contained in those documents is considered to be part of this registration
statement, except that the information contained in later-dated documents will
supplement, modify, or supersede, as applicable, the information contained in
earlier-dated documents.
Federated incorporates by reference into this registration statement the
documents listed below and all documents filed by Federated with the Commission
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
after the date of this registration statement and prior to the filing of a
post-effective amendment that indicates that all securities offered by this
registration statement have been sold or that deregisters all such securities
then remaining unsold:
o Federated's annual report on Form 10-K for the fiscal year ended
January 30, 1999;
o Federated's current report on Form 8-K dated March 18, 1999; and
o The description of Federated's common stock contained in a
registration statement on Form 8-A (Commission File No. 1-13536)
filed with the Commission on December 12, 1994 pursuant to
Section 12(b) of the Exchange Act.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Federated's certificate of incorporation provides, as do the charters
of many other publicly held companies, that the personal liability of directors
of Federated to Federated is eliminated to the maximum extent permitted by
Delaware law. Federated's certificate of incorporation and by-laws provide for
the indemnification of the directors, officers, employees, and agents of
Federated and its subsidiaries to the full extent permitted by Delaware law from
time to time and, in the case of the by-laws, for various procedures relating
thereto. Certain provisions of Federated's certificate of incorporation protect
Federated's directors against personal liability for monetary damages resulting
from breaches of their fiduciary duty of care. Federated's certificate of
incorporation absolves directors of liability for negligence in the performance
of their duties, including gross negligence. However, Federated's directors
remain liable for breaches of their duty of loyalty to Federated 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 improper personal benefit. Federated's certificate
of incorporation also does not absolve directors of liability under Section 174
of the General Corporation Law of the State of Delaware, 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 corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. A similar standard of conduct is applicable
in the case of a derivative action, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with 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 corporation.
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<PAGE> 3
Federated's certificate of incorporation 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 Federated (or was serving
at the request of Federated as a director, officer, employee, or agent for
another entity), will be indemnified and held harmless by Federated 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 Federated for the expenses
incurred in defending the proceedings specified above in advance of their final
disposition.
Federated's by-laws provide for, among other things, (1) the
indemnification by Federated of its directors and officers to the extent
described above, (2) the advancement of attorneys' fees and other expenses, and
(3) the establishment, upon approval by the board of directors, of trusts or
other funding mechanisms to fund Federated's indemnification obligations.
As authorized by its certificate of incorporation, Federated has
entered into indemnification agreements with each of its directors and officers.
These indemnification agreements provide for, among other things, (1) the
indemnification by Federated of the indemnitees thereunder to the extent
described above, (2) the advancement of attorneys' fees and other expenses, and
(3) the establishment, upon approval by Federated's board of directors, of
trusts or other funding mechanisms to fund Federated'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)
5.1 -- Opinion of Dennis J. Broderick
23.1 -- Consent of KPMG LLP
23.2 -- Consent of Dennis J. Broderick (included in Exhibit 5.1)
24.1 -- Powers of Attorney
ITEM 9. UNDERTAKINGS
A. Federated 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
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<PAGE> 4
change to such information in this Registration Statement; provided,
however, that the undertakings set forth in paragraphs (i) and (ii)
above shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference 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. Federated hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of Federated'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 Federated pursuant to the foregoing provisions, or otherwise, Federated 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 Federated of expenses incurred or paid by
a director, officer, or controlling person of Federated 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, Federated 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.
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<PAGE> 5
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 April 27, 1999.
FEDERATED DEPARTMENT STORES, INC.
By: /s/ Dennis J. Broderick
--------------------------------
Dennis J. Broderick,
Senior Vice President
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 April 27, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Chairman of the Board and Chief Executive Officer
--------------------------------- (principal executive officer)
James M. Zimmerman
* President and Chief Merchandising Officer and
--------------------------------- Director
Terry J. Lundgren
* Vice Chairman and Director
---------------------------------
Ronald W. Tysoe
* Senior Vice President, Chief Financial Officer and
--------------------------------- Treasurer (principal financial officer)
Karen M. Hoguet
* Vice President and Controller (principal accounting
--------------------------------- officer)
Joel A. Belsky
* Director
---------------------------------
Meyer Feldberg
* Director
---------------------------------
Earl G. Graves, Sr.
* Director
---------------------------------
George V. Grune
* Director
---------------------------------
Sara Levinson
* Director
---------------------------------
Joseph Neubauer
* Director
---------------------------------
Joseph A. Pichler
* Director
---------------------------------
Karl M. von der Heyden
Director
---------------------------------
Craig E. Weatherup
* Director
---------------------------------
Marna C. Whittington
</TABLE>
* The undersigned, by signing his name hereto, does sign and execute this
registration statement pursuant to the Powers of Attorney executed by the
above-named persons.
/s/ Dennis J. Broderick
-------------------------------
Dennis J. Broderick,
Attorney-in-Fact
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<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
No. Exhibit Page
- --- ------- ------------
<S> <C> <C> <C>
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)
5.1 -- Opinion of Dennis J. Broderick E-1
23.1 -- Consent of KPMG LLP E-2
23.2 -- Consent of Dennis J. Broderick (included in Exhibit 5.1)
24.1 -- Powers of Attorney E-3
</TABLE>
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<PAGE> 1
EXHIBIT 5.1
[Letterhead of Dennis J. Broderick]
April 27, 1999
Federated Department Stores, Inc.
7 West Seventh Street
Cincinnati, Ohio 45202
Re: Certain Equity Awards
Ladies and Gentlemen:
In my capacity as General Counsel of Federated Department
Stores, Inc., a Delaware corporation (the "Company"), I am acting as counsel for
the Company in connection with the issuance pursuant to the Nonqualified Stock
Option Agreement, dated as of March 19, 1999 between the Company and Terry
Hughes, the Nonqualified Stock Option Agreement, dated as of March 19, 1999
between the Company and William J. Lansing, the Nonqualified Stock Option
Agreement, dated as of March 19, 1999 between the Company and Jeff Lewis, the
Nonqualified Stock Option Agreement, dated as of March 19, 1999 between the
Company and Rachel O'Brien, the Nonqualified Stock Option Agreement, dated as of
March 19, 1999 between the Company and Michael P. Sherman, the Nonqualified
Stock Option Agreement, dated as of March 19, 1999 between the Company and
Richard Tate, and the Restricted Stock Agreement, dated as of March 19, 1999
between the Company and William J. Lansing (collectively, the "Agreements") of
up to 400,864 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.
I have examined each of the Agreements and such other
documents, records and matters of law as I have deemed necessary for purposes of
this opinion. Based on such examination and on the assumptions set forth below,
I am of the opinion that the Shares, when issued and delivered in accordance
with the applicable Agreement, against payment of the consideration therefor as
provided in the applicable Agreement and having a value not less than the par
value thereof, will be duly authorized, validly issued, fully paid and
nonassessable.
In rendering this opinion, I have assumed (i) the authenticity
of all documents submitted to me as originals and the conformity to original
documents of all documents submitted to me as copies (ii) that the signatures on
all documents examined by me are genuine and that, where any such signature
purports to have been made in a corporate, governmental, fiduciary or other
capacity, the person who affixed such signature to such document had authority
to do so and (iii) that the statements and certificates described in the
following paragraph are accurate in all material respects at the date of this
opinion.
I am a member of the bar of the State of Ohio, and have not
been admitted to the bar of any other jurisdiction. In rendering the opinions
set forth herein, my examination of matters of law has been limited to the
federal laws of the United States of America and the corporation laws of the
State of Delaware. In rendering this opinion, I have relied, as to certain
matters of fact, without any independent investigation, inquiry or verification,
upon statements or certificates of representatives of the Company and upon
statements or certificates of public officials.
I hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.
Very truly yours,
/s/ Dennis J. Broderick
Dennis J. Broderick
General Counsel
E-1
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Federated Department Stores, Inc.
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG LLP
Cincinnati, Ohio
April 21, 1999
E-2
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Ronald W. Tysoe, Dennis J. Broderick, John R. Sims, and Padma Tatta
Cariappa, or any of them, the true and lawful attorneys-in-fact of the
undersigned, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, to sign on his or her behalf, as a
director or officer, or both, as the case may be, of Federated Department
Stores, Inc., a Delaware corporation (the "Corporation"), a Registration
Statement on Form S-8 (the "Registration Statement") relating to the
registration under the Securities Act of 1933, as amended, of shares of the
Corporation's common stock issuable pursuant to certain Restricted Stock
Agreements and Nonqualified Stock Option Agreements entered into with William J.
Lansing, Michael P. Sherman, and Richard Tate and to sign any or all amendments
and any or all post-effective amendments to the Registration Statement, whether
on Form S-8 or otherwise, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys or attorneys-in-fact full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys or attorneys-in-fact or any of them or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Dated: April 20, 1999
/s/ James M. Zimmerman /s/ George V. Grune
- ----------------------------- -----------------------------------
James M. Zimmerman George V. Grune
/s/ Terry J. Lundgren /s/ Sara Levinson
- ----------------------------- -----------------------------------
Terry J. Lundgren Sara Levinson
/s/ Ronald W. Tysoe /s/ Joseph Neubauer
- ----------------------------- -----------------------------------
Ronald W. Tysoe Joseph Neubauer
/s/ Karen M. Hoguet /s/ Joseph A. Pichler
- ----------------------------- -----------------------------------
Karen M. Hoguet Joseph A. Pichler
/s/ Joel A. Belsky /s/ Karl M. von der Heyden
- ----------------------------- -----------------------------------
Joel A. Belsky Karl M. von der Heyden
/s/ Meyer Feldberg
- ----------------------------- -----------------------------------
Meyer Feldberg Craig E. Weatherup
/s/ Earl G. Graves, Sr. /s/ Marna C. Whittington
- ----------------------------- -----------------------------------
Earl G. Graves, Sr. Marna C. Whittington
E-3
