Exhibit 4.1
This Security is a Book-Entry Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of
the Depositary or a nominee of the Depositary. This Security is
exchangeable for Securities registered in the name of a person
other than the Depositary or its nominee only in the limited
circumstances described in the Indenture and may not be transferred
except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Company (as defined below) or its agent
for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity
as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.
EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, THIS SECURITY MAY BE
TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO A NOMINEE OF THE
DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY, TO THE DEPOSITARY OR
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
THE MAY DEPARTMENT STORES COMPANY
7.90% DEBENTURE DUE 2007
CUSIP 577778 BP7
$225,000,000
R-1
THE MAY DEPARTMENT STORES COMPANY, a corporation duly
organized and existing under the laws of the State of New York
(herein called the "Company", which term includes any successor
corporation under the Indenture herein referred to), for value
received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of TWO HUNDRED TWENTY FIVE MILLION
DOLLARS ($225,000,000) on October 15, 2007, and to pay interest
thereon from October 16, 2000 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semi-annually on April 15 and October 15 of each year, commencing
April 15, 2001, at the rate of 7.90% per annum, until the principal
hereof is fully paid or made available for payment. The interest
so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the first
day of April or October (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given
to Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Debentures of this series may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in such Indenture.
Payment of the principal of and interest on this Security will
be made at the office or agency of the Company maintained for that
purpose in The City of New York, New York, in such coin or currency
of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however,
that at the option of the Company payment of interest may be made
by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS
SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS
PLACE.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Instrument to
be duly executed under its corporate seal.
Dated: October 16, 2000
THE MAY DEPARTMENT STORES COMPANY
a New York corporation
[Seal]
By:________________________________
Richard A. Brickson
Secretary
Attest: ____________________________
Linda J. Balicki
Assistant Secretary
This is one of the Securities of the series designated therein
issued under the within-mentioned Indenture.
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee
By: _______________________________
Authorized Officer
REVERSE OF Debenture
THE MAY DEPARTMENT STORES COMPANY
7.90% Debenture Due 2007
This Security is one of a duly authorized series of guaranteed
debt securities of the Company (herein called the "Debentures"),
issued under an Indenture, dated as of June 17, 1996 (herein called
the "Indenture"), among the Company, The May Department Stores
Company, a Delaware corporation (the "Guarantor") and Bank One
Trust Company, National Association (successor in interest to The
First National Bank of Chicago), as Trustee (herein called the
"Trustee", which term includes any successor trustee under the
Indenture), which provides for the issuance by the Company from
time to time of debt securities of the Company (herein called the
"Debt Securities") in one or more series, to which Indenture and
all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the
Holders of the Debentures and of the terms upon which the
Debentures are, and are to be, authenticated and delivered. This
Debenture is one of the series designated on the face hereof,
initially limited in aggregate principal amount to $225,000,000.
This Debenture will be redeemable, in whole or from time to
time in part, at the option of the Company on any date (a
"Redemption Date"), at a redemption price equal to the greater of
(1) 100 percent of the principal amount of the Debentures to be
redeemed and (2) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (exclusive of
interest accrued to that Redemption Date) discounted to that
Redemption Date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 25
basis points, plus, in either case, accrued and unpaid interest on
the principal amount being redeemed to that Redemption Date;
provided that installments of interest on the Debentures which are
due and payable on an interest payment date falling on or prior to
the relevant Redemption Date shall be payable to the holders of
those Debentures, registered as such at the close of business on
the relevant record date according to their terms and the
provisions of the Indenture.
"Treasury Rate" means, with respect to any Redemption Date for
the Debentures, (1) the yield, under the heading which represents
the average for the immediately preceding week, appearing in the
most recently published statistical release designated "H.15(519)"
or any successor publication which is published weekly by the Board
of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption "Treasury Constant
Maturities," for the maturity corresponding to the Comparable
Treasury Issue (if no maturity is within three months before or
after the Maturity Date, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue shall
be determined and the Treasury Rate shall be interpolated or
extrapolated from those yields on a straight line basis, rounding
to the nearest month) or (2) if that release (or any successor
release) is not published during the week preceding the calculation
date or does not contain those yields, the rate per annum equal to
the semi-annual equivalent yield to maturity the Comparable
Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for that Redemption Date.
The Treasury Rate shall be calculated on the third Business Day
preceding the Redemption Date.
"Comparable Treasury Issue" means the United States Treasury
security selected by the Independent Investment Banker as having a
maturity comparable to the remaining term of the Debentures to be
redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues
of corporate debt securities of comparable maturity to the
remaining term of the Debentures.
"Independent Investment Banker" means Morgan Stanley & Co.
Incorporated or, if that firm is unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking
institution of national standing appointed by the Trustee after
consultation with the Company.
"Comparable Treasury Price" means with respect to any
Redemption Date for the Debentures (1) the average of five
Reference Treasury Dealer Quotations for that Redemption Date,
after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (2) if the Trustee obtains fewer than five
such Reference Treasury Dealer Quotations, the average of all such
quotations.
"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, Banc of America Securities LLC, Lehman Brothers Inc.
and Salomon Smith Barney Inc., and their respective successors,
provided, however, that if any of the foregoing shall cease to be
a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor
another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means with respect to
each Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the
Trustee by that Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding that Redemption
Date.
Notice of any redemption by the Company will be mailed at
least 30 days but not more than 60 days before any Redemption Date
to each holder of the Debentures to be redeemed. If less than all
the Debentures are to be redeemed at the Company's option, the
Trustee shall select, in such manner as it shall deem fair and
appropriate, the Debentures to be redeemed in whole or in part.
If an Event of Default with respect to the Debentures shall
occur and be continuing, the principal amount of the Debentures may
be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the
Debentures under the Indenture and the waiver of compliance by the
Company with certain provisions of the Indenture at any time with
the consent of the Holders of a majority in aggregate principal
amount of the Debt Securities at the time Outstanding (or, in case
less than all of the several series of Debt Securities then
Outstanding are affected, of the Holders of a majority in principal
amount of the Debt Securities at the time Outstanding of each
affected series). The Indenture also permits the Holders of a
majority in principal amount of the Debentures at the time
Outstanding, on behalf of the Holders of all the Debentures, to
waive certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this
Debenture shall be conclusive and binding upon such Holder and upon
all future Holders of this Debenture and of any Debenture issued
upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver
is made upon this Debenture.
The Indenture contains provisions for defeasance at any time
of (1) the entire indebtedness of the Debentures and (2) certain
restrictive covenants and certain Events of Default applicable to
the Debentures, upon compliance by the Company with certain
conditions set forth in the Indenture and in an Officers'
Certificate issued pursuant to the Indenture.
As provided in and subject to the provisions of the Indenture,
any Holder of these Debentures shall not have the right to
institute any proceeding, judicial or otherwise, with respect to
the Indenture or for the appointment of a receiver or trustee or
for any other remedy hereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event
of Default with respect to the Debentures, the Holders of not less
than 25% in principal amount of the Debentures at the time
outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as
trustee and offered the Trustee reasonable indemnity and the
Trustee shall not have received from the Holders of a majority in
principal amount of the Debentures at the time outstanding a
direction inconsistent with such request and shall have failed to
institute any such proceedings, for 60 days after receipt of such
notice, request and offer of indemnity.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Debenture at the times, place and
rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Debenture is
registrable in the Debenture Register, upon surrender of this
Debenture for registration of transfer at the office or agency of
the Company maintained for that purpose in The City of New York,
New York, or at any other office or agency designated for that
purpose by the Company pursuant to the Indenture, duly endorsed by,
or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Debenture Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Debentures, of authorized
denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Debentures are issuable only in registered form without
coupons in denominations of $1,000 and any multiple thereof. As
provided in the Indenture and subject to certain limitations
therein set forth, the Debentures are exchangeable for a like
aggregate principal amount of Debentures of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Debenture for registration of
transfer, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name this Debenture is
registered as the owner hereof for all purposes, whether or not
this Debenture be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
All terms used in this Debenture which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
GUARANTEE
For good and valuable consideration, receipt of which is
acknowledged, and intending to be legally bound, the Guarantor
hereby unconditionally guarantees the due and punctual payment of
the principal of, sinking fund payment, if any, premium, if any,
and interest on, and any Redemption Price with respect to this
Debenture, when and as the same shall become due and payable,
whether at maturity, upon acceleration or redemption or otherwise,
in accordance with the terms of this Debenture and the Indenture.
THE MAY DEPARTMENT STORES COMPANY
a Delaware corporation
[Seal]
By: _______________________________
Richard A. Brickson
Secretary
Attest: ____________________________
Linda J. Balicki
Assistant Secretary
(FORM OF ASSIGNMENT)
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Debenture, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ______(Cust) Custodian ______(Minor)
under Uniform Gifts to Minors Act ___________________ (State)
Additional abbreviations may also be used though not in the above
list.
ASSIGNMENT
FOR VALUE RECEIVED ___________________________ hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(Please Print or Typewrite Name and Address of Assignee)
the within Debenture and all rights thereunder, hereby irrevocably
constituting and appointing
_____________________________________________ Attorney to transfer
said Debenture on the books of the Company, with full power of
substitution in the premises.
Dated:
_________________________________
Notice: The signature to this assignment must correspond with the
name as written upon the face of this Debenture in every
particular, without alteration or enlargement or any change
whatever.
Signature Guaranteed:
_________________________________________________
Notice: Signature(s) must be guaranteed by an "eligible guarantor
institution" that is a member or participant in a "signature
guarantee program" (e.g., the Securities Transfer Agents Medallion
Program, the Stock Exchange Medallion Program or the New York Stock
Exchange, Inc. Medallion Signature Program).