UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report - March 2, 2005
Date of Earliest Event Reported - February 27, 2005
THE MAY DEPARTMENT STORES COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-79 43-1104396
(State or other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
611 Olive Street, St. Louis, Missouri 63101
Address of Principal Executive offices) (ZIP Code)
Registrant's telephone number, including area code: (314) 342-6300
Not applicable
(former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of
the following provisions (See General Instruction A.2. below):
[x] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[x] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.03. Material Modification to Rights of Security Holders.
In connection with the previously announced Agreement and Plan of Merger (the
"Merger Agreement"), dated February 27, 2005, by and among Federated Department
Stores, Inc., a Delaware corporation ("Federated"), Milan Acquisition Corp., a
Delaware corporation and a direct wholly owned subsidiary of Federated, and The
May Department Stores Company, a Delaware corporation ("May"), May has executed
an amendment (the "Amendment") to the Amended and Restated Rights Agreement
between May and The Bank of New York, as rights agent, dated as of August 31,
2004 (the "Rights Agreement"), in order to make the Rights Agreement
inapplicable to the Merger (as defined in the Merger Agreement) and to provide
for the termination of the Rights Agreement immediately prior to consummation
of the Merger. The Amendment provides, among other matters, that (i) neither
Federated nor any of its affiliates shall become an "Acquiring Person" under
the Rights Agreement and (ii) no Triggering Event shall be deemed to have
occurred, in each case solely as a result of the execution of, and/or the
consummation of the transactions contemplated by, the Merger Agreement.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the Amendment, which is filed as
Exhibit 4.1 hereto, and is incorporated into this report by reference.
* * *
Additional Information and Where to Find It
In connection with the proposed transaction, a registration statement,
including a proxy statement of May, and other materials will be filed with the
SEC. WE URGE INVESTORS TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT
AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors
will be able to obtain free copies of the registration statement and proxy
statement (when available) as well as other filed documents containing
information about May and Federated at http://www.sec.gov, the SEC's website.
Free copies of May's SEC filings are also available on May's website at
www.mayco.com, or by request to Corporate Communications, The May Department
Stores Company, 611 Olive Street, St. Louis, MO 63101-1799. Free copies of
Federated's SEC filings are also available on Federated's website at
www.fds.com/corporategovernance.
Participants in the Solicitation
May, Federated and their respective executive officers and directors may be
deemed, under SEC rules, to be participants in the solicitation of proxies from
May's or Federated's stockholders with respect to the proposed transaction.
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Information regarding the officers and directors of May is included in its
definitive proxy statement for its 2004 Annual Meetings filed with the SEC on
April 22, 2004. Information regarding the officers and directors of Federated
is included in its definitive proxy statement for its 2004 Annual Meetings
filed with the SEC on April 15, 2004. More detailed information regarding the
identity of potential participants, and their interests in the solicitation,
will be set forth in the registration statement and proxy statement and other
materials to be filed with the SEC in connection with the proposed transaction.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Exhibit
4.1 Amendment to Rights Agreement between The May Department Stores
Company and The Bank of New York, as rights agent, dated as of
February 27, 2005.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE MAY DEPARTMENT STORES COMPANY
Date: March 2, 2005 By: /s/ Richard A. Brickson
Name: Richard A. Brickson
Title: Secretary
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EXHIBIT INDEX
Exhibit Description
4.1 Amendment to Rights Agreement between The May Department Stores
Company and The Bank of New York, as rights agent, dated as of
February 27, 2005.
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Exhibit 4.1
AMENDMENT TO RIGHTS AGREEMENT
Amendment, dated as of February 27, 2005 (this "Amendment"), between THE
MAY DEPARTMENT STORES COMPANY, a Delaware corporation (the "Company"), and THE
BANK OF NEW YORK, a banking company organized under the laws of New York, as
Rights agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to an Amended and
Restated Rights Agreement, dated as of August 31, 2004 (the "Rights
Agreement");
WHEREAS, there is not as of the date hereof any Acquiring Person (as
defined in the Rights Agreement) and there has not been a Distribution Date
(as defined in the Rights Agreement); and
WHEREAS, the Company desires to amend the Rights Agreement in accordance
With Section 27 thereof;
NOW, THEREFORE, in consideration of the premises and mutual agreements set
forth in the Rights Agreement and this Amendment, the parties hereby agree as
follows:
Section 1. Defined Terms. Capitalized terms not otherwise defined herein
are used as defined in the Agreement and Plan of Merger, dated as of February
27, 2005, by and among Federated Department Stores, Inc., Milan Acquisition
Corp. and the Company.
Section 2. Amendment to Definition of "Acquiring Person." Section 1(a) of
the Rights Agreement is amended to add the following sentence after the last
sentence thereof: "Notwithstanding the foregoing, neither Federated Department
Stores, Inc. ("Parent") nor any of its Affiliates shall become an Acquiring
Person as a result of the execution of the Agreement and Plan of Merger, dated
as of February 27, 2005 by and among Parent, Milan Acquisition Corp. and the
Company (as the same may be amended from time to time, the "Merger Agreement"),
or consummation of the transactions contemplated thereby pursuant to the terms
of the Merger Agreement, as the case may be."
Section 3. Amendment to Definition of "Triggering Event." Section 1(n) of
the Rights Agreement is amended to add the following sentence after the last
sentence thereof: "Notwithstanding anything in this Agreement to the contrary,
a Triggering Event shall not be deemed to have occurred as a result of (i) the
consummation of the Merger (as defined in the Merger Agreement), (ii) the
execution of the Merger Agreement, or (iii) the consummation of the other
transactions contemplated in the Merger Agreement, or any of the foregoing in
combination."
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Section 4. Amendment to Section 7(a). Section 7(a) of the Rights
Agreement is amended by deleting the word "or" immediately preceding clause
(ii) and by deleting the words "(the earlier of (i) and (ii) being herein
referred to as the "Expiration Date")" at the end of clause (ii) and adding
the following, at the end of clause (ii): ", or (iii) immediately prior to the
Effective Time of the Merger (the earlier of (i), (ii) and (iii) being herein
referred to as the "Expiration Date"). For purposes of clause (iii) above,
"Effective Time of the Merger" shall mean such time as a certificate of merger
(the "Merger Certificate") is duly filed with the Secretary of State of the
State of Delaware pursuant to Section 1.3 of the Merger Agreement or at such
subsequent date or time as is specified in the Merger Certificate."
Section 5. Termination of Merger Agreement. If for any reason the Merger
Agreement is terminated and the Merger is abandoned, then this Amendment shall
be of no further force and effect and the Rights Agreement shall remain exactly
the same as it existed immediately prior to execution of this Amendment.
Section 6. Rights Agreement as Amended; Effectiveness. The term
"Agreement" as used in the Rights Agreement shall be deemed to refer to the
Rights Agreement as amended hereby. The foregoing amendments shall be
effective as of the date hereof and, except as set forth herein, the Rights
Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
Section 7. Counterparts. This Amendment may be executed in any number of
counterparts, and each of such counterparts shall for all purposes be deemed
an original, but all such counterparts shall together constitute but one and
the same instrument.
Section 8. Governing Law. This Amendment shall be deemed to be a contract
made under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such State applicable
to contracts made and to be performed entirely within such State.
Section 9. Descriptive Headings. Descriptive headings of the several
Sections of this Amendment are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
Attest: THE MAY DEPARTMENT STORES
COMPANY
/s/ Linda J. Balicki /s/ Richard A. Brickson
Name: Linda J. Balicki Name: Richard A. Brickson
Title: Assistant Secretary Title: Secretary
Attest: THE BANK OF NEW YORK
as Rights Agent
/s/ Christine Briggs /s/ Robert J. Rinaudo
Name: Christine Briggs Name: Robert J. Rinaudo
Title: Assistant Vice President Title: Assistant Vice President
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