Filed by The May Department Stores Company
Pursuant to Rule 425 under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: The May Department Stores Company
Commission File No. 1-79
The following letter was mailed to shareowners of The May Department Stores
Company who, as of June 24, 2005, had not yet submitted their proxy for the
2005 annual meeting:
MAY
The May Department Stores Company
YOUR VOTE IS IMPORTANT
PLEASE VOTE YOUR PROXY TODAY!
June 27, 2005
Dear Fellow Stockholders:
We have previously mailed to you proxy materials in connection with the
Annual Meeting of Stockholders of The May Department Stores Company scheduled
to be held on July 13, 2005. Your vote is requested for this important
meeting.
According to our latest records, we have not yet received your proxy
for this meeting. Your Board of Directors recommends that you vote "FOR" the
adoption of the merger agreement and the transactions contemplated by the
merger agreement, including the merger, and "FOR" the other annual meeting
proposals.
The proposed merger of Federated and May requires the approval of a
majority of the outstanding shares of May common stock and ESOP preference
shares, voting together as a single class. Accordingly, the vote of all
stockholders is important. If a May stockholder does not vote, it has the
same affect as voting against the merger agreement and the transactions
contemplated by the merger agreement, including the merger. Please act today
to vote your proxy!
Please submit your vote in this important matter regarding the future
of your investment - by voting by telephone, via the Internet, or by signing,
dating and returning the enclosed proxy or voting instruction form in the
postage-paid return envelope provided.
Thank you for your cooperation and continued support.
Sincerely,
/s/ John L. Dunham
John L. Dunham
Chairman, President and Chief Executive Officer
IMPORTANT RECENT DEVELOPMENT
Institutional Shareholder Services (ISS), a leading independent proxy
advisory firm that issues recommendations to institutional investors,
recommended that stockholders of The May Department Stores Company vote "FOR"
the merger proposal for the proposed merger with Federated Department Stores,
Inc.
In making its recommendation, ISS concluded that, "Based on our review of the
terms of the transaction ..., we believe that the merger agreement warrants
shareholder support."
ISS is a leading provider of proxy voting and corporate governance services.
3 EASY WAYS TO VOTE
Help your company avoid the expense of further solicitation by voting today.
You may use one of the following simple methods to vote your shares:
1. Vote by Telephone. Call the toll-free number listed for this purpose on
your proxy or voting instruction form. Have your control number listed on
the form ready and follow the simple instructions.
2. Vote by Internet. Go to the website listed on your proxy or voting
instruction form. Have your control number listed on the form ready and
follow the simple instructions.
3. Vote by Mail. Mark, sign, date and return your proxy or voting
instruction form in the postage-paid return envelope provided.
PLEASE ACT TODAY
YOUR VOTE IS
IMPORTANT
Please help your company save additional solicitation costs by signing,
dating and mailing your proxy or voting instruction form today. Remember, a
failure to vote is equivalent to a vote against the merger agreement.
Internet and telephone voting are also available. Please refer to your proxy
or voting instruction form for instructions. Street name shareholders: Your
broker or bank cannot vote your shares on the merger proposal unless it
receives your specific instructions. Please return your vote immediately.
If you have any questions or need assistance voting your shares, please call
D. F. King & Co., Inc., who is assisting May, toll-free at 1-888-605-1957.
Additional Information and Where to Find It
In connection with the proposed merger, Federated Department Stores, Inc.
("Federated") has filed a registration statement on Form S-4 with the
Securities and Exchange Commission (Registration No. 333- 123667), containing
a definitive joint proxy statement/prospectus. INVESTORS AND SECURITY HOLDERS
ARE ADVISED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE
IT CONTAINS IMPORTANT INFORMATION. Investors and security holders may obtain
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a free copy of the definitive joint proxy statement/prospectus 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.
This communication shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there by any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
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. Information regarding the officers and directors of May is
included in the joint proxy statement/prospectus. Information regarding the
officers and directors of Federated is included in the joint proxy
statement/prospectus. More detailed information regarding the identity of
potential participants, and their interests in the solicitation, is also
included in the joint proxy statement/prospectus.
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