FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 21, 1999 THE MAY DEPARTMENT STORES COMPANY (Exact name of Registrant as specified in its charter) Delaware I-79 43-1104396 (State or other (Commission (IRS Employer jurisdiction of File 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 Item 5. Other Events. On April 21, 1999, Registrant filed its Annual Report on Form 10-K for the Fiscal Year ended January 30, 1999. Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operation" incorporated by reference the "Management's Discussion and Analysis" section of Registrant's 1998 Annual Report to Shareowners. In this section, Registrant reflected that its bonds are rated single-A-1 by Moody's Investors Service, Inc. and single-A by Standard & Poor's Corporation and that its commercial paper is rated prime-1 by Moody's and single-A-1 by Standard & Poor's. In addition, May's bank credit agreement is rated at single-A-1 by Moody's. A security rating is not a recommendation to buy, sell or hold securities; it may be subject to revision or withdrawal at any time by the assigning rating organization; and each rating should be evaluated independently of any other rating. Based on information from Moody's Investors Service, Inc.: Bonds rated single-A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations: - Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment some time in the future; - Moody's applies numerical modifiers, 1, 2 and 3 in its single-A rating. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of the category. Issuers rated prime-1 have a superior ability for repayment of senior short-term debt obligations; repayment ability is often evidenced by many of the following characteristics: - Leading market positions in well-established industries; - High rates of return on funds employed; - Conservative capitalization structure with moderate reliance on debt and ample asset protection; - Broad margins in earnings coverage of fixed financial charges and high internal cash generation; and Page 2 - Well-established access to a range of financial markets and assured sources of alternate liquidity. Based on information from Standard & Poor's Corporation: An obligation rated "A" is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong. - The rating may be modified by the addition of a plus or minus sign to show relative standing within the category. A short-term obligation rated "A-1" is rated in the highest category by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitment on these obligations is extremely strong. Item 7. Financial Statements and Exhibits. (c) Exhibits. The following documents are filed as Exhibits. Exhibit No. Exhibit 28-1 Annual Report on Form 10-K for the Fiscal Year Ended January 30, 1999 (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the Fiscal Year Ended January 30, 1999, File No. 1-79, previously filed on April 21, 1999.) Page 3 SIGNATURE 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 Dated: April 21, 1999 By: /s/ Richard A. Brickson Richard A. Brickson Secretary and Senior Counsel Page 4 INDEX TO EXHIBITS Exhibit No. Exhibit 28-1 Annual Report on Form 10-K for the Fiscal Year Ended January 30, 1999 (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the Fiscal Year Ended January 30, 1999, File No. 1-79, previously filed on April 21, 1999.) Page 5