SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal quarter ended
October 28, 1995.
FEDERATED DEPARTMENT STORES, INC.
151 West 34th Street
New York, New York 10001
(212) 695-4400
and
7 West Seventh St.
Cincinnati, Ohio 45202
(513) 579-7000
Delaware 1-13536 13-3324058
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification Number)
The Registrant has filed all reports required to be filed by
Section 12, 13 or 15 (d) of the Act during the preceding 12
months and has been subject to such filing requirements for the
past 90 days.
202,595,362 shares of the Registrant's Common Stock, $.01 par
value, were outstanding as of November 25, 1995.
PART I -- FINANCIAL INFORMATION
FEDERATED DEPARTMENT STORES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(THOUSANDS, EXCEPT PER SHARE FIGURES)
13 Weeks Ended 39 Weeks Ended
October 28, October 29, October 28, October 29,
1995 1994 1995 1994
Net Sales, including leased
department sales $3,748,369 $1,926,811 $9,783,624 $5,176,542
Cost of sales 2,328,577 1,185,926 6,015,413 3,169,401
Selling, general and
administrative expenses 1,275,680 611,563 3,413,526 1,688,442
Business integration and
consolidation expenses 39,134 - 211,479 27,005
Charitable contribution to
Federated Department Stores
Foundation - - 25,581 -
Operating Income 104,978 129,322 117,625 291,694
Interest expense (142,217) (61,897) (365,775) (177,578)
Interest income 11,928 10,911 34,718 32,555
Income (Loss) Before Income
Taxes (25,311) 78,336 (213,432) 146,671
Federal, state and local
income tax benefit
(expense) (21,084) (33,993) 43,112 (66,334)
Net Income (Loss) $ (46,395) $ 44,343 $ (170,320) $ 80,337
Earnings (Loss) per Share $ (.24) $ .35 $ (.91) $ .63
Average Number of Shares
Outstanding 197,017 126,600 187,508 126,545
The accompanying notes are an integral part of these unaudited
Consolidated Financial Statements.
FEDERATED DEPARTMENT STORES, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(THOUSANDS)
October 28, January 28, October 29,
1995 1995 1994
ASSETS:
Current Assets:
Cash $ 158,027 $ 206,490 $ 125,924
Accounts receivable 2,780,861 2,265,651 1,986,023
Merchandise inventories 3,905,535 2,380,621 1,730,602
Supplies and prepaid expenses 120,191 99,559 52,121
Deferred income tax assets 177,596 135,405 83,182
Total Current Assets 7,142,210 5,087,726 3,977,852
Property and Equipment - net 6,220,895 5,349,912 2,663,954
Intangible Assets - net 1,160,661 1,006,547 323,648
Notes Receivable 407,209 408,134 408,141
Other Assets 423,227 424,671 795,710
Total Assets $15,354,202 $12,276,990 $8,169,305
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
Short-term debt $ 941,375 $ 463,042 $ 441,621
Accounts payable and accrued
liabilities 2,909,517 2,183,711 1,512,227
Income taxes 31,449 65,319 95,968
Total Current Liabilities 3,882,341 2,712,072 2,049,816
Long-Term Debt 5,943,473 4,529,220 2,723,777
Deferred Income Taxes 911,525 890,729 802,346
Other Liabilities 593,023 505,359 228,845
Shareholders' Equity 4,023,840 3,639,610 2,364,521
Total Liabilities and
Shareholders' Equity $15,354,202 $12,276,990 $8,169,305
The accompanying notes are an integral part of these unaudited
Consolidated Financial Statements.
FEDERATED DEPARTMENT STORES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(THOUSANDS)
39 Weeks Ended 39 Weeks Ended
October 28, 1995 October 29, 1994
Cash flows from operating activities:
Net income (loss) $ (170,320) $ 80,337
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization of property
and equipment 326,341 169,701
Amortization of intangible assets 34,811 14,072
Amortization of financing costs 15,428 8,052
Amortization of original issue discount 1,090 13,352
Amortization of unearned restricted stock 3,726 1,554
Changes in assets and liabilities:
(Increase) decrease in accounts receivable 44,729 (175,861)
Increase in merchandise inventories (1,169,834) (514,834)
Increase in supplies and prepaid expenses (11,014) (3,878)
Decrease in other assets not separately
identified 24,125 12,556
Increase in accounts payable and accrued
liabilities not separately identified 444,013 266,906
Decrease in current income taxes (34,694) (7,338)
Increase (decrease) in deferred income taxes (50,352) 3,737
Increase in other liabilities not separately
identified 21,381 4,856
Net cash used by operating activities (520,570) (126,788)
Cash flows from investing activities:
Purchase of property and equipment (356,816) (202,683)
Disposition of property and equipment 23,842 1,748
Acquisition of company, net of cash acquired 15,901 (75,846)
Net cash used by investing activities (317,073) (276,781)
Cash flows from financing activities:
Debt issued 1,347,106 331,007
Financing costs (26,375) (6,587)
Debt repaid (546,675) (22,450)
Decrease in outstanding checks 4,544 709
Acquisition of treasury stock (388) (334)
Issuance of common stock 10,968 4,720
Net cash provided by financing activities 789,180 307,065
(Continued)
FEDERATED DEPARTMENT STORES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(THOUSANDS)
39 Weeks Ended 39 Weeks Ended
October 28, 1995 October 29, 1994
Net decrease in cash (48,463) (96,504)
Cash at beginning of period 206,490 222,428
Cash at end of period $ 158,027 $ 125,924
Supplemental cash flow information:
Interest paid $ 291,928 $ 144,081
Interest received 35,034 33,470
Income taxes paid (net of refunds received) 36,903 69,124
Schedule of noncash investing and financing
activities:
Capital lease obligations for new store
fixtures 2,818 6,666
Debt assumed in acquisition........... 1,267,074 40,000
Equity issued in acquisition 352,902 -
Debt and equity issued for purchase of debt 429,665 -
The accompanying notes are an integral part of these unaudited
Consolidated Financial Statements.
FEDERATED DEPARTMENT STORES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A description of the Company's significant accounting policies
is included in the Company's Annual Report on Form 10-K for
the fiscal year ended January 28, 1995 (the "1994 10-K"). The
accompanying Consolidated Financial Statements should be read
in conjunction with the Consolidated Financial Statements and
notes thereto in the 1994 10-K.
Because of the seasonal nature of the general merchandising
business, the results of operations for the 13 and 39 weeks
ended October 28, 1995 and October 29, 1994 (which do not
include the Christmas season) are not indicative of such
results for the fiscal year.
The Consolidated Financial Statements for the 13 and 39 weeks
ended October 28, 1995 and October 29, 1994, in the opinion of
management, include all adjustments (consisting only of normal
recurring adjustments) considered necessary to present fairly,
in all material respects, the consolidated financial position
and results of operations of the Company and its subsidiaries.
Certain reclassifications were made to prior years' amounts to
conform with the classifications of such amounts for the
current period.
2. ACQUISITION OF COMPANIES
In the 13 weeks ended October 28, 1995, the Company completed
its acquisition of Broadway Stores, Inc. ("Broadway") pursuant
to an Agreement and Plan of Merger dated August 14, 1995. The
total purchase price of the Broadway acquisition was
approximately $1,620.0 million, consisting of (i) 12.6 million
shares of common stock and options to purchase an additional
1.5 million shares of common stock valued at $352.9 million
and (ii) $1,267.1 million of Broadway debt. In addition, a
wholly owned subsidiary of the Company purchased $422.3
million of mortgage indebtedness of Broadway for 6.8 million
shares of common stock of the Company and a $242.3 million
promissory note.
The Broadway acquisition was accounted for under the purchase
method and, accordingly, the results of operations of Broadway
have been included in the Company's results of operations
since July 29, 1995 and the purchase price has been allocated
to Broadway's assets and liabilities based on their estimated
fair values as of that date. Based upon management's initial
estimates, the excess of cost over net assets acquired is
approximately $186.2 million.
The Company is in the process of formulating and implementing
a strategy to integrate Broadway's operations with the
Company's other operations. Although a majority of Broadway's
stores will be converted to other nameplates of the Company in
fiscal 1996, it is also anticipated that certain Broadway
stores will be disposed of during fiscal 1996 and beyond. (As
of the date of this report, the Company had entered into a
definitive agreement to sell nine stores, had identified 10
additional stores to be sold, and had yet to make a
determination with respect to certain other stores.)
Accordingly, the allocation of the purchase price to the
property and equipment acquired has yet to
FEDERATED DEPARTMENT STORES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
be determined, and the Company is presently unable to
determine the amount of one-time costs that will ultimately be
incurred in connection with the Broadway acquisition. The
Company has recorded an accrued severance liability in the
amount of $27.0 million as an adjustment to the purchase price
allocation for the recognition of certain estimated
involuntary termination benefits.
On December 19, 1994, the Company acquired R. H. Macy & Co.,
Inc. ("Macy's") pursuant to a Plan of Reorganization (the
"Macy's POR") of Macy's and substantially all of its
subsidiaries (collectively, the "Macy's Debtors"). Pursuant
to the Macy's POR, among other transactions, Macy's merged
with the Company, which became responsible for making
distributions of cash and debt and equity securities pursuant
to the Macy's POR. The total purchase price of the Macy's
acquisition was approximately $3,815.9 million and consisted
of the following:
(millions)
Cash payments and transaction costs $ 830.4
Assumption of merger-related liabilities 192.5
Issuance, reinstatement or assumption of debt 1,182.4
Issuance of 55.6 million shares of common stock 1,047.6
Issuance of warrants to purchase 18.0 million
shares of common stock 118.4
Net cost of the initial investment 444.6
$3,815.9
The Macy's acquisition was accounted for under the purchase
method and, accordingly, the results of operations of Macy's
have been included in the Company's results of operations
since the date of acquisition and the purchase price has been
allocated to Macy's assets and liabilities based on their
estimated fair values at the date of acquisition. Including
certain adjustments recorded in the 39 weeks ended October 28,
1995 to the assets and liabilities acquired, the excess of
cost over net assets acquired was approximately $311.2
million.
The following unaudited pro forma condensed statements of
operations give effect to the Broadway and Macy's acquisitions
and related financing transactions as if such transactions had
occurred at the beginning of each period presented.
39 Weeks Ended 13 Weeks Ended 39 Weeks Ended
October 28, 1995 October 29, 1994 October 29, 1994
(millions, except per share figures)
Net sales $ 10,668.2 $ 3,873.7 $ 10,746.7
Net loss (220.4) (57.2) (99.0)
Loss per share (1.09) (.28) (.49)
FEDERATED DEPARTMENT STORES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
The foregoing unaudited pro forma condensed statements of
operations give effect to, among other pro forma adjustments,
the following:
(i) Interest expense on debt incurred to finance the
acquisitions, the reversal of certain of Macy's and Broadway's
historical interest expenses and the reversal of the Company's
historical interest expense on certain indebtedness redeemed in
connection with the acquisitions;
(ii) Amortization of deferred debt expense related to debt
incurred to finance the acquisitions;
(iii) Amortization, over 20 years, of the excess of cost over
net assets acquired, and amortization, over 40 years, of
tradenames acquired;
(iv) Depreciation and amortization adjustments related to the
fair market value of assets acquired;
(v) Adjustments to income tax expense related to the above; and
(vi) Adjustments for shares issued.
The foregoing unaudited pro forma information is provided for
illustrative purposes only and does not purport to be
indicative of results that actually would have been achieved
had the acquisitions been consummated on the first day of the
periods presented or of future results.
3. BUSINESS INTEGRATION AND CONSOLIDATION EXPENSES
During the 39 weeks ended October 28, 1995, the Company
recorded $211.5 million of business integration and
consolidation expenses associated with the integration of
Macy's and Broadway into the Company ($171.4 million and $7.3
million, respectively) and the consolidation of the Company's
Rich's/Goldsmith's and Lazarus divisions ($32.8 million). The
primary components of the Macy's integration expenses were
$68.1 million of inventory valuation adjustments to
merchandise in lines of business which the Company, subsequent
to the acquisition, eliminated or replaced, $25.4 million
of costs to close and sell certain stores and to convert a
number of stores to other nameplates, $25.8 million of
severance costs and $52.1 million of other costs and expenses
associated with integrating Macy's into the Company. Of the
$32.8 million of expenses associated with the divisional
consolidation referred to above, $22.5 million relates to
inventory valuation adjustments to merchandise of the affected
divisions in lines of business which were eliminated or
replaced as a result of the consolidation.
During the 39 weeks ended October 29, 1994, the Company
recorded $27.0 million of business integration and
consolidation expenses for the integration of the facilities,
and the merchandising and operating functions, of ten
department stores acquired in May 1994 into the Company's
Lazarus division.
The Company's accrued severance liability related to business
integration and consolidation expenses of $26.1 million at
January 28, 1995 was paid out during the 39 weeks ended
October 28, 1995.
FEDERATED DEPARTMENT STORES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company acquired Macy's on December 19, 1994, and effected
other acquisitions (and dispositions) during its 1994 fiscal
year. Additionally, in the 13 weeks ended October 28, 1995,
the Company acquired Broadway and recorded the acquisition as
of July 29, 1995. Under the purchase method of accounting, the
assets, liabilities and results of operations associated with
such acquisitions have been included in the Company's
financial position and results of operations since the
respective dates of acquisition. Accordingly, the financial
position and results of operations of the Company presented
and discussed herein are generally not directly comparable
between the periods presented.
RESULTS OF OPERATIONS
COMPARISON OF THE 13 WEEKS ENDED OCTOBER 28, 1995 AND OCTOBER 29, 1994
For purposes of the following discussion, all references to
"third quarter of 1995" and "third quarter of 1994" are to the
Company's 13-week fiscal periods ended October 28, 1995 and
October 29, 1994, respectively.
Net sales for the third quarter of 1995 totaled $3,748.4
million, compared to net sales of $1,926.8 million for the
third quarter of 1994, an increase of 94.5%. Since the end of
the third quarter of 1994, the Company added 215 department
stores (82 through the Broadway acquisition and 121 through
the Macy's acquisition) and more than 150 specialty and
clearance stores, and closed nine department stores.
Comparable store sales for the third quarter of 1995 increased
1.5% over the third quarter of 1994, including sales of the
Macy's stores that were open throughout both such quarters.
Net sales for the third quarter of 1995 include $414.8 million
of Broadway sales.
Cost of sales was 62.1% as a percent of net sales for the
third quarter of 1995 compared to 61.6% for the third quarter
of 1994. Cost of sales was negatively impacted by greater
markdowns at stores added through the Broadway acquisition.
Excluding these stores, cost of sales would have been 61.2% as
a percent net sales for the third quarter of 1995. Cost of
sales includes no charge in the third quarter of 1995 compared
to a charge of $3.4 million in the third quarter of 1994
resulting from the valuation of merchandise inventory on the
last-in, first-out basis.
Selling, general and administrative expenses were 34.0% as a
percent of net sales for the third quarter of 1995 compared to
31.7% for the third quarter of 1994. Because the credit card
programs relating to Macy's are owned by a third party,
revenue from credit operations decreased as a percentage of
sales. Because selling, general and administrative expenses
are reported net of revenue from credit operations, such
decrease was the major factor contributing to the increase in
the selling, general and administrative expense rate. The
Broadway acquisition also negatively impacted selling general
and administrative expenses. Excluding Broadway, selling,
general and administrative expenses would have been 33.2% as a
percent of net sales for the third quarter of 1995.
FEDERATED DEPARTMENT STORES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Business integration and consolidation expenses for the third
quarter of 1995 consist of $26.2 million associated with
integration of Macy's into the Company, $5.6 million related
to the consolidation of the Company's Rich's/Goldsmith's and
Lazarus divisions and $7.3 million related to the integration
of Broadway into the Company. During the remainder of fiscal
1995, the Company expects to incur approximately $45.0 million
of additional business integration and consolidation expenses
as a result of the Macy's acquisition and the divisional
consolidation referred to above. The Company also expects to
incur a presently indeterminable amount of additional business
integration and consolidation expenses in the remainder of
fiscal 1995 and in fiscal 1996 as a result of the Broadway
acquisition.
Net interest expense was $130.3 million for the third quarter
of 1995, compared to $51.0 million for the third quarter of
1994. The higher interest expense for the third quarter of
1995 is principally due to the higher levels of borrowings
resulting from the Macy's and Broadway acquisitions.
The Company's effective income tax rate for the third quarter
of 1995 differs from the federal income tax statutory rate of
35% principally because of permanent differences arising from
the non-deductibility of approximately $65.0 million of pre-
tax losses of Broadway and the amortization of intangible
assets and the effect of state and local income taxes.
COMPARISON OF THE 39 WEEKS ENDED OCTOBER 28, 1995 AND OCTOBER 29, 1994
For purposes of the following discussion, all references to
"1995" and "1994" are to the Company's 39 week fiscal periods
ended October 28, 1995 and October 29, 1994, respectively.
Net sales for 1995 were $9,783.6 million compared to $5,176.5
million for 1994, an increase of 89.0%. On a comparable store
basis, net sales increased 2.9%, including sales of the Macy's
stores that were open throughout both periods. Net sales for
1995 include $414.8 million of Broadway sales.
Cost of sales was 61.5% as a percent of net sales for 1995
compared to 61.3% for 1994. Cost of sales includes charges of
$1.8 million in 1995 compared to $9.2 million in 1994
resulting from the valuation of merchandise inventory on the
last-in, first-out basis. Excluding Broadway stores, cost of
sales would have been 61.1% as a percent of net sales for
1995.
Selling, general and administrative expenses were 34.9% as a
percent of net sales for 1995 compared to 32.6% for 1994.
Because the credit card programs relating to the acquired
Macy's divisions are owned by a third party, revenue from
credit operations decreased as a percentage of sales. Because
selling, general and administrative expenses are reported net
of revenue from credit operations, such decrease was the major
factor contributing to the increase in the selling, general
and administrative expense rate. Excluding Broadway, selling,
general and administrative expenses would have been 34.7% as a
percent of net sales for 1995.
FEDERATED DEPARTMENT STORES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Business integration and consolidation expenses for 1995
consist of $171.4 million associated with the integration of
Macy's into the Company, $32.8 million related to the
consolidation of the Company's Rich's/Goldsmith's and Lazarus
divisions and $7.3 million related to the integration of
Broadway into the Company. During the remainder of fiscal
1995, the Company expects to incur approximately $45.0 million
of additional business integration and consolidation expenses
as a result of the Macy's acquisition and the divisional
consolidation referred to above. The Company also expects to
incur a presently indeterminable amount of additional business
integration and consolidation expenses in the remainder of
fiscal 1995 and in fiscal 1996 as a result of the Broadway
acquisition.
Net interest expense was $331.1 million for 1995 compared to
$145.0 million for 1994. The higher interest expense for
1995 is principally due to higher levels of borrowing
resulting from the Macy's and Broadway acquisitions.
The Company's effective income tax rate of 20.2% for 1995
differs from the federal income tax statutory rate of 35.0%
principally because of permanent differences arising from the
non-deductibility of approximately $65.0 million of pre-tax
losses of Broadway and the amortization of intangible assets
and the effect of state and local income taxes.
LIQUIDITY AND CAPITAL RESOURCES
For purposes of the following discussion, all references to
"1995" and "1994" are to the Company's 39 week fiscal periods
ended October 28, 1995 and October 29, 1994, respectively.
The Company's principal sources of liquidity are cash from
operations, cash on hand and available credit facilities. The
net decrease in cash in 1995 was $48.5 million compared to a
net decrease in 1994 of $96.5 million.
Net cash used by operating activities in 1995 increased $393.8
million compared to net cash used by operating activities in
1994. The most significant factors contributing to this
increased use of cash were greater increases in merchandise
inventories and lower net income in 1995, principally due to
the Macy's acquisition, partially offset by a decrease in
accounts receivable balances during 1995 (as compared to an
increase in 1994).
Net cash used in investing activities was $317.1 million in
1995. Capital expenditures for property and equipment were
$356.8 million. The Company opened nine department stores and
closed five department stores in 1995. The Company added
$15.9 million in cash as a result of the acquisition of
Broadway. The total purchase price for Broadway, consisting
solely of non-cash items, was $1,620.0 million.
FEDERATED DEPARTMENT STORES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Net cash provided by the Company for all financing activities
was $789.2 million for 1995. During 1995, the Company sold
$597.1 million of receivables backed certificates, $400.0
million of 8-1/8% Senior Notes due 2002 and $350.0 million of
5.0% Convertible Subordinated Notes due 2003. During 1995,
the Company repaid all $307.4 million of its Senior
Convertible Discount Notes due 2004, $126.0 million of short-
term debt ($76.1 million under Broadway's working capital and
receivables financing facilities and $49.9 million under the
Company's bank credit facility and commercial paper program)
and $113.3 million of other debt, consisting primarily of the
Company's subsidiary trade obligations. Additionally, on
December 11, 1995, the Company repurchased for cash $142.0
million of Broadway's 6-1/4% Convertible Senior Subordinated
Notes Due 2000.
Management believes the department store industry will
continue to consolidate. Accordingly, the Company intends
from time to time to consider additional acquisitions of
department store assets and companies.
Management of the Company believes that, with respect to its
current operations, cash on hand and funds from operations,
together with its credit facilities, will be sufficient to
cover its reasonably foreseeable working capital, capital
expenditure and debt service requirements. Acquisition
transactions, if any, are expected to be financed through a
combination of cash on hand and from operations and the
possible issuance from time to time of long-term debt or other
securities. Depending upon conditions in the capital markets
and other factors, the Company will from time to time consider
other possible capital markets transactions to reduce its cost
of capital, including the refinancing of indebtedness.
PART II - - OTHER INFORMATION
FEDERATED DEPARTMENT STORES, INC.
ITEM 1. LEGAL PROCEEDINGS
The information regarding legal proceedings contained in
the Company's Quarterly Report on Form 10-Q for the period
ended July 29, 1995 covers events known to the Company and
occurring prior to September 5, 1995. The following is a
general description of certain developments in the legal
proceedings known to the Company that arose subsequent to
that date and prior to December 5, 1995.
CASH PAYMENT CLAIMS AGAINST MACY'S DEBTORS. As reported
in the 1994 10-K, certain claims or portions thereof
(collectively the "Cash Payment Claims") against the
Macy's Debtors which, to the extent allowed by the United
States Bankruptcy Court for the Southern District of New
York, will be paid in cash pursuant to the Macy's POR, are
currently disputed by the Company. As of December 5,
1995, the aggregate face amount of disputed Cash Payment
Claims was approximately $362.5 million, while the
estimated allowed amount thereof was approximately $242.5
million. Although there can be no assurance with respect
thereto, the Company believes that the actual allowed
amount of disputed Cash Payment Claims will not exceed the
estimated allowed amount thereof.
ACQUISITION OF BROADWAY
The Office of the Attorney General of the State of
California has advised the Company that it is reviewing
the competitive effects of the Company's consummated
acquisition of Broadway. The Company is cooperating with
the Office of the Attorney General in the review. There
can be no assurances as to the outcome of the review.
OTHER PROCEEDINGS. The Company and its subsidiaries are
also involved in various legal proceedings incidental to
the normal course of their business. Management does not
expect that any of such proceedings will have a material
adverse effect on the Company's consolidated financial
position or results of operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
4.1 Fourth Supplemental Indenture, dated as of September
27, 1995, between the Company and The First National
Bank of Boston, as Trustee (incorporated by reference
to Exhibit 4.2 of the Company's Registration
Statement on Form 8-A dated November 29, 1995)
4.2 Form of 5% Note due 2003 (included in Exhibit 4.1
hereto)
4.3 Fifth Supplemental Indenture, dated as of October 6,
1995, between the Company and State Street Bank and
Trust Company (successor to The First National Bank
of Boston), as Trustee (incorporated by reference to
Exhibit 2 of the Company's Registration Statement on
Form 8-A dated October 4, 1995)
PART II - - OTHER INFORMATION
FEDERATED DEPARTMENT STORES, INC.
4.4 Form of 8.125% Senior Note due 2002 (included in
Exhibit 4.3 hereto)
4.5 Warrant Agreement (incorporated by reference to
Exhibit 4.1 of Broadway's Annual Report on Form 10-K
(File No. 1-8765) for the fiscal year ended January
30, 1993 (the "Broadway 1992 10-K")
4.5.1Letter Agreement dated October 11, 1995,
between Broadway and The Bank of New York.
10.1 Note Amendment Agreement among Prudential, FNC II
and the Company, dated as of November 1, 1995
10.2 Amended and Restated Term Loan Agreement by and
among the Banks party thereto, Bank of America
National Trust and Savings Association as Agent for
Banks and Carter Hawley Hale Stores, Inc., dated as
of October 8, 1992 (incorporated by reference to
Exhibit 4.23 to the Broadway 1992 10-K / Amendment
No. 1)
10.2.1Master Capitalized Interest Note in favor of
Bank of America National Trust and Savings
Association as Agent for certain banks in the amount
of $10,750,830.46 dated as of October 8, 1992
(incorporated by reference to Exhibit 4.24 to the
Broadway 1992 10-K / Amendment No. 1)
10.2.2 Master Principal Note in favor of Bank of
America National Trust and Savings Association as
Agent for certain banks in the amount of
$89,662,700.00 dated as of October 8, 1992
(incorporated by reference to Exhibit 4.25 to the
Broadway 1992 10-K / Amendment No. 1)
10.2.3 First Amendment to Amended and Restated Term
Loan Agreement, dated as of October 11, 1995, by and
among Broadway, the Banks party thereto and Bank of
America National Trust and Savings Association, as
Agent for Banks
10.3 Receivables-Backed Credit Agreement among CHH
Receivables, Inc., Blue Hawk Funding Corporation and
General Electric Capital Corporation, as Agent
(incorporated by reference to Exhibit 10.1 to the
Broadway 1992 10-K)
10.3.1 Amendment No. 1 to Receivables-Backed Credit
Agreement, dated as of September 28, 1993, among CHH
Receivables, Inc., Blue Hawk Funding Corporation and
General Electric Capital Corporation, as Agent
(incorporated by reference to Exhibit 4.1 to
Broadway's Current Report on Form 8-K filed
September 13, 1994)
10.3.2 Amendment No. 2 to Receivables-Backed Credit
Agreement, dated as of September 13, 1994, among
Broadway Receivables, Inc., Blue Hawk Funding
Corporation and General Electric Capital Corporation
(incorporated by reference to Exhibit 4.2 to
Broadway's Current Report on Form 8-K filed
September 13, 1994)
PART II - - OTHER INFORMATION
FEDERATED DEPARTMENT STORES, INC.
10.3.3 Assignment and Security Agreement among CHH
Receivables, Inc., Blue Hawk Funding Corporation,
Cash Collateral Bank and General Electric Capital
Corporation, as Agent, Letter of Credit Agent,
Liquidity Agent and Collateral Agent (incorporated
by reference to Exhibit 10.2 to the Broadway 1992 10-
K)
10.3.4 Amended and Restated Assignment and Security
Agreement dated as of September 13, 1994 among
Broadway Receivables, Inc. and Blue Hawk Funding
Corporation (incorporated by reference to Exhibit
4.3 to Broadway's Current Report on Form 8-K filed
September 13, 1994)
10.3.5 Receivables Purchase Agreement among Carter
Hawley Hale Stores, Inc. and CHH Receivables, Inc.
(incorporated by reference to Exhibit 10.3 to the
Broadway 1992 10-K)
10.3.6 Amendment No. 1 to Receivables Purchase
Agreement, dated as of September 13, 1994 by and
between Broadway Receivables, Inc. and Broadway
Stores, Inc. (incorporated by reference to Exhibit
4.4 to Broadway's Form 8-K filed September 13, 1994)
10.3.7 Promissory Note made by CHH Receivables, Inc.
in favor of Blue Hawk Funding Corporation
(incorporated by reference to Exhibit 10.4 to the
Broadway 1992 10-K)
10.3.8 Letter of Credit Reimbursement Agreement among
CHH Receivables, Inc., Blue Hawk Funding
Corporation, and General Electric Capital
Corporation, as Letter of Credit Agent (incorporated
by reference to Exhibit 10.5 to the Broadway 1992 10-
K)
10.3.9 First Amendment, dated as of September 13,
1994, to the Letter of Credit Reimbursement
Agreement, dated as of October 8, 1992 among
Broadway Receivables, Inc., Blue Hawk Funding
Corporation, the financial institutions party
thereto and General Electric Capital Corporation
(incorporated by reference to Exhibit 4.6 to
Broadway's Current Report on Form 8-K filed
September 13, 1994)
10.3.10 Subordinated Retailer Security Agreement made
by Carter Hawley Hale Stores, Inc. in favor of CHH
Receivables, Inc. (incorporated by reference to
Exhibit 10.6 to the Broadway 1992 10-K)
10.4 Credit Agreement, dated as of October 8, 1992, among
Carter Hawley Hale Stores, Inc., Certain Commercial
Lending Institutions, and General Electric Capital
Corporation as the agent for lenders (incorporated
by reference to Exhibit 10.9 to the Broadway 1992 10-
K)
10.4.1 Form of Revolving Credit Note (incorporated by
reference to Exhibit 10.10 to the Broadway 1992 10-
K)
PART II - - OTHER INFORMATION
FEDERATED DEPARTMENT STORES, INC.
10.4.2 Pledge and Security Agreement made by Carter
Hawley Hale Stores, Inc. in favor of General
Electric Capital Corporation (incorporated by
reference to Exhibit 10.11 to the Broadway 1992 10-
K)
10.4.3 Trademark Security Agreement made by Carter
Hawley Hale Stores, Inc. in favor of General
Electric Capital Corporation (incorporated by
reference to Exhibit 10.12 to the Broadway 1992 10-
K)
10.4.4 Letter agreement dated as of April 29, 1993, by
and between General Electric Capital Corporation, as
agent and as a lender, and Carter Hawley Hale
Stores, Inc. (incorporated by reference to Exhibit
4.1 to Broadway's Quarterly Report on Form 10-Q for
the period ended May 1, 1993)
10.4.5 Second Amendment to Credit Agreement, dated as
of May 14, 1993, among Carter Hawley Hale Stores,
Inc., various financial institutions and General
Electric Capital Corporation, as agent for the
lenders (incorporated by reference to Exhibit 4.2 to
Broadway's Quarterly Report on Form 10-Q for the
period ended May 1, 1993)
10.4.6 Amended and Restated Second Amendment to Credit
Agreement, dated as of August 20, 1993, among Carter
Hawley Hale Stores, Inc., various financial
institutions and General Electric Capital
Corporation, as agent for the lenders (incorporated
by reference to Exhibit 4.1 to Broadway's Quarterly
Report on Form 10-Q for the period ended July 31,
1993)
10.4.7 Third Amendment to Credit Agreement, dated as
of September 30, 1993, among Carter Hawley Hale
Stores, Inc., various financial institutions and
General Electric Capital Corporation, as agent for
the lenders (incorporated by reference to Broadway's
Current Report on Form 8-K dated October 25, 1993)
10.4.8 Fourth Amendment to Credit Agreement, dated as
of October 31, 1993, among Carter Hawley Hale
Stores, Inc., various financial institutions and
General Electric Capital Corporation, as agent for
the lenders (incorporated by reference to Broadway's
Current Report on Form 8-K dated November 8, 1993)
10.4.9 Fifth Amendment to Credit Agreement, dated as
of December 10, 1993, among Carter Hawley Hale
Stores, Inc., various financial institutions and
General Electric Capital Corporation, as agent for
the lenders (incorporated by reference to Broadway's
Current Report Form 8-K dated December 21, 1993)
10.4.10 Sixth Amendment to Credit Agreement, dated as
of February 26, 1994, among Carter Hawley Hale
Stores, Inc., various financial institutions and
General Electric Capital Corporation, as agent for
the lenders (incorporated by reference to Broadway's
Current Report Form 8-K dated March 9, 1994)
PART II - - OTHER INFORMATION
FEDERATED DEPARTMENT STORES, INC.
10.4.11 Seventh Amendment to Credit Agreement, dated as
of September 13, 1994 among Broadway Stores, Inc., a
Delaware corporation previously known as Carter
Hawley Hale Stores, Inc., the financial institutions
parties thereto and General Electric Capital
Corporation, a New York corporation, as agent for
the lenders (incorporated by reference to Exhibit
4.11 to Broadway's Form 8-K filed September 13,
1994)
10.4.12 Eighth Amendment to Credit Agreement, dated as
of March 3, 1995 among Broadway Stores, Inc., a
Delaware corporation previously known as Carter
Hawley Hale Stores, Inc., the financial institutions
parties thereto and General Electric Capital
Corporation, a New York corporation, as agent for
the lender (incorporated by reference to Exhibit 4.1
of Broadway's Current Report on Form 8-K filed on
March 6, 1995)
10.4.13 Ninth Amendment to Credit Agreement, dated as
of June 28, 1995, among Broadway Stores, Inc., a
Delaware corporation previously known as Carter
Hawley Hale Stores, Inc., the financial institutions
parties thereto and General Electric Capital
Corporation, a New York corporation, as agent for
the lenders (incorporated by reference to Broadway's
Current Report on Form 8-K dated June 29, 1995)
10.4.14 Tenth Amendment to Credit Agreement, dated as
of August 17, 1995, among Broadway Stores, Inc., a
Delaware corporation previously known as Carter
Hawley Hale Stores, Inc., the financial institutions
parties thereto and General Electric Capital
Corporation, a New York corporation, as agent for
the lenders (incorporated by reference to Exhibit
4.1 to Broadway's Current Report on Form 8-K dated
August 14, 1995, as amended on Form 8-K/A dated
August 14, 1995)
10.5 Amendment #2 and Waiver, dated as of August 30,
1995, to the Credit Agreement dated December 19,
1994 among the Company, the Lenders party thereto
and Citibank, N.A. as Administrative Agent and
Chemical Bank as Agent.
10.6 First Amendment to Loan Agreement, dated as of
December 6, 1995, among Lazarus PA, Inc., as
successor to Joseph Horne Co., Inc. and PNC Bank,
Ohio, National Association.
11 Statement re: computation of per share earnings
27 Financial Data Schedule
(b) Reports on Form 8-K
Current Report on Form 8-K, dated September 21, 1995
reporting matters under Item 5 thereof
Current Report on Form 8-K, dated September 22, 1995
reporting matters under Item 5 thereof
PART II - - OTHER INFORMATION
FEDERATED DEPARTMENT STORES, INC.
Current Report on Form 8-K, dated September 26, 1995
reporting matters under Item 5 thereof
Current Report on Form 8-K, dated September 27, 1995
reporting matters under Item 5 thereof
Current Report on Form 8-K, dated October 4, 1995
reporting matters under Item 5 thereof
Current Report on Form 8-K, dated October 11, 1995
reporting matters under Item 2 thereof.
FEDERATED DEPARTMENT STORES, INC.
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 thereunder duly authorized.
FEDERATED DEPARTMENT
STORES, INC.
Date December 12, 1995 /s/ Dennis J. Broderick
Dennis J. Broderick
Senior Vice President,
General Counsel and Secretary
/s/ John E. Brown
John E. Brown
Senior Vice President
and Controller
(Principal Accounting Officer)