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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(AMENDMENT NO. 1)
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
BROADWAY STORES, INC.
(Name of Issuer)
BROADWAY STORES, INC.
FEDERATED DEPARTMENT STORES, INC.
(Name of Person Filing Statement)
Series A Preferred Stock 111572 30 1
(Title of Class of Securities) (CUSIP Number of Class of Securities)
DENNIS J. BRODERICK, Esq.
Senior Vice President, General
Counsel and Secretary
Federated Department Stores, Inc.
7 West Seventh Street
Cincinnati, Ohio 45202
(513) 579-7000
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of the Persons Filing Statement)
Copies to:
MARK E. BETZEN, Esq.
Jones, Day, Reavis & Pogue
2300 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
(214) 220-3939
This statement is filed in connection with the filing of an information
statement subject to Regulation 14C under the Securities Exchange Act of 1934
Check the following box if the soliciting materials or information statement
referred to are preliminary copies: [ ]
Calculation of Filing Fee
Transaction valuation* Amount of Filing Fee
---------------------- --------------------
$378,000 $75.60
* The amount shown was estimated solely for purposes of calculating the filing
fee, based upon an assumed 756 shares (or 756,000 one one-thousandths of a
share) of Series A Preferred Stock outstanding and a merger price of $0.50
per one one-thousandth of a share.
[x] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2).
Amount Previously Paid: $45.36 Filing Parties: Broadway Stores, Inc. and
Form or Registration No.: Schedule 13E-3 Federated Department Stores, Inc.
Date Filed: February 20, 1996
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This Amendment No. 1 supplements and amends the Rule 13E-3 Transaction
Statement on Schedule 13E-3 (as amended, the "Statement") filed on February 20,
1996, by Broadway Stores, Inc., a Delaware corporation ("Broadway"), and
Federated Department Stores, Inc., a Delaware corporation ("Federated"), in
connection with the proposed merger (the "Merger") of a subsidiary ("Merger
Sub") of Federated with and into Broadway.
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the definitive
Schedule 14C Information Statement (the "Information Statement") filed by
Broadway with the Securities and Exchange Commission contemporaneously herewith
of the information required to be provided in response to the items of the
Statement. The information in the Information Statement, a copy of which is
attached hereto as Exhibit (d)(1), including all annexes thereto, is hereby
expressly incorporated herein by reference and the responses to each item in
the Statement are qualified in their entirety by the information contained in
the Information Statement.
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CROSS REFERENCE SHEET
Location in
Item in Schedule 13E-3 Information Statement
---------------------- ---------------------
Item 1(a) . . . . . . . . . . . . . . . . . . . . Cover Page; "Certain Information Concerning
Broadway -- General"
Item 1(b) . . . . . . . . . . . . . . . . . . . . Cover Page; "Introduction"; "Special Factors --
Terms of Broadway Preferred Stock"
Item 1(c) . . . . . . . . . . . . . . . . . . . . "Special Factors -- Absence of Organized Trading
Market"
Item 1(d) . . . . . . . . . . . . . . . . . . . . "Special Factors -- Terms of Broadway Preferred
Stock" and "-- Determinations by the Board; Fairness
of the Merger"
Item 1(e) . . . . . . . . . . . . . . . . . . . . *
Item 1(f) . . . . . . . . . . . . . . . . . . . . "Special Factors -- Background of the Merger"
Items 2(a)-(d) and (g) . . . . . . . . . . . . . Cover Page; "Certain Information Concerning Broadway
-- Directors and Executive Officers"; "Certain
Information Concerning Federated and Merger Sub --
Directors and Executive Officers"
Items 2(e)-(f) . . . . . . . . . . . . . . . . . *
Item 3(a)-(b) . . . . . . . . . . . . . . . . . . "Special Factors -- Background of the Merger"
Item 4(a) . . . . . . . . . . . . . . . . . . . . "The Merger"
Item 4(b) . . . . . . . . . . . . . . . . . . . . *
Items 5(a)-(g) . . . . . . . . . . . . . . . . . "Special Factors -- Certain Effects of the Merger"
and "-- Plans for Broadway After the Merger"
Item 6(a) . . . . . . . . . . . . . . . . . . . . "The Merger -- Source and Amount of Funds"
Item 6(b) . . . . . . . . . . . . . . . . . . . . "The Merger -- Certain Fees and Expenses"
Items 6(c)-(d) . . . . . . . . . . . . . . . . . *
Item 7(a) and (c) . . . . . . . . . . . . . . . . "Special Factors -- Purpose of the Merger"
Item 7(b) . . . . . . . . . . . . . . . . . . . . *
Item 7(d) . . . . . . . . . . . . . . . . . . . . "Special Factors -- Certain Effects of the Merger";
"The Merger -- Certain Federal Income Tax
Consequences"
Items 8(a)-(b) and (d) . . . . . . . . . . . . . "Special Factors -- Determinations by the Board;
Fairness of the Merger"
Item 8(c) . . . . . . . . . . . . . . . . . . . . "Introduction"
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Location in
Item in Schedule 13E-3 Information Statement
---------------------- ---------------------
Item 8(e) . . . . . . . . . . . . . . . . . . . . "Special Factors -- Interests of Certain Persons in
the Merger"
Item 8(f) . . . . . . . . . . . . . . . . . . . . *
Items 9(a)-(c) . . . . . . . . . . . . . . . . . "Special Factors -- Determinations by the Board;
Fairness of the Merger"
Item 10(a) . . . . . . . . . . . . . . . . . . . "Certain Information Concerning Broadway -- Security
Ownership of Certain Beneficial Owners"
Item 10(b) . . . . . . . . . . . . . . . . . . . *
Item 11 . . . . . . . . . . . . . . . . . . . . . "The Merger -- The Merger Agreement"
Items 12(a)-(b) . . . . . . . . . . . . . . . . . *
Item 13(a) . . . . . . . . . . . . . . . . . . . Cover Page; "The Merger -- Appraisal Rights of
Dissenting Stockholders"
Items 13(b)-(c) . . . . . . . . . . . . . . . . . *
Item 14(a) . . . . . . . . . . . . . . . . . . . "Certain Information Concerning Broadway -- Selected
Financial Information"
Item 14(b) . . . . . . . . . . . . . . . . . . . *
Items 15(a)-(b) . . . . . . . . . . . . . . . . . *
Item 16 . . . . . . . . . . . . . . . . . . . . . *
Items 17(a), (d), (e) and (f) . . . . . . . . . *
Item 17(b) . . . . . . . . . . . . . . . . . . . Annex II to the Information Statement
Item 17(c) . . . . . . . . . . . . . . . . . . . Annex III to the Information Statement
Item 17(e) . . . . . . . . . . . . . . . . . . . "The Merger -- Appraisal Rights of Dissenting
Stockholders"; Annex I to the Information Statement
* The Item is inapplicable or the answer thereto is in the negative.
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ITEM 1. ISSUER AND CLASS OF SECURITIES SUBJECT TO THE TRANSACTION.
(a) The name of the issuer is Broadway Stores, Inc. and its principal
executive office is located at 7 West Seventh Street, Cincinnati, Ohio 45202.
(b) The class of securities to which this Statement relates is
Broadway's Series A Preferred Stock, par value $0.01 per share. The
information set forth on the Cover Page of and in "Introduction" and "Special
Factors -- Terms of Broadway Preferred Stock" in the Information Statement is
incorporated herein by reference.
(c) The information set forth in "Special Factors -- Absence of
Organized Trading Market" in the Information Statement is incorporated herein
by reference.
(d) The information set forth in "Special Factors -- Terms of
Broadway Preferred Stock" and "Determinations by the Board; Fairness of the
Merger" in the Information Statement is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in "Special Factors -- Background of
the Merger" in the Information Statement is incorporated herein by reference.
Except as disclosed in the Information Statement, neither Broadway nor
Federated has made any purchases of Broadway Preferred Stock since January 30,
1994.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) The Statement is being filed by Broadway (the issuer
of the subject security) and Federated Department Stores, Inc. Broadway is a
subsidiary of Federated. Federated's principal executive offices are located
at 151 West 34th Street, New York, New York 10001 and at 7 West Seventh Street,
Cincinnati, Ohio 45202. The information set forth on the Cover Page of and in
"Certain Information Concerning Broadway -- Directors and Executive Officers"
and "Certain Information Concerning Federated and Merger Sub -- Directors and
Executive Officers" in the Information Statement is incorporated herein by
reference.
(e) and (f) None of Broadway, Federated, or, to the knowledge of
Broadway or Federated, the other persons with respect to whom information is
provided in response to Item 2 was during the last five years (i) convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining further violations of, or
prohibiting activities subject to, federal or state securities laws or finding
any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)-(b) The information set forth in "Special Factors -- Background
of the Merger" in the Information Statement is incorporated herein by
reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in "The Merger" in the Information
Statement is incorporated herein by reference.
(b) Not applicable.
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ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The information set forth in "Special Factors -- Certain
Effects of the Merger" and "-- Plans for Broadway After the Merger" in the
Information Statement is incorporated herein by reference. Except as disclosed
in the Information Statement, there are no plans or proposals of Broadway or
Federated regarding activities or transactions which are to occur after the
Merger that are required to be so disclosed.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in "The Merger -- Source and Amount of
Funds" in the Information Statement is incorporated herein by reference.
(b) The information set forth in "The Merger -- Certain Fees and
Expenses" in the Information Statement is incorporated herein by reference.
(c)-(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a) and (c) The information set forth in "Special Factors -- Purpose
of the Merger" in the Information Statement is incorporated herein by
reference.
(b) Not applicable.
(d) The information set forth in "Special Factors -- Certain Effects
of the Merger" and "The Merger -- Certain Federal Income Tax Consequences" in
the Information Statement is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) and (d) The information set forth in "Special Factors --
Determinations by the Board; Fairness of the Merger" in the Information
Statement is incorporated herein by reference.
(c) The information set forth in "Introduction" in the Information
Statement is incorporated herein by reference.
(e) The information set forth in "Special Factors -- Interests of
Certain Persons in the Merger" in the Information Statement is incorporated
herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth in "Special Factors --
Determinations by the Board; Fairness of the Merger" in the Information
Statement is incorporated herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in "Certain Information Concerning
Broadway -- Security Ownership of Certain Beneficial Owners" in the Information
Statement is incorporated herein by reference. Except as disclosed in the
Information Statement, none of Broadway, Federated, or, to the knowledge of
Broadway or Federated, any of the directors or executive officers of Broadway
or Federated or any employee benefit plan of Broadway or Federated beneficially
owns any securities of Broadway.
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(b) During the 60 days prior to the date of the Statement, there
have been no transactions in Broadway Preferred Stock effected by Broadway,
Federated, or to the knowledge of Broadway or Federated, any directors or
executive officers of Broadway or Federated, or any employee benefit plan of
Broadway or Federated.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth in "The Merger -- The Merger Agreement" in
the Information Statement is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD
TO THE TRANSACTION.
(a)-(b) Not applicable.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth on the Cover Page of and in "The Merger
- -- Appraisal Rights of Dissenting Stockholders" in the Information Statement is
incorporated herein by reference.
(b)-(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in "Certain Information Concerning
Broadway -- Selected Financial Information" in the Information Statement is
incorporated herein by reference. In addition, the following information is
incorporated herein by reference:
(1) Audited Financial Statements of Broadway set forth at pages 32
through 58 in Broadway's Annual Report on Form 10-K for the
fiscal year ended January 28, 1995, a copy of which is filed
as Exhibit (d)(4) hereto; and
(2) Unaudited Financial Statements of Broadway set forth at pages
2 through 7 in Broadway's Quarterly Report on Form 10-Q for
the fiscal quarter ended October 28, 1995, a copy of which is
filed as Exhibit (d)(5) hereto.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a)-(b) Not applicable.
ITEM 16. ADDITIONAL INFORMATION.
All of the information set forth in the Information Statement is
incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b) Opinion of Houlihan Lokey Howard & Zukin, Inc.
(incorporated by reference from Annex II to the Information
Statement filed as Exhibit (d)(1) hereto)
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(c)(1) Form of Agreement and Plan of Merger among Broadway,
Federated, and Merger Sub (incorporated by reference from
Annex III to the Information Statement filed as Exhibit (d)(1)
hereto).
(d)(1) Information Statement of Broadway (including Notice of Action
by Written Consent and Availability of Appraisal Rights and
Certain Other Matters).
(2) Letter of Transmittal.
(3) Guidelines for Certification of Taxpayer Identification Number
Substitute Form W-9.*
(4) Annual Report on Form 10-K for the fiscal year ended January
28, 1995 of Broadway (incorporated by reference).
(5) Quarterly Report on Form 10-Q for the fiscal quarter ended
October 28, 1995 of Broadway (incorporated by reference).
(e)(1) Statement Describing Appraisal Rights (incorporated by
reference from "The Merger -- Appraisal Rights of Dissenting
Stockholders" in, and Annex I to, the Information Statement
filed as Exhibit (d)(1) hereto is incorporated herein by
reference).
(f) Not applicable.
____________________
* Previously filed.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March 28, 1996 BROADWAY STORES, INC.
By: /s/ DENNIS J. BRODERICK
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Dennis J. Broderick,
Vice President
FEDERATED DEPARTMENT STORES, INC.
By: /s/ DENNIS J. BRODERICK
---------------------------------
Dennis J. Broderick,
Senior Vice President
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INDEX TO EXHIBITS
EXHIBITS
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99(b)(1) Opinion of Houlihan Lokey Howard & Zukin, Inc. (incorporated by reference
from Annex II to the Information Statement filed as Exhibit 99(d)(1) hereto)
99(c)(1) Form of Agreement and Plan of Merger among Broadway, Federated, and Merger
Sub (incorporated by reference from Annex III to the Preliminary Information
Statement filed as Exhibit 99(d)(1) hereto)
99(d)(1) Information Statement of Broadway (including Notice of Action
by Written Consent and Availability of Appraisal Rights and Certain Other
Matters)
99(d)(2) Letter of Transmittal
99(d)(3) Guidelines for Certification of Taxpayer Identification Number Substitute Form
W-9*
99(d)(4) Annual Report on Form 10-K for the fiscal year ended January 28, 1995 of
Broadway (incorporated by reference)
99(d)(5) Quarterly Report on Form 10-Q for the fiscal quarter ended October 28, 1995 of
Broadway (incorporated by reference)
99(d)(6) Statement Describing Appraisal Rights (incorporated by reference from "The
Merger -- Appraisal Rights of Dissenting Stockholders" in, and Annex I to, the
Information Statement filed as Exhibit 99(d)(1) hereto is incorporated
herein by reference)
____________________
* Previously filed.
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