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LETTER OF TRANSMITTAL
FOR
CERTIFICATES REPRESENTING SHARES OF
SERIES A PREFERRED STOCK
OF
BROADWAY STORES, INC.
SURRENDERED IN EXCHANGE FOR CASH
IN CONNECTION WITH THE MERGER
OF
A SUBSIDIARY OF
FEDERATED DEPARTMENT STORES, INC.
WITH AND INTO
BROADWAY STORES, INC.
________________
THE PAYING AGENT IS:
THE BANK OF NEW YORK
FOR INFORMATION CALL:
(800) 507-9357
By Mail: By Hand or Overnight Courier:
The Bank of New York The Bank of New York
Tender and Exchange Department Tender and Exchange Department
P.O. Box 11248 101 Barclay Street
Church Street Station Receive and Deliver Window
New York, NY 10286-1248 New York, NY 10286
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DESCRIPTION OF CERTIFICATES SURRENDERED
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Number of One One-
Thousandths of a Share
Represented by
Certificate Certificate(s)
Name(s) and Address(es) of Registered Holder(s) Number(s) (Attach list, if
(Please fill in, if blank, exactly as name(s) (Attach list, if necessary)
appear(s) on certificate(s)) necessary) (See Instruction 10)
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Total Number of One One-
Thousandths of a Share:
(See Instruction 10)
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NOTE: SIGNATURES MUST BE PROVIDED BELOW.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS SET FORTH
IN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.
THE NAME(S) AND ADDRESS(ES) OF THE REGISTERED HOLDER(S) SHOULD BE
PRINTED ABOVE, IF THEY ARE NOT ALREADY PRINTED ABOVE, EXACTLY AS THEY APPEAR ON
THE CERTIFICATE(S) SURRENDERED HEREWITH. SEE INSTRUCTION 3.
PLEASE READ THE INSTRUCTIONS SET FORTH
IN THIS LETTER OF TRANSMITTAL CAREFULLY.
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Ladies and Gentlemen:
The undersigned hereby surrenders to The Bank of New York (the "Paying
Agent") the certificate or certificates listed above (the "Certificates")
representing outstanding shares (or fractions thereof) of Series A Preferred
Stock, par value $0.01 per share ("Broadway Preferred Stock"), of Broadway
Stores, Inc., a Delaware corporation ("Broadway"). The undersigned understands
that, if the proposed merger (the "Merger") of a wholly owned subsidiary of
Federated Department Stores, Inc. ("Federated") with and into Broadway is
consummated, shares (or fractions thereof) of Broadway Preferred Stock will be
converted into the right to receive $0.50 in cash per one one-thousandth of a
share (the "Merger Consideration") without interest thereon, on the terms and
subject to the conditions set forth in the Agreement and Plan of Merger, dated
as of March 20, 1996 (the "Merger Agreement"), among Broadway, Federated, and a
wholly owned subsidiary of Federated. The terms of the Merger are described in
the Information Statement dated March 28, 1996, receipt of which is hereby
acknowledged.
Effective as of the effective time of the Merger (the "Effective
Time"), the undersigned hereby irrevocably constitutes and appoints the Paying
Agent the true and lawful agent and attorney-in-fact of the undersigned
(acknowledging that the Paying Agent also acts as the agent of Federated) with
respect to the Certificates, with full power of substitution and resubstitution
(such power of attorney being deemed to be an irrevocable power coupled with an
interest) to deliver the Certificates, together with all accompanying evidences
of transfer and authenticity, to Broadway for cancellation upon receipt by the
Paying Agent, as the undersigned's agent, of the Merger Consideration therefor.
All authority conferred or agreed to be conferred in this Letter of Transmittal
and every obligation of the undersigned hereunder will be binding upon the
successors, assigns, heirs, executors, administrators, trustees in bankruptcy,
and legal representatives of the undersigned and will not be affected by, and
will survive, the death or incapacity of the undersigned. The undersigned
understands that, if the Merger is not consummated, the Paying Agent will
return the Certificates to the undersigned.
The undersigned hereby represents and warrants that the undersigned
has full power and authority to surrender the Certificates, and that upon the
delivery thereof to Broadway for cancellation pursuant hereto, Broadway will
acquire good and unencumbered title thereto, free and clear of all liens,
restrictions, charges, and encumbrances and not subject to any adverse claim.
The undersigned will, upon request, execute and deliver any additional
documents deemed by Federated or the Paying Agent to be necessary or desirable
to complete the exchange of the Certificates for the Merger Consideration.
The undersigned hereby acknowledges and agrees that (i) the surrender
of the Certificates pursuant to this Letter of Transmittal in exchange for the
Merger Consideration will not be deemed to have occurred unless and until the
Paying Agent has received the Certificates and this Letter of Transmittal (or a
facsimile hereof), properly completed and duly executed, together with all
accompanying evidence of authority in form and substance satisfactory to
Federated (which may delegate such power in whole or in part to the Paying
Agent), (ii) delivery of such Certificates will be effected and risk of loss
and title to such Certificates will pass only upon proper surrender thereof to
the Paying Agent, and (iii) all questions as to the validity, form, and
eligibility of this Letter of Transmittal, any other documentation delivered
herewith or pursuant hereto, and any purported surrender of Certificates
hereunder will be determined by Federated, which determination will be final
and binding on all parties.
THIS LETTER OF TRANSMITTAL MAY BE USED TO SURRENDER, TO THE EXTENT NOT
PREVIOUSLY EXCHANGED, CERTIFICATES WHICH FORMERLY REPRESENTED SHARES OF SERIES
A PREFERRED STOCK OF BROADWAY OUTSTANDING PRIOR TO THE MERGER OF A SUBSIDIARY
OF FEDERATED WITH AND INTO BROADWAY ON OCTOBER 11, 1995 AND WHICH, AS A RESULT
OF SUCH MERGER, PRESENTLY REPRESENT A NUMBER OF SHARES (OR FRACTIONS THEREOF)
OF BROADWAY PREFERRED STOCK EQUAL TO THE NUMBER OF SHARES OF SERIES A PREFERRED
STOCK OF BROADWAY FORMERLY REPRESENTED THEREBY DIVIDED BY 1,000.
UNLESS OTHERWISE INDICATED HEREIN UNDER THE BOX ENTITLED "SPECIAL
PAYMENT INSTRUCTIONS" AND/OR "SPECIAL DELIVERY INSTRUCTIONS" BELOW, PLEASE
ISSUE ALL CHECKS DUE TO THE UNDERSIGNED IN THE NAME OF THE UNDERSIGNED, AND
DELIVER THE SAME TO THE UNDERSIGNED AT THE ADDRESS SHOWN ABOVE. IF ANY
CERTIFICATES TO BE SURRENDERED ARE REGISTERED IN DIFFERENT NAMES, IT WILL BE
NECESSARY TO COMPLETE, SIGN, AND SUBMIT AS MANY SEPARATE COPIES OF THIS LETTER
OF TRANSMITTAL AS THERE ARE DIFFERENT REGISTRATIONS OF CERTIFICATES.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL SURRENDERING STOCKHOLDERS)
(See Instructions 1,2, and 4 and the following paragraph)
X
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X
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Signature(s) of Registered Holder(s) Date
Must be signed by the registered holder(s) as the name(s) appear(s) on
the Certificates or by person(s) authorized to become registered
holder(s) by endorsements and documents transmitted herewith. If signature
is by a trustee, executor, administrator, guardian, officer or other person
acting in a fiduciary or representative capacity, please set forth full title.
See Instructions 2 and 4.
Name(s):
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(Please Type or Print)
Capacity
(Full Title):
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Address:
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(Include Zip Code)
Phone No.:
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SIGNATURE GUARANTEE
(If required by Instruction 1)
Signature(s) Guaranteed by
an Eligible Institution:
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(Authorized Signature)
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(Title)
--------------------------------------------------
(Name of Firm)
Phone No.:
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Dated:
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4, and 5) (See Instructions 1, 4, and 5)
To be completed ONLY if any checks are to be issued To be completed ONLY if any checks are to be sent
in the name of and sent to someone other than the to someone other than the person or persons whose
person or persons whose name(s) appear(s) above on name(s) appear(s) above on this Letter of
this Letter of Transmittal. Transmittal or to the person or persons whose
name(s) appear(s) above on this Letter of
Issue and mail any checks to: Transmittal at an address other than that shown
above in the box entitled "Description of
Certificates Surrendered."
Mail or deliver any checks to:
Name: Name:
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(Please Type or Print) (Please Type or Print)
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(Please Type or Print) (Please Type or Print)
Address: Address:
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Zip Code Zip Code
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Employer Identification or Social Security No.
See Substitute Form W-9
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PAYER'S NAME: THE BANK OF NEW YORK
SUBSTITUTE Part 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT TIN:
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW -------------------
Social Security Number
or Employer
Department of the Treasury Identification Number.
Internal Revenue Service
Part 2 --
Payor's Request for Taxpayer Awaiting TIN [ ]
Identification Number (TIN)
and Certification CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT (1) the number shown
on this form is my correct taxpayer identification number (or I am waiting for a
number to be issued to me) and (2) I am not subject to backup withholding either
because I have not been notified by the Internal Revenue Service (the "IRS") that I
am subject to backup withholding as a result of a failure to report all interest or
dividends or the IRS has notified me that I am no longer subject to backup
withholding. (You must cross out Item (2) above if you have been notified by the
IRS that you are subject to backup withholding because of underreporting interest or
dividends on your return. However, if after being notified by the IRS that you
were subject to backup withholding you received another notification from the IRS
that you are no longer subject to backup withholding, do not cross out Item (2)).
Signature: Date:
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF PAYMENTS MADE TO YOU PURSUANT TO THE MERGER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 2 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAX IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) I have mailed or
delivered an application to receive a taxpayer identification number to the
appropriate Internal Revenue Service Center or Social Security
Administration Office or (2) I intend to mail or deliver an application in
the near future. I understand that if I do not provide a taxpayer
identification number within sixty (60) days, 31% of all reportable payments
made to me thereafter will be withheld until I provide a number.
Signature: Date:
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INSTRUCTIONS FOR SURRENDERING CERTIFICATES
1. Guarantee of Signatures. No signature guarantee is required on this
Letter of Transmittal if (i) this Letter of Transmittal is signed by the
registered holder(s) of the Certificates, unless such holder(s) has completed
the box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on the reverse side, or (ii) the Certificates are
tendered for the account of a member in good standing of a signature guarantee
program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of
1934, as amended (each, an "Eligible Institution"). In all other cases, all
signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 4.
2. Delivery of this Letter of Transmittal and Certificates. This Letter
of Transmittal, completed and signed, must be used in connection with a
delivery and surrender of the Certificates to the Paying Agent. The method of
delivery of the Certificates and any other documents is at the election and
risk of the holder of the Certificates. If such delivery is by mail,
registered mail with return receipt requested, properly insured, is
recommended. Surrender may be made by mail or hand delivery to the Paying
Agent at one of the addresses shown on this Letter of Transmittal. A mailing
envelope addressed to the Paying Agent is enclosed for your convenience.
3. Inadequate Space. If the space provided herein under "Description of
Certificates Surrendered" is inadequate, the Certificate numbers and the number
of shares (and/or fractions thereof) formerly represented by the Certificates
should be listed on a separate schedule and attached hereto.
4. Signatures on Letter of Transmittal, Stock Powers, and Endorsements.
(a) The signatures of the registered holders of the Certificates on this
Letter of Transmittal must correspond with the names as written on the face of
the Certificates without alteration, enlargement, or any change whatsoever.
(b) If any of the Certificates are held of record by two or more persons,
all such persons must sign this Letter of Transmittal.
(c) If any of the Certificates are registered in different names, it will
be necessary to complete, sign, and submit as many separate Letters of
Transmittal and any necessary accompanying documents as there are different
registrations. Certificates and Letters of Transmittal representing all of the
shares of Broadway Preferred Stock beneficially owned by a particular holder as
of the Effective Time should be submitted concurrently.
(d) If this Letter of Transmittal is signed by the registered holder(s) of
the Certificates, no endorsements of the Certificates or separate stock powers
are required, unless checks are to be issued in the name of, or delivered to,
any person other than such registered holder(s). If checks are to be issued in
the name of, or delivered to, any person other than the registered holder(s) of
the Certificates, all signatures on the Certificates or stock powers must be
guaranteed by an Eligible Institution (unless signed by an Eligible
Institution). See Instruction 5.
(e) If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Certificates, the Certificates must be endorsed or
accompanied by appropriate stock powers, and in either case, signed exactly as
the names of the registered holder(s) appear on the Certificates. Signatures
of any such person on any of the Certificates or any stock powers must be
guaranteed by an Eligible Institution (unless signed by an Eligible
Institution).
(f) If this Letter of Transmittal or any of the Certificates or stock
powers are signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation, or other person acting in fiduciary
or representative capacity, such person should so indicate when signing and,
unless waived by Federated, proper evidence satisfactory to Federated and the
Paying Agent of the authority of such person to so act must be submitted with
this Letter of Transmittal.
5. Special Payment and Delivery Instructions. If any checks are to be
issued in the name of a person other than the person(s) signing this Letter of
Transmittal or if any checks are to be sent to someone other than to the
person(s) signing this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal but at an address other than that shown in the box
entitled "Description of Certificates Surrendered" on the reverse side, the
appropriate boxes in this Letter of Transmittal must be completed. If no such
instructions are given, all checks will be sent to the name and address
appearing in the box entitled "Description of Certificates Surrendered" in this
Letter of Transmittal.
6. Substitute Form W-9. The surrendering holder (or other payee) is
required to provide the Paying Agent with a correct taxpayer identification
number ("TIN") on Substitute Form W-9, which is provided under "Important Tax
Information" below, and to certify that the holder (or other payee) is not
subject to backup withholding. Failure to
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provide the information on the Substitute Form W-9 may subject the surrendering
holder (or other payee) to 31% federal income tax withholding on the payment of
any Merger Consideration. The box in Part 2 of the Substitute Form W-9 may be
checked if the surrendering holder (or other payee) has not been issued a TIN
and has applied for a TIN or intends to apply for a TIN in the near future. If
the box in Part 2 is checked and the Paying Agent is not provided with a TIN
within 60 days, the Paying Agent will withhold 31% on all payments until a TIN
is provided to the Paying Agent.
7. Transfer Taxes. If the Certificates are registered in the name of any
person(s) other than the person(s) signing this Letter of Transmittal, and
accordingly payment of the Merger Consideration is to be sent to person(s)
signing this Letter of Transmittal and not the registered holder(s), the amount
of any transfer taxes (whether imposed on the registered holder(s) or the
person(s) signing this Letter of Transmittal) payable on account of the
transfer to the person(s) signing this Letter of Transmittal will be deducted
from the Merger Consideration unless satisfactory evidence of payment of such
taxes, or exemption therefrom, is submitted. Except as provided in this
Instruction 7, it will not be necessary for transfer tax stamps to be affixed
to the Certificates surrendered herewith or funds to cover such stamps to be
provided with this Letter of Transmittal.
8. Mutilated, Lost, Stolen, or Destroyed Certificates. Any stockholder
whose Certificates have been mutilated, lost, stolen, or destroyed should
contact the Paying Agent at one of the addresses, or by telephone, as set forth
on the first page of this Letter of Transmittal for further instructions.
9. Requests for Assistance or Additional Copies. All questions relating
to procedures for surrendering Certificates, as well as requests for assistance
or additional copies of this Letter of Transmittal, should be directed to the
Paying Agent at one of the addresses, or by telephone, as set forth on the
reverse side of this Letter of Transmittal.
10. Number of Shares. The number of one one-thousandths of a share of
Broadway Preferred Stock surrendered herewith should be indicated in the space
marked "Number of One One-Thousandths of a Share Represented by Certificate(s)"
and in the space marked "Total Number of One One-Thousandths of a Share" under
"Description of Certificates Surrendered."
This Letter of Transmittal may be used to surrender, to the extent not
previously exchanged, certificates which formerly represented shares of Series
A Preferred Stock of Broadway outstanding prior to the merger of a subsidiary
of Federated with and into Broadway on October 11, 1995 and which, as a result
of such merger, presently represent a number of shares (or fractions thereof)
of Broadway Preferred Stock equal to the number of shares of Series A Preferred
Stock of Broadway formerly represented thereby divided by 1,000. Holders of
such certificates should enter the number of one one-thousandths of a share of
Broadway Preferred Stock presently represented thereby.
IMPORTANT TAX INFORMATION
Federal income tax law requires that a stockholder surrendering
Certificates provide the Paying Agent (as payor) with his or her correct TIN on
Substitute Form W-9, which, in the case of a surrendering stockholder who is an
individual, is his or her social security number. If the Paying Agent is not
provided with the correct TIN, such stockholder may be subject to a $50 penalty
imposed by the Internal Revenue Service (the "IRS"). In addition, delivery to
such stockholder of the Merger Consideration may be subject to backup
withholding in an amount equal to 31% of the gross amount thereof.
Certain persons (including among others, all corporations and certain
foreign individuals) are not subject to backup withholding. In order for a
foreign individual to qualify as an exempt recipient, that person must submit a
statement (Form W-8), signed under penalties of perjury, attesting to this
exempt status. Such Form W-8 can be obtained from the Paying Agent. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (the "W-9 Guidelines") for additional instructions.
If backup withholding applies, the Paying Agent is required to withhold 31%
of any payment made to a payee. Backup withholding is not an additional tax.
Rather, the federal income tax liability of persons subject to backup
withholding will be reduced by the amount of such withholding. If backup
withholding results in an overpayment of taxes, a refund may be obtained.
To prevent backup withholding, each surrendering stockholder must provide
his or her correct TIN by completing the "Substitute Form W-9" set forth on the
reverse side, certifying that the TIN provided is correct (or that such
stockholder is awaiting a TIN) and that (i) the stockholder has not been
notified by the IRS that he or she is subject to backup withholding as a result
of a failure to report all interest or dividends or (ii) the IRS has notified
the stockholder that he or she is no longer subject to backup withholding.
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The holder is required to give the TIN (e.g., the social security number or
employer identification number) of the record holder of the Certificates. If
the Certificates are in more than one name or are not in the name of the actual
owner, consult the W-9 Guidelines for information on which TIN to report. The
box in Part 2 of the Substitute Form W-9 may be checked if you have not been
issued a TIN and have applied for a number or intend to apply for a number in
the near future. If the box in Part 2 is checked and the Paying Agent is not
provided with a TIN within 60 days, backup withholding will begin and continue
until you furnish your TIN to the Paying Agent.
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