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EXHIBIT 99.3
EXCHANGE OFFER FOR ALL OUTSTANDING
6.30% SENIOR NOTES DUE 2009
AND
6.90% SENIOR DEBENTURES DUE 2029
OF
FEDERATED DEPARTMENT STORES, INC.
PURSUANT TO THE PROSPECTUS DATED ________, 1999
To Our Clients:
Enclosed for your consideration is a Prospectus, dated ______________ __,
1999 (the "Prospectus"), and the related Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") by Federated
Department Stores, Inc. (the "Company") to exchange its 6.30% Senior Notes due
2009 which have been registered under the Securities Act of 1933 (the "Exchange
Notes") for a like principal amount of its outstanding 6.30% Senior Notes due
2009 (the "Original Notes"), and to exchange its 6.90% Senior Debentures due
2029 which have been registered under the Securities Act of 1933 (the "Exchange
Debentures" and, together with the Exchange Notes, the "Exchange Securities")
for a like principal amount of its outstanding 6.90% Senior Debentures due 2029
(the "Original Debentures" and, together with the Original Notes, the "Original
Securities"), upon the terms and subject to the conditions described in the
Prospectus and the Letter of Transmittal. The Exchange Offer is being made in
order to satisfy certain obligations of the Company contained in the
Registration Rights Agreement, dated March 18, 1999, by and among the Company
and the initial purchasers of the Original Securities from the Company.
We are (or our nominee is) the holder of record of Original Securities held
by us for your account. A tender of such Original Securities can be made only by
the holder of record and pursuant to your instructions. The Letter of
Transmittal accompanying this letter is furnished to you for your information
only and cannot be used by you to tender Original Securities held by us for your
account.
Accordingly, we request instructions as to whether you wish us to tender on
your behalf the Original Securities held by us for your account, pursuant to the
terms and conditions set forth in the enclosed Prospectus and Letter of
Transmittal. Your instructions should be forwarded to us as promptly as possible
in order to permit us to tender Original Securities on your behalf (should you
so desire) in accordance with the provisions of the Exchange Offer.
Your attention is directed to the following:
1. Federated is offering to exchange the Exchange Notes for any and all
of the Original Notes and to exchange the Exchange Debentures for any and
all of the Original Debentures.
2. The terms of the Exchange Notes are identical in all material
respects to the terms of the Original Notes, and the terms of the Exchange
Debentures are identical in all material respects to the terms of the
Original Debentures, except that the registration rights and related
liquidated damages provisions, and the transfer restrictions, applicable to
the Original Securities are not applicable to the Exchange Securities.
3. Subject to the satisfaction or waiver of certain conditions set
forth in the Prospectus in the section captioned "The Exchange
Offer-Conditions to the Exchange Offer," Federated will exchange the
applicable Exchange Securities for all Original Securities that are validly
tendered and not withdrawn prior to the expiration of the Exchange Offer.
4. The Exchange Offer will expire at 5:00 p.m., New York City time, on
__________ __, 1999, unless extended by the Company.
5. You may withdraw tenders of Original Securities at any time prior to
the expiration of the Exchange Offer.
6. The exchange of Original Securities for Exchange Securities pursuant
to the Exchange Offer generally will not be a taxable event for U.S.
federal income tax purposes. See "Material United States Federal Income Tax
Considerations" in the enclosed Prospectus.
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If you wish to have us tender your Original Notes or Original Debentures,
please so instruct us by completing, executing and returning to us the
instruction form on the back of this letter. THE LETTER OF TRANSMITTAL IS
FURNISHED TO YOU FOR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER
ORIGINAL SECURITIES HELD BY US FOR YOUR ACCOUNT.
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INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by Federated
Department Stores, Inc. with respect to the Original Securities. Terms used
herein with initial capital letters have the respective meanings ascribed to
them in your letter.
This will instruct you to tender the Original Notes or Original Debentures
held by you for the account of the undersigned, upon and subject to the terms
and conditions set forth in the Prospectus and the related Letter of
Transmittal.
[ ] Please tender the Original Notes or Original Debentures held by you for
my account as indicated below:
$________ Aggregate Principal Amount of 6.30% Senior Notes due 2009
$________ Aggregate Principal Amount of 6.90% Senior Debentures due 2029
[ ] Please do not tender any Original Notes held by you for my account.
[ ] Please do not tender any Original Debentures held by you for my account.
Dated: __________ __, 1999
Signatures(s):
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Print Name(s) here:
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Print Address(es):
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Area Code and Telephone Number(s):
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Tax Identification or Social Security Number(s):
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None of the Original Securities held by us for your account will be
tendered unless we receive written instructions from you to do so. If you
authorize the tender of Original Securities held by us for your account, all
such Original Securities will be tendered unless a specific contrary instruction
is given in the space provided.
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