SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 2, 2005
FEDERATED DEPARTMENT STORES, INC.
7 West Seventh Street, Cincinnati, Ohio 45202
(513) 579-7000
-and-
151 West 34th Street, New York, New York 10001
(212) 494-1602
Delaware 1-13536 13-3324058
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[X] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On June 2, 2005, Federated Department Stores, Inc. (together with its
subsidiaries, as applicable, "Federated") entered into a Purchase, Sale and
Servicing Transfer Agreement (the "Purchase Agreement") with Citibank, N.A.
(together with its subsidiaries, as applicable, "Citibank"). The Purchase
Agreement provides, on the terms and subject to the conditions set forth
therein, for, among other things, the purchase by Citibank of (i) the
proprietary and non-proprietary credit card accounts owned by Federated,
together with related receivables balances, and the capital stock of Prime
Receivables Corporation, a wholly owned subsidiary of Federated, which owns all
of Federated's interest in the Prime Credit Card Master Trust (the foregoing and
certain related assets being the "FDS Credit Assets"), (ii) the "Macy's" credit
card accounts owned by GE Capital Consumer Card Co. ("GE Bank"), together with
related receivables balances (the foregoing and certain related assets being the
"GE/Macy's Credit Assets"), upon the termination of Federated's credit card
program agreement with GE Bank, and (iii) the proprietary credit card accounts
owned by The May Department Stores Company ("May"), together with related
receivables balances (the foregoing and certain related assets being the "May
Credit Assets"), within 12 months after the acquisition of May by Federated
(which is expected to occur in the third quarter of 2005).
In connection with the Purchase Agreement, Federated and Citibank entered
into a long-term marketing and servicing alliance pursuant to the terms of a
Credit Card Program Agreement (the "Program Agreement") with an initial term of
10 years commencing upon the final closing under the Purchase Agreement and,
unless terminated by either party as of the expiration of the initial term, an
additional renewal term of three years. The Program Agreement provides, on the
terms and subject to the conditions set forth therein, for, among other things,
(i) the ownership by Citibank of the accounts purchased by Citibank pursuant to
the Purchase Agreement, (ii) the ownership by Citibank of new accounts opened by
Federated's customers, (iii) the provision of credit by Citibank to the holders
of the credit cards associated with the foregoing accounts, (iv) the servicing
of the foregoing accounts, and (v) the allocation between Citibank and Federated
of the economic benefits and burdens associated with the foregoing and other
aspects of the alliance.
The press release issued by Federated on June 2, 2005 with respect to the
entry into the Purchase Agreement and the Program Agreement is filed as Exhibit
99.1 hereto and is incorporated herein by reference. The information set forth
in Item 8.01 of this report is incorporated into this Item 1.01 by reference.
Copies of the Purchase Agreement and the Program Agreement are attached
hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by
reference. The descriptions of the Purchase Agreement and the Program Agreement
and the transactions contemplated thereby set forth or incorporated by reference
herein are qualified in their entirety by reference to the full text of such
documents.
Item 8.01 Other Events.
As previously reported, Federated and May are parties to a merger
agreement which provides, upon the terms and subject to the conditions set forth
therein, for the merger of May with and into a wholly owned subsidiary of
Federated. In connection with the merger, Federated and May prepared a joint
proxy statement/prospectus, dated May 31, 2005, which is included in a
registration statement on Form S-4 filed by Federated with the Securities and
Exchange Commission. The information set forth in this Item 8.01 is provided in
order to update certain pro forma data set forth in the joint proxy
statement/prospectus.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF FEDERATED
The following unaudited pro forma consolidated financial statements of
Federated give effect to the merger and the sale of the FDS Credit Assets as if
these transactions had been completed as of February 1, 2004, with respect to
the pro forma consolidated statement of income, and as of January 29, 2005, with
respect to the pro forma consolidated balance sheet. Because May's acquisition
of the Marshall Field's department store group effective July 31, 2004, was
accounted for under the purchase method of accounting, May's historical
statements of income give effect to the results of operations of the Marshall
Field's department store group only from and after that date. The following pro
forma consolidated statement of income gives effect to May's acquisition of the
Marshall Field's department store group as if such acquisition had been
completed as of February 1, 2004, rather than effective July 31, 2004.
The following unaudited pro forma consolidated financial statements of
Federated assume that the net cash proceeds from the sale of the FDS Credit
Assets will be used to fund a portion of the cash consideration payable to May's
stockholders in the merger. Compared to the unaudited pro forma consolidated
financial statements of Federated included in the joint proxy
statement/prospectus, this assumption and related assumptions reduce Federated's
pro forma long-term debt at January 29, 2005 by $3,725 million, increase
Federated's pro forma short-term debt at January 29, 2005 by $49 million and
reduce Federated's pro forma interest expense, net for the year ended January
29, 2005 by $175 million.
The following unaudited pro forma consolidated financial statements should
be read in conjunction with the information set forth or incorporated by
reference in Item 1.01 of this report and the historical consolidated financial
statements and notes thereto of Federated and May, which are incorporated by
reference in the joint proxy statement/ prospectus, and the other information
contained or incorporated by reference in the joint proxy statement/prospectus.
Certain items derived from May's historical financial statements have been
reclassified to conform to the pro forma presentation.
The merger will be accounted for under the purchase method of accounting,
with Federated treated as the accounting acquirer. Under this method of
accounting, the purchase price will be allocated to May's net assets based upon
the estimated fair values of May's assets and liabilities at the date of
acquisition. The actual purchase price to be so allocated will depend upon,
among other things, the number of shares of May common stock issued and
outstanding or subject to outstanding options immediately prior to the merger.
The unaudited pro forma consolidated financial statements include adjustments,
which are based upon preliminary estimates, to reflect the allocation of the
purchase price to May's net assets as of January 29, 2005. The purchase price
allocation presented herein is preliminary, and final allocation of the purchase
price will be based upon the actual purchase price and the actual assets and
liabilities of May as of the date of the completion of the merger. Accordingly,
the actual purchase accounting adjustments may differ from the pro forma
adjustments reflected herein.
The following unaudited pro forma consolidated financial statements are
presented for illustrative purposes only and are not necessarily indicative of
what Federated's actual financial position or results of operations would have
been had the merger, the sale of the FDS Credit Assets and May's acquisition of
the Marshall Field's department store group, been completed on the dates
indicated above. Except as described above, the following unaudited pro forma
consolidated financial statements do not give effect to (1) Federated's or May's
results of operations or other transactions or developments since January 29,
2005, (2) the synergies, cost savings and one-time charges expected to result
from the merger, or (3) the effects of transactions or developments, including
sales of stores or other assets, which may occur subsequent to the merger. In
particular, the following unaudited pro forma consolidated financial statements
do not give effect to the purchase by Citibank of the GE/Macy's Credit Assets or
the May Credit Assets, the former of which is not expected to occur until April
2006 and the latter of which may be deferred for up to 12 months following
Federated's acquisition of May. The following unaudited pro forma consolidated
financial statements also assume the absence of any adjustment to the purchase
price provided for in the merger agreement.
The foregoing matters could cause both Federated's pro forma historical
financial position and results of operations, and Federated's actual future
financial position and results of operations, to differ materially from those
presented in the following unaudited pro forma consolidated financial statements
FEDERATED DEPARTMENT STORES, INC.
Unaudited Pro Forma Consolidated Balance Sheet
January 29, 2005
(All amounts in millions)
Historical Adjustments Federated Historical Adjustments Federated
Federated for Credit Sale as Adjusted May (a) for Merger Pro Forma
---------- --------------- ----------- ---------- ----------- ----------
ASSETS:
Current Assets:
Cash........................................... $ 868 $ 2,425 (A) $ 3,293 $ 62 $ (2,988) (b1) $ 367
Accounts receivable............................ 3,418 (3,211) (B) 207 2,294 331 (b2) 2,832
Merchandise inventories........................ 3,120 3,120 3,092 93 (b3) 6,305
Supplies and prepaid expenses.................. 104 104 129 233
-------- --------- -------- -------- -------- --------
Total Current Assets......................... 7,510 (786) 6,724 5,577 (2,564) 9,737
Property and Equipment - net.................... 6,018 6,018 6,190 785 (b4) 12,993
Goodwill........................................ 260 260 2,634 (2,634) (b5) 9,760
9,500 (b5)
Other Intangible Assets - net................... 378 378 602 (602) (b6) 808
430 (b6)
Other Assets.................................... 719 719 160 (49) (b7) 783
(47) (b8)
-------- --------- -------- -------- -------- --------
Total Assets................................. $ 14,885 $ (786) $ 14,099 $ 15,163 $ 4,819 $ 34,081
======== ========= ======== ======== ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
Short-term debt................................ $ 1,242 $ (836) (C) $ 406 $ 513 $ 2,650 (b1) $ 3,569
Accounts payable and accrued liabilities....... 2,707 (53) (B) 2,654 2,798 5,452
Income taxes................................... 352 107 (D) 459 158 617
-------- --------- -------- -------- -------- --------
Total current liabilities.................... 4,301 (782) 3,519 3,469 2,650 9,638
Long-Term Debt.................................. 2,637 (400) (C) 2,237 5,662 665 (b8) 8,564
Deferred Income Taxes........................... 1,199 1,199 818 43 (b9) 2,060
Other Liabilities............................... 581 581 528 163 (b7) 1,272
ESOP Preference Shares.......................... - - 211 (211) (b10) -
Shareholders' Equity............................ 6,167 396 (E) 6,563 4,475 (4,475) (b11) 12,547
5,984 (b11)
-------- --------- -------- -------- -------- --------
Total Liabilities and Shareholders' Equity... $ 14,885 $ (786) $ 14,099 $ 15,163 $ 4,819 $ 34,081
======== ========= ======== ======== ======== ========
See Notes to Unaudited Pro Forma Consolidated Balance Sheet
FEDERATED DEPARTMENT STORES, INC.
Notes to Unaudited Pro Forma Consolidated Balance Sheet
(All amounts in millions except per share figures)
NOTES RELATING TO CREDIT SALE ADJUSTMENTS
(A) To reflect the net cash proceeds resulting from the sale of Federated's
proprietary and non-proprietary credit card portfolios.
(B) To reflect the sale of Federated's proprietary and non-proprietary credit
card portfolios (including credit balance reclassifications).
(C) To reflect the extinguishment of debt secured by Federated's proprietary
and non-proprietary credit card portfolios
(D) To reflect the estimated current income taxes payable directly related to
the sale of Federated's proprietary and non-proprietary credit card
portfolios.
(E) To reflect the estimated after-tax gain on the sale of Federated's
proprietary and non-proprietary credit card portfolios.
NOTES RELATING TO MERGER ADJUSTMENTS
(a) Certain reclassifications have been made to the historical presentation of
May to conform to the presentation used in the unaudited pro forma
consolidated balance sheet.
(b) The merger agreement provides that, in connection with the merger, May
stockholders will be entitled to receive 0.3115 shares of Federated common
stock and $17.75 in cash for each May share of common stock. The merger
agreement further provides that, if the total value of Federated common
stock to be received in the merger falls below 40% of the total merger
consideration, Federated may elect to pay more in Federated common stock
to maintain the nontaxable status of the merger or, if Federated does not
so elect, May may elect to increase to increase the cash consideration
received in the merger for each share of May common stock to $18.75. Under
the merger agreement, there are no other circumstances in which the
exchange ratio or the cash consideration increases. Federated has assumed
that none of these changes to the merger consideration payable to May
stockholders will occur.
Under the purchase method of accounting, the total consideration payable
in the merger will be allocated to May's tangible and intangible assets
and liabilities based on their estimated fair values as of the date of the
merger. The preliminary estimated consideration is as follows:
Additional
Common Paid-in
Stock Capital Total
------ ---------- -------
Issuance of Federated shares to May stockholders
(97.186 shares at $58.55 per share *) $ 1 $ 5,689 $ 5,690
Estimate of fair value of May stock options assumed 294
-------
(b11) Total equity consideration 5,984
Cash consideration payable to May stockholders 5,538
Estimated transaction costs 100
-------
(b1) Total cash consideration 5,638
-------
Total consideration $11,622
=======
* the average market price of Federated Common Stock from February 24,
2005 to March 2, 2005
For purposes of cash consideration to be paid to May stockholders and to fund
transaction costs, Federated has assumed that $2,988 million of cash (including
the net proceeds from the sale of the FDS Credit Assets) will be utilized and
that the remainder will be financed through the issuance of $2,650 million of
short-term debt bearing interest at an annual rate of approximately 3.0%. Actual
amounts borrowed, and interest rates payable, will depend on Federated's cash
balances and conditions in the capital markets, including prevailing rates of
interest, at the time the merger is completed.
The estimated consideration is preliminarily allocated as follow:
(b11) May's historical net book value $ 4,475
(b5) Elimination of May's historical goodwill (2,634)
(b6) Elimination of May's historical identifiable intangible assets (602)
(b2) Estimate of adjustment to fair value of accounts receivable 331
(b3) Estimate of adjustment to fair value of merchandise inventories 93
(b4) Estimate of adjustment to fair value of property and equipment 785
(b5) Goodwill created 9,500
(b6) Estimate of adjustment to fair value of identifiable intangible assets 430
(b7) Estimate of adjustment to fair value of pension and post-retirement obligations (212)
(b8) Estimate of adjustment to fair value of assumed long-term debt (including the
write-off of deferred financing costs) (712)
(b10) Elimination of ESOP preference shares 211
(b9) Estimate of deferred taxes on adjustments at combined rate of 38% (43)
--------
Total consideration allocated $ 11,622
========
Federated has not completed an assessment of the fair values of assets and
liabilities of May and has not finalized its plans regarding the integration of
May's businesses with Federated's businesses. Although certain assets are
expected to be sold, with the exception the May Credit Assets, the
identification of such assets will not be made until Federated's review of May's
assets has been completed. Federated expects that the final purchase price
allocation will include adjustments to the fair values of depreciable tangible
assets, identifiable intangible assets (some of which will have indefinite
lives) and liabilities, including the establishment of any potential liabilities
associated with business integration plans, sales of assets or operations, and
termination and change in control benefits. To the extent such assessments
indicate that the fair value of the assets and liabilities differ from their net
book values, such differences would be allocated to those assets and
liabilities.
For purposes of the allocation above, Federated has allocated $785 million to
property and equipment. This allocation has been preliminarily assigned to land
and buildings and improvements. The purchase price was allocated to property and
equipment, with the exception of recent May acquisitions, using an
industry-specific income capitalization approach. Furniture, fixtures and
equipment, which generally have short lives and relatively modest residual
values were determined to have fair values that approximated book values. The
preliminary allocation to property and equipment included in these pro forma
financial statements is as follows:
Estimated
Increase in Remaining
Asset Classification Value Useful Life
-------------------- ----------- -----------
Land $ 380 n/a
Buildings and improvements 405 15 years
For purposes of the allocation above, Federated has allocated $430 million to
identifiable intangible assets. The values assigned to tradenames and customer
relationships were estimated using relative value comparisons with prior
acquisitions adjusted for the anticipated utility to Federated. The preliminary
allocation to identifiable intangible assets included in these pro forma
financial statements is as follows:
Estimated
Assigned Remaining
Asset Classification Value Useful Life
-------------------- ----------- -----------
Tradenames $ 168 Indefinite
Tradenames 142 36
Customer relationships 120 7
FEDERATED DEPARTMENT STORES, INC.
Unaudited Pro Forma Consolidated Statement of Income
For the Fiscal Year Ended January 29, 2005
(All amounts in millions except per share figures)
Pro Forma
Historical Adjustments Federated Historical Adjustments Federated
Federated for Credit Sale as Adjusted May (a) for Merger Pro Forma
---------- --------------- ----------- ---------- ----------- ---------
Net Sales............................................... $15,630 $ - $15,630 $15,434 $31,064
Cost of sales........................................... 9,297 9,297 8,967 93 (b) 18,357
------- ------- ------- ------ -------
Gross margin............................................ 6,333 - 6,333 6,467 (93) 12,707
Selling, general and administrative expenses........... 4,933 127 (A) 5,060 5,231 (8) (c) 10,324
27 (d)
14 (d)
------- ---- ------- ------- ------ -------
Operating income........................................ 1,400 (127) 1,273 1,236 (126) 2,383
Interest expense, net................................... (284) 41 (B) (243) (450) (95) (e) (730)
58 (f)
------- ---- ------- ------- ------ -------
Income before income taxes.............................. 1,116 (86) 1,030 786 (163) 1,653
Federal, state and local income tax..................... (427) 33 (394) (273) 62 (605)
------- ---- ------- ------- ------ -------
Net income.............................................. $ 689 $(53) $ 636 $ 513 $ (101) $ 1,048
======= ==== ======= ======= ====== =======
Basic earnings per share................................ $ 3.93 $ 3.63 $ 3.85
======= ======= =======
Diluted earnings per share ............................. $ 3.86 $ 3.57 $ 3.77
======= ======= =======
Average common shares:
Basic................................................. 175.1 175.1 97.2 (g) 272.3
Diluted............................................... 178.2 178.2 97.2 (g) 278.0
2.6 (h)
See Notes to Unaudited Pro Forma Consolidated Statement of Income
FEDERATED DEPARTMENT STORES, INC.
Notes to Unaudited Pro Forma Consolidated Statement of Income
For the Fiscal Year Ended January 29, 2005
(All amounts in millions)
NOTES RELATING TO CREDIT SALE ADJUSTMENTS
(A) To reflect the net effect of the elimination of historical operating
results of Federated's proprietary and non-proprietary credit card
portfolios and the recordation of estimated operating profits under the
Program Agreement.
(B) To reflect the elimination of historical interest expense related to
debt secured by Federated's proprietary and non-proprietary credit card
portfolios.
NOTES RELATING TO MERGER ADJUSTMENTS
(a) Historical May results have been adjusted to reflect May's acquisition
of the Marshall Field's department store group as if it had occurred as
of February 1, 2004 rather than effective July 31, 2004. See the
unaudited pro forma consolidated statement of income of May for the
fiscal year ended January 29, 2005 included elsewhere in this report.
(b) Represents the increase in cost of sales resulting from the adjustment
of May's merchandise inventories to fair value as described in Note b
of the Notes to Unaudited Pro Forma Consolidated Balance Sheet.
(c) Represents the elimination of compensation expense for employee stock
options recorded by May under Statement of Financial Accounting
Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation,"
to conform to Federated's accounting principles. Federated accounts for
its stock-based employee compensation plan in accordance with
Accounting Principles Board ("APB") Opinion No. 25 and related
interpretations, so that no stock-based employee compensation cost
related to stock options is reflected in net income.
(d) Represents an increase in depreciation and amortization expense
resulting from the adjustment to May's property and equipment and
identifiable intangible assets based on the adjustment of such assets
to their fair value as described in Note b of the Notes to Unaudited
Pro Forma Consolidated Balance Sheet. The increase in depreciation and
amortization expense has been estimated as follows:
Additional
Annual
Estimated Depreciation
Increase in Remaining and
Value Useful Life Amortization
----------- ----------- ------------
Buildings and improvements $405 15 $27
Definite Lived Intangible Assets 100 7 14
The unaudited pro forma consolidated financial statements reflect a
preliminary allocation to tangible assets, liabilities, goodwill and
other intangible assets. The final purchase price allocation may result
in a different allocation for tangible and intangible assets than that
presented in these unaudited pro forma consolidated financial
statements. An increase or decrease in the amount or purchase price
allocated to amortizable assets would impact the amount of annual
amortization expense. The following table shows the effect on pro forma
net income and diluted earnings per share for every $100 million of
purchase price allocated to property and equipment and amortizing
intangible assets at a range of weighted-average useful lives:
Additional
Annual
Depreciation Diluted
and Earnings
Weighted Average Life Amortization Net Income Per Share
--------------------- ------------ ---------- ---------
Five years $20 $(12) $(.04)
Ten years 10 (6) (.02)
Twenty-five years 4 (3) (.01)
(e) Represents the increase in interest expense as a result of the cash
funding of the acquisition (including the net proceeds from the sale of
the FDS Credit Assets) as described in Note b of the Notes to Unaudited
Pro Forma Consolidated Balance Sheet. A 1/8 percentage point change in
the assumed interest rates would result in an adjustment to net income
of $4 million before income tax effects
(f) Represents the decrease in interest expense resulting from the
adjustment of May's long-term debt to its fair value as described in
Note b of the Notes to Unaudited Pro Forma Consolidated Balance Sheet.
The difference between the fair value and recorded value of each
borrowing is amortized as a reduction to interest expense over the
remaining term of the borrowing.
(g) Represents the shares of Federated Common Stock to be issued to May
stockholders to effect the merger as described in Note b of the Notes
to Unaudited Pro Forma Consolidated Balance Sheet.
(h) Represents the impact of the dilutive May stock options to be assumed
by Federated as described in Note b of the Notes to Unaudited Pro Forma
Consolidated Balance Sheet.
THE MAY DEPARTMENT STORES COMPANY
Unaudited Pro Forma Consolidated Statement of Income
For the Fiscal Year Ended January 29, 2005
(All amounts in millions)
May Pro Forma
Historical Pro Forma Historical
May (a) Adjustments (b) May
---------- --------------- -------
Net Sales............................................. $14,311 $1,123 $15,434
Cost of sales......................................... 8,310 657 8,967
------- ------ -------
Gross margin.......................................... 6,001 466 6,467
Selling, general and administrative expenses.......... 4,812 419 5,231
------- ------ -------
Operating income...................................... 1,189 47 1,236
Interest expense, net................................. (386) (64) (450)
------- ------ -------
Income before income taxes............................ 803 (17) 786
Federal, state and local income tax................... (279) 6 (273)
------- ------ -------
Net income (loss)..................................... $ 524 $ (11) $ 513
======= ====== =======
Notes:
(a) Certain reclassifications have been made to the historical presentation
of May to conform to the presentation used in the Federated Unaudited
Pro Forma Consolidated Statement of Income. May's historical leased
department income of $95 million and shipping and handling income of
$35 million were reclassified from net sales to selling, general and
administrative expenses. Additionally, May's historical buying and
occupancy costs of $1,902 million were reclassified from cost of sales
to selling, general and administrative expenses.
(b) Adjustments give effect to the results of operations for the Marshall
Field's department store group for the 26 weeks ended July 31, 2004 as
if May had acquired the Marshall Field's department store group as of
February 1, 2004, including pro forma adjustments to reflect
depreciation and amortization using the asset values recognized after
applying purchase accounting adjustments and interest expense on
borrowings used to finance the acquisition. May acquired Marshall
Field's department store group effective July 31, 2004 and included
Marshall Field's results of operations in May's consolidated financial
statements only from and after that date.
COMPARATIVE PER SHARE INFORMATION
The following table presents income from continuing operations, cash
dividends declared and book value per common share data separately for Federated
and May on an unaudited pro forma combined basis per Federated common share and
on an unaudited pro forma combined basis per May equivalent common share. The
following selected unaudited pro forma financial data are derived from, should
be read in conjunction with, and are subject to the same assumptions,
limitations and caveats as, the unaudited pro forma financial statements of
Federated set forth above.
The unaudited pro forma combined data per Federated common share are
(1) based upon the historical weighted average number of Federated common shares
outstanding, adjusted to include the estimated number of Federated common shares
to be issued in the merger, and (2) in the case of cash dividends paid per
common share, reflect Federated's agreement to increase its quarterly dividend
to $0.25 per share following the merger. The unaudited pro forma combined data
per May equivalent common share is based on the unaudited pro forma combined per
Federated common share amounts, multiplied by the exchange ratio of 0.3115.
PRO FORMA COMBINED DATA PER
AT OR FOR THE YEAR ENDED PRO FORMA COMBINED DATA PER MAY EQUIVALENT
JANUARY 29, 2005: FEDERATED COMMON SHARE COMMON SHARE
--------------------------------- --------------------------- ---------------------------
Income from continuing operations
per common share:
Basic ......................... $ 3.85 $ 1.20
Diluted........................ $ 3.77 $ 1.17
Cash dividends declared per
common share................... $ 1.00 $ 0.31
Book value per
common share................... $ 47.39 $14.76
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
10.1 Purchase, Sale and Servicing Transfer Agreement,
dated as of June 2, 2005, among Federated, FDS Bank,
Prime II Receivables Corporation and Citibank, N.A.
10.2 Credit Card Program Agreement, dated as of June 2,
2005, among Federated, FDS Bank, FACS Group, Inc. and
Citibank, N.A.
99.1 Press Release, dated June 2, 2005.
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 hereunto duly authorized.
FEDERATED DEPARTMENT STORES, INC.
Dated: June 7, 2005 By: /s/ Joel A. Belsky
--------------------------------
Name: Joel A. Belsky
Title: Vice President and Controller