FILED BY FEDERATED DEPARTMENT STORES, INC.
COMMISSION FILE NO. 001-13536
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14A-12
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: THE MAY DEPARTMENT STORES COMPANY
COMMISSION FILE NO. 001-00079
FEDERATED DEPARTMENT STORES, INC.
MARCH 1, 2005
EMPLOYEE FACT SHEET/Q&A
Federated statistics: 111,000 employees in 34 states. Founded 1929,
headquartered in Cincinnati, OH, with corporate offices in Cincinnati and New
York. Company is converting all regional department stores to Macy's brand
effective March 6, 2005. Also operates Bloomingdale's. Annual sales: $15.6
billion.
May Company statistics: 110,000 employees in 46 states. Founded 1910,
headquartered in St. Louis, MO. Company operates Lord & Taylor, Marshall
Field's, Filene's, Kaufmann's, Robinsons-May, Meier & Frank, Hecht's,
Strawbridge's, Foley's, Famous-Barr, L.S. Ayres, The Jones Store and David's
Bridal. Annual sales: $14.4 billion.
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GENERAL
Q1. WHY DOES FEDERATED WANT TO ACQUIRE MAY?
A1.
- Creates a $30 billion national retailer with coast-to-coast coverage
and stores in [64] of the top 65 markets in United States (all except
Jacksonville)
- Increases value to consumers through synergies and efficiencies
- Combines the best people, practices and products
- Improves the ability to compete within a highly competitive retail
sector
Q2. HOW MANY DEPARTMENT STORES WOULD FEDERATED HAVE POST- ACQUISITION?
A2. May has [491] department stores. In addition, the company owns a Bridal
Group comprising David's Bridal, After Hours Formalwear and Priscilla of
Boston.
Federated has [459] stores. Upon completion of the acquisition, Federated
would have [950] department stores across the country, plus ownership of
the Bridal Group.
Q3. IN WHICH PART OF THE COUNTRY IS MAY STRONGEST? IN WHICH PART OF THE
COUNTRY ARE MACY'S AND BLOOMINGDALES STRONGEST?
A3. Federated is particularly strong on the East and West Coasts, as well as
in the Southeast/Florida market. May has stores in Southern California,
the Northeast and the Midwest. The acquisition of May would give
Federated a new presence in important markets like Texas, Chicago,
Minneapolis and St. Louis.
Q4. WHAT NEEDS TO HAPPEN FOR THIS TRANSACTION TO CLOSE? WHEN DOES FEDERATED
EXPECT THE TRANSACTION TO CLOSE? WHAT IS THE LIKELIHOOD THAT IT WON'T
CLOSE?
A4. Consummation of the transaction is subject to approval by Federated's and
May's shareholders and regulatory review. Pending these approvals and
regulatory clearance, we believe completion of the transaction is
possible in the second half of 2005.
Q5. ARE ALL OF MAY'S DEPARTMENT STORES GOING TO BECOME MACY'S?
A5. We expect that most of May's regional department stores will be converted
to Macy's, similar to the Federated regional store conversions, although
this will not happen for at least a year. No decisions have been made as
yet about retaining the Marshall Field's name in Chicago or the Lord &
Taylor nameplate nationally. We will continue to assess both of those.
Q6. WHO IS GOING TO RUN THE COMBINED COMPANY?
A6. Federated's management team and board of directors will run the company.
Q7. WILL FEDERATED KEEP MAY'S ST. LOUIS-BASED CORPORATE HEADQUARTERS?
A7. No. May's corporate headquarters will be consolidated into Federated, but
a divisional and regional presence for the company will be retained in
St. Louis.
Q8. WILL THERE BE LAYOFFS?
A8. Yes, as a result of the headquarters consolidation and eliminated
redundancies in various support functions, but that will not happen until
later in the year and at this point it is far too early to know any
details on this.
Q9. WILL THERE BE STORE CLOSINGS?
A9. While it is too soon to know any specifics, we obviously are looking at
store overlaps for potential dispositions. We anticipate that there will
be some store dispositions, but this might or might not involve store
closings. At this point we simply can't say.
Q10. HOW MANY MALLS CURRENTLY HAVE OVERLAPPING FEDERATED AND MAY STORES?
A10. 94
Q11. ARE STORES IN THOSE LOCATIONS GOING TO HAVE TO CLOSE OR BE SOLD OFF?
A11. Not necessarily. Those are the locations we will be looking at, but
whether any of these will be closed or sold is definitely not something
anyone could know at this point.
Q12. DO YOU ANTICIPATE ANY TROUBLE GETTING FTC OR OTHER REGULATORY APPROVAL?
A12. We will work with all appropriate state and federal regulatory agencies,
as always in such cases, and we do not anticipate this will pose any
significant problems. The retail environment is intensely competitive and
department stores today compete against all retail formats. Success is
contingent on our ability to realize greater economies of scale, and that
is beneficial to consumers in the long run because it means more
effective competition overall.
Q13. WILL FEDERATED EXTEND JOB OFFERS TO ANY MAY EMPLOYEES AFTER THE DEAL IS
CONCLUDED?
A13. Absolutely. The vast majority of May employees will retain their jobs and
be relatively unaffected by this transaction, and we anticipate that it
will be at least a year before we begin consolidating functions in any
case. There are some terrific people in May Co. and we want them on our
team, so at the appropriate time we will be making offers to people at
all levels of the company.
* * *
FORWARD-LOOKING STATEMENTS
This document contains statements about expected future events and financial
results that are forward-looking within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements include, but are not limited to,
statements about the benefits of the business combination transaction involving
Federated and May, including future financial and operating results, the new
company's plans, objectives, expectations and intentions and other statements
that are not historical facts. Such statements are based upon the current
beliefs and expectations of Federated and May's management and are
subject to significant risks and uncertainties. Actual results could differ
materially from those expressed in the forward-looking statements contained in
this document because of a variety of factors, including: the failure of
Federated and May stockholders to approve the transaction; a significant change
in the timing of, or the imposition of any government conditions or legal
impediments to, the closing of the proposed transaction; the risks that the
businesses will not be integrated successfully; the extent and timing of the
ability to obtain revenue enhancements, cost savings and other synergies
following the proposed transaction; disruption from the transaction making it
more difficult to maintain relationships with customers, employees or suppliers;
transaction costs associated with the renovation and conversion of stores,
manufacturer's outlets, off-price and discount stores; and general consumer
spending levels, including the impact of the availability and level of consumer
debt, and the effects of weather. Additional factors that may affect the future
results of Federated and May are set forth in their respective filings with the
Securities and Exchange Commission ("SEC"), which are available at www.fds.com
and www.maycompany.com, respectively.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, a registration statement, including
a joint proxy statement/prospectus, and other materials will be filed with the
SEC. WE URGE INVESTORS TO READ THE REGISTRATION STATEMENT AND JOINT PROXY
STATEMENT/PROSPECTUS AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. Investors will be able to obtain free copies of the registration
statement and joint proxy statement/prospectus (when available) as well as other
filed documents containing information about Federated and May at the SEC's
website (www.sec.gov). Free copies of Federated's SEC filings are also available
on Federated's website at www.fds.com, or by request to Office of the Secretary,
Federated Department Stores, Inc., 7 West Seventh Street, Cincinnati, Ohio
45202. Free copies of May's SEC filings are also available on May's website at
www.maycompany.com, or by request to Corporate Communications, The May
Department Stores Company, 611 Olive Street, St. Louis, MO 63101-1799.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction.
PARTICIPANTS IN THE SOLICITATION
Federated, May and their respective officers and directors and other persons may
be deemed, under SEC rules, to be participants in the solicitation of proxies
from Federated or May's stockholders with respect to the proposed transaction.
Information regarding the officers and directors of Federated is available in
its proxy statement filed by Federated with the SEC on April 15, 2004.
Information regarding the officers and directors of May is available in its
proxy statement filed by May with the SEC on
April 22, 2004. More detailed information regarding the identity of potential
participants, and their direct and indirect interests in the solicitation, by
security holdings or otherwise, will be set forth in the registration statement
and joint proxy statement/prospectus and other materials to be filed with the
SEC in connection with the proposed transaction.