Macy's, Inc. – ‘8-A12G’ on 5/17/95

As of:  Wednesday, 5/17/95   ·   Accession #:  794367-95-9   ·   File #:  0-20497

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Registration of a Class of Securities                  5     20K 

Document Table of Contents

8-A12G
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SECURITIES AND EXCHANGE COMMISSION                
Washington, D.C.  20549                 

FORM 8-A                

For Registration of Certain Classes of Securities                 
Pursuant to Section 12(b) or 12(g) of the                 
Securities Exchange Act of 1934                 

FEDERATED DEPARTMENT STORES, INC.                 
(Exact Name of Registrant as Specified in Its Charter)                

DELAWARE                                  13-3324058                
(State of Incorporation or                (I.R.S. Employer            
Organization)                            Identification No.)        

7 WEST SEVENTH STREET                 
CINCINNATI, OHIO 45202                

and                 

151 WEST 34TH STREET                
NEW YORK, NEW YORK 10001                

(Address of Principal Executive Offices)                

Securities to be registered pursuant to Section 12(b) of the          
Act:                                                                            

NONE                

Securities to be registered pursuant to Section 12(g) of the          
Act:                                                                            

SERIES A WARRANTS TO PURCHASE COMMON STOCK                
(Title of Class)                

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INFORMATION REQUIRED IN                 
REGISTRATION STATEMENT                

ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.               

This registration statement relates to the registration     
with the Securities and Exchange Commission (the "Commission") by               
Federated Department Stores, Inc., a Delaware corporation (the                  
"Company"), of the Company's Series A Warrants to Purchase Common               
Stock (the "Warrants").                                                         

Each Warrant currently entitles the holder thereof to       
acquire 1.047 shares of common stock, par value $0.01 per share                 
("Common Stock"), of the Company upon the payment of an exercise                
price of $25.00, subject to adjustment as described below.  A                   
description of the Common Stock and related matters is hereby                   
incorporated by reference to the information set forth under the                
caption "Capital Stock of the Combined Company" appearing on                    
pages 96 through 103 of the Registration Statement on Form S-4                  
(Registration No. 33-85480) (the "Form S-4").                                   

On the terms and subject to the conditions set forth in     
the Series A Warrant Agreement under which the Warrants were                    
issued, the number and kind of shares purchasable upon the                      
exercise of Warrants will be subject to adjustment in certain                   
events, including, subject to specified exceptions: (i) the                     
issuance of capital stock of the Company as a dividend or                       
distribution on the Common Stock; (ii) reclassifications,                       
subdivisions, and combinations of the Common Stock; (iii) the                   
issuance to holders of Common Stock of certain rights or warrants               
entitling them to subscribe for Common Stock at less than the                   
then-current market price of the Common Stock; (iv) the                         
distribution to holders of Common Stock of securities or assets                 
of the Company or its subsidiaries or of rights or warrants to                  
purchase assets or securities of the Company or its subsidiaries                
(excluding cash dividends or cash distributions payable out of                  
consolidated retained earnings); (v) the issuance of shares of                  
Common Stock for less consideration than the then-current market                
price of the Common Stock; and (vi) the issuance of securities                  
convertible into or exchangeable for shares of Common Stock for a               
consideration per share of Common Stock deliverable on such                     
conversion or exchange that is less than the current market price               
thereof; provided, however, that no adjustment in such shares                   
will be required in connection with the issuance of Common Stock                
or other securities, as applicable, pursuant to (a) the Joint                   
Plan of Reorganization of Federated Department Stores, Inc.,                    
Allied Stores Corporation and Certain of Their Subsidiaries,                    
which became effective on February 4, 1992, (b) the conversion of               
the Company's Convertible Notes, (c) any employee benefit plan of               
the Company, (d) any Company-sponsored plan for the reinvestment                
of dividends or interest, (e) the Company's Share Purchase Rights               
Agreement (or any similar successor plan), or (f) an underwritten               
public offering satisfying specified criteria.  No adjustment in                

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such shares will be required unless such adjustment would require               
a change in the aggregate number of shares issuable upon the                    
hypothetical exercise of a Warrant of at least 1% (but any                      
adjustment requiring a change of less than 1% will be carried                   
forward and taken into account in any subsequent adjustment).                   

The Warrants are exercisable at any time on or before       
February 15, 1996, subject to the earlier expiration thereof by                 
reason of the closing price of shares of Common Stock being equal               
to or greater than 140% of the price per share at which shares of               
Common Stock are purchasable upon the exercise of Warrants                      
(currently $23.88) for 45 consecutive trading days.                             

The foregoing description of the material terms of the      
Warrants does not purport to be complete and is qualified in its                
entirety by reference to the Series A Warrant Agreement and                     
Amendment No. 1 thereto, which are filed as Exhibits 5 and 7,                   
respectively, hereto and incorporated herein by this reference.                 

ITEM 2.  EXHIBITS.                                                              

1.   Form S-4 (incorporated herein by reference)                      

2.   Certificate of Incorporation (incorporated by reference          
to Exhibit 3.1 of the Company's Form 10-K (File No. 1-      
13536) for the fiscal year ended January 28, 1995 (the      
"1995 Form 10-K"))                                          

3.   Certificate of Designations of Series A Junior                   
Participating Preferred Stock (incorporated by              
reference to Exhibit 3.1.1 to the 1995 Form 10-K)           

4.   By-Laws (incorporated by reference to Exhibit 3.2 to             
the 1995 Form 10-K)                                         

5.   Series A Warrant Agreement (incorporated by reference            
to Exhibit 10.6 to the Company's Registration Statement     
on Form 10 (File No. 1-10951), filed November 27, 1991,     
as amended)                                                 

6.   Form of specimen Series A Warrant Certificate (included          
as Exhibit A to the Series A Warrant Agreement filed as     
Exhibit 4 hereto)                                           

7.   Amendment No. 1, dated as of November 3, 1993, to the            
Series A Warrant Agreement (Exhibit 10.11 to the            
Company's Annual Report on Form 10-K (File No. 1-163)       
for the fiscal year ended January 29, 1994)                 

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SIGNATURE                 

Pursuant to the requirements of Section 12 of the Securities          
Exchange Act of 1934, the Company has duly caused this                          
registration statement to be signed on its behalf by the                        
undersigned, thereto duly authorized.                                           

       FEDERATED DEPARTMENT STORES, INC.

Date:  May 17, 1995        By:      /s/ Dennis J. Broderick                     
 Name:   Dennis J. Broderick
    Title:  Senior Vice President,
                   Secretary and General Counsel

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                                                                [Download Table]
                          EXHIBIT INDEX                          

EXHIBIT                                             SEQUENTIALLY 
NUMBER                        EXHIBIT               NUMBERED PAGE

                                                                 
1.        Form S-4 (incorporated herein by               *       
          reference)                                             

2.        Certificate of Incorporation                   *       
          (incorporated by reference to Exhibit                  
          3.1 to the Company's Form 10-K (File No.               
          1-13536) for the fiscal year ended January             
          28, 1995 (the "1995 Form 10-K"))                       

3.        Certificate of Designations of Series A        *       
          Junior Participating Preferred Stock                   
          (incorporated by reference to Exhibit                  
          3.1.1 to the 1995 Form 10-K)                           

4.        By-Laws (incorporated by reference to          *       
          Exhibit 3.2 to the 1995 Form 10-K)                     

5.        Series A Warrant Agreement (incorporated       *       
          by reference to Exhibit 10.6 to the                    
          Company's Registration Statement on                    
          Form 10 (File No. 1-10951), filed                      
          November 27, 1991, as amended)                         

6.        Form of specimen Series A Warrant              *       
          Certificate (included as Exhibit A                     
          to the Series A Warrant Agreement filed                
          as Exhibit 5 hereto)                                   

7.        Amendment No. 1, dated as of November 3,       *       
          1993, to the Series A Warrant Agreement                
          (Exhibit 10.11 to the Company's Annual                 
          Report on Form 10-K (File No. 1-163) for               
          the fiscal year ended January 29, 1994)                
_____________________                                            
* Incorporated by reference.                                     

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
		2/15/96		3
Filed on:		5/17/95		4
		1/28/95		3		5			10-K
		1/29/94		3		5
		11/3/93		3
		2/4/92		2
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