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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 9, 2006

 
 

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 Incorporation)

(Commission File Number)

(IRS Employer 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:

[   ] 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 8.01.

Other Events.

Effective June 9, 2006, in accordance with Rule 416(b) promulgated under the Securities Act of 1933, as amended, the number of shares of common stock, par value $0.01 per share, of Federated Department Stores, Inc. registered for sale under the Securities Act by Registration Statement Nos. 333-22737, 333-44373, 333-77089, 333-104017, 333-104204, 333-104205, 333-104207, 333-115712, 333-115714, 333-127941, 333-127942, 333-133078 and 333-133080 which remain unsold as of the close of business on June 9, 2006 have been deemed to be increased to reflect a two-for-one stock split in the form of a dividend of one share of common stock paid on each share of common stock outstanding as of the close of business on May 26, 2006.

 

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 9, 2006

By:   /s/ Joel A. Belsky

Name:  Joel A. Belsky

Title:  Vice President and Controller