UNITED STATES 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: November 17, 2006
FEDERATED DEPARTMENT STORES, INC.
7 West Seventh Street, Cincinnati, Ohio 45202
(513) 579-7000
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151 West 34th Street, New York, New York 10001
(212) 494-1602
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| Delaware
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1-13536
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13-3324058 |
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(Commission File Number)
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(IRS Employer Identification No.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01. Other Events.
On
November 17, 2006, Federated Department Stores, Inc. (“Federated”) and its wholly owned subsidiary, Federated Retail Holdings, Inc. (“Federated Holdings”), entered into an underwriting
agreement with Banc of America Securities LLC, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc., as representatives of the underwriters named therein, in connection with the offer
and sale of $1.1 billion aggregate principal amount of Federated
Holdings’ 5.90% Senior Notes due 2016, which will be fully and unconditionally guaranteed by Federated. The
underwriting agreement includes the terms and conditions of the offer and sale of the senior notes,
indemnification and contribution obligations and other terms and conditions customary in agreements
of this type. The foregoing disclosure is qualified in its entirety by reference to the
underwriting agreement, which is attached hereto as Exhibit 1.1 and is incorporated herein by
reference.
The senior notes will be issued under an indenture, dated as of November 2, 2006, as
supplemented by the First Supplemental Indenture contemplated to be entered into, among Federated
Holdings, as issuer, Federated, as guarantor, and U.S. Bank National Association, as trustee.
Certain of the underwriters and their respective affiliates (i) have provided, and may in the
future provide, investment banking and/or commercial banking services to Federated, Federated
Holdings and their subsidiaries from time to time and have received, and will in the future
receive, customary fees in connection with providing these services, (ii) hold positions in
Federated Holdings’ debt securities, and/or (iii) are acting as broker/dealers in connection with
Federated Holdings’ previously announced tender offer to purchase certain of its debt securities.
Federated Holdings intends to use the net proceeds of the offering to fund amounts payable in
connection with its tender offer for certain of its outstanding debt securities.
In connection with the offering of the senior notes, Federated is filing certain other
exhibits to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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| Exhibit |
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Description |
1.1
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Underwriting Agreement, dated November 17, 2006, among
Federated Retail Holdings, Inc., Federated Department Stores,
Inc. and the underwriters named therein |
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5.1
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Opinion of Jones Day |
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23.1
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Consent of Jones Day (included in Exhibit 5.1 hereof) |
2