Bond Macey's Holdings 6.7% ( US577778CE17 ) in USD

Macey's Holdings

80.389 % ▼

United States

US577778CE17 ( in USD )

6.7% per year ( payment 2 times a year)

15/07/2034

Prospectus brochure of the bond Macy's Retail Holdings US577778CE17 en USD 6.7%, maturity 15/07/2034

1 000 USD

399 830 000 USD

577778CE1

BB+ ( Non-investment grade speculative )

Ba2 ( Non-investment grade speculative )

15/07/2025 ( In 78 days )

Macy's Retail Holdings, Inc. is an American multinational department store chain operating primarily under the Macy's and Bloomingdale's brands, offering a wide range of apparel, home goods, cosmetics, and other merchandise through its stores and online platforms.

The Bond issued by Macey's Holdings ( United States ) , in USD, with the ISIN code US577778CE17, pays a coupon of 6.7% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/07/2034

The Bond issued by Macey's Holdings ( United States ) , in USD, with the ISIN code US577778CE17, was rated Ba2 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by Macey's Holdings ( United States ) , in USD, with the ISIN code US577778CE17, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

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424B3 1 c89022b3e424b3.htm FORM 424B3
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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-12007
PROSPECTUS
The May Department Stores Company
Offer to Exchange
$400,000,000 aggregate principal amount of 3.95% Notes due 2007,
$600,000,000 aggregate principal amount of 4.80% Notes due 2009,
$500,000,000 aggregate principal amount of 5.75% Notes due 2014,
$300,000,000 aggregate principal amount of 6.65% Debentures due 2024 and
$400,000,000 aggregate principal amount of 6.70% Debentures due 2034
that have been registered under the Securities Act of 1933
for any and all outstanding
3.95% Notes due 2007,
4.80% Notes due 2009,
5.75% Notes due 2014,
6.65% Debentures due 2024 and
6.70% Debentures due 2034
that have not been registered under the Securities Act of 1933
The May Department Stores Company, a New York corporation, is offering to exchange up to $400,000,000
aggregate principal amount of 3.95% Notes due 2007, $600,000,000 aggregate principal amount of 4.80% Notes
due 2009, $500,000,000 aggregate principal amount of 5.75% Notes due 2014, $300,000,000 aggregate principal
amount of 6.65% Debentures due 2024 and $400,000,000 aggregate principal amount of 6.70% Debentures due
2034 that have been registered under the Securities Act of 1933 (which we refer to as the exchange securities) for
a like aggregate principal amount of 3.95% Notes due 2007, 4.80% Notes due 2009, 5.75% Notes due 2014,
6.65% Debentures due 2024 and 6.70% Debentures due 2034, respectively, that were previously issued without
registration under the Securities Act (which we refer to as the old securities). The May Department Stores
Company, a Delaware corporation and the parent company of the issuer, unconditionally guarantees the exchange
securities as to payments of principal and interest.
The exchange securities are being offered in order to satisfy certain of our obligations under the registration
rights agreement entered into in connection with the placement of the old securities. The terms of the exchange
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securities of each series are identical in all material respects to the terms of the old securities of that series, except
that the transfer restrictions, registration rights, additional interest provisions, the right to vote as a separate class
and certain mandatory redemption provisions applicable to the old securities of each series will not apply to the
exchange securities of that series.
The Exchange Offer:
· Expiration: 5:00 p.m., New York City time, on December 14, 2004, unless we extend the expiration date in our
sole and absolute discretion.

· Conditions: The exchange offer is not conditioned upon any minimum aggregate principal amount of
outstanding old securities of any series being tendered.

· Tendered Notes: We will issue exchange securities of each series in exchange for all old securities of that series
that are validly tendered and not withdrawn prior to the expiration or termination of the exchange offer. If you
fail to tender your outstanding old securities, you will continue to hold unregistered securities and your ability
to transfer them could be adversely affected.

· Withdrawal: You may withdraw tenders of old securities of any series at any time prior to the expiration or
termination of the exchange offer for that series.

· Tax Consequences: The exchange of exchange securities of any series for the old securities of that series will
not be a taxable event for U.S. federal income tax purposes.

· Proceeds: We will not receive any cash proceeds from the exchange offer.

· Trading: There is no established trading market for the exchange securities and we do not intend to apply for
listing of the exchange securities on any securities exchange.
See the section entitled "Risk Factors" that begins on page 9 for a discussion of the factors
that you should consider prior to tendering your old securities for exchange securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
The date of this prospectus is November 12, 2004
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Table of Contents
NOTICES TO CERTAIN EUROPEAN RESIDENTS
Federal Republic of Germany
The offering of the exchange securities is not a public offering in the Federal Republic of Germany. The
exchange securities may only be acquired in accordance with the provisions of the Securities Sales Prospectus
Act (Wertpapierverkaufsprospektgesetz), as amended, and any other applicable German law. No application has
been made under German law to publicly market the exchange securities in or out of the Federal Republic of
Germany so that no public offer of the exchange securities or public distribution may be made in or out of the
Federal Republic of Germany. The exchange securities are not registered or authorized for distribution under the
Securities Sales Prospectus Act and accordingly may not be, and are not being, offered or advertised publicly or
by public promotion. Therefore, the offer is strictly for private use and the offer is only being made to recipients
to whom the document is personally addressed and does not constitute an offer or advertisement to the public.
The exchange securities will only be available to persons who, by profession, trade or business, buy or sell
securities for their own or a third party's account.
United Kingdom
In the United Kingdom, the exchange securities will only be available for subscription pursuant to the
offering to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances that will not
constitute an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities
Regulations 1995, as amended. This prospectus is being distributed in the United Kingdom only to persons of the
kind described in Article 19(5) ("investment professionals") or Article 49(2) ("high net worth companies,
unincorporated associations etc.") of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2001, as amended, or to persons to whom it may otherwise lawfully be issued (collectively, "relevant persons").
By accepting delivery of this prospectus the recipient warrants and acknowledges that it is a relevant person. This
communication must not be acted or relied upon by persons who are not relevant persons.
France
In France, the exchange securities may not be directly or indirectly offered or sold to the public, and offers
and sales of the exchange securities will only be made in France to qualified investors or to a closed circle of
investors acting for their own accounts, in accordance with Article L.411-2 of the Code Monétaire et Financier,
as amended, and Decree No. 98-880 dated October 1, 1998. Accordingly, this prospectus has not been submitted
to the Commission des Opérations de Bourse. Neither this prospectus nor any other offering material may be
distributed to the public in France. In the event that the exchange securities purchased by investors are directly or
indirectly offered or sold to the public in France, the conditions set forth in Articles L.412-1 and L.621-8 of the
Code Monétaire et Financier must be complied with.
NOTICE ABOUT INFORMATION CONTAINED IN THIS PROSPECTUS
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You should rely only on the information contained in this prospectus or any supplement and any information
incorporated by reference in this prospectus or any supplement. We have not authorized any other person to
provide you with different information. If anyone provides you with different or inconsistent information, you
should not rely on it. You should disregard anything we said in an earlier document that is inconsistent with what
is in or incorporated by reference in this prospectus.
You should assume that the information in this prospectus or any supplement is accurate only as of the date
on the front page of this prospectus. Our business, financial condition, results of operations and prospects may
have changed since that date and may change again.
i
TABLE OF CONTENTS

Page
Forward-Looking Statements
ii
Summary
1
Risk Factors
9
Use of Proceeds
11
Selected Financial Data of the Guarantor
12
Ratio of Earnings to Fixed Charges
13
The Exchange Offer
13
Description of the Exchange Securities
21
Certain U.S. Federal Income Tax Considerations
30
Plan of Distribution
33
Legal Matters
34
Experts
34
Incorporation by Reference
35
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated or deemed to be incorporated by reference in this prospectus
may contain forward-looking statements within the meaning of the federal securities laws. These forward-looking
statements are subject to a number of risks and uncertainties and should not be relied upon as predictions of
future events. Some of these forward-looking statements can be identified by the use of forward-looking
terminology such as "believes," "expects," "may," "will," "should," "intends," "plans," "pro forma," "estimates"
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or "anticipates" or the negative or other variations of those terms or comparable terminology. These statements
are based on assumptions that we have made in light of our experience in the industry as well as our perceptions
of historical trends, current operations, expected future developments and other factors we believe are appropriate
under the circumstances. Actual results could differ materially from those currently anticipated as a result of a
number of factors. Those factors include, among other things, the competitive environment in the retailing
industry in general and in the specific market areas in which we operate, including consumer confidence, changes
in discretionary consumer spending, changes in costs of goods and services and economic conditions in general,
unseasonable weather and those risks generally associated with our recent acquisition of the Marshall Field's
department store group and the integration of Marshall Field's with May. Further, there can be no assurance that
the integration of Marshall Field's with May will be successful or without unanticipated costs or that anticipated
synergies or other benefits will be realized.
These and other factors that could cause or contribute to actual results differing materially from these
forward-looking statements are discussed in greater detail elsewhere in this prospectus and in the documents
incorporated and deemed to be incorporated by reference in this prospectus. We undertake no responsibility to
revise the forward-looking statements included in this prospectus to reflect any future events or circumstances.
ii
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Table of Contents
SUMMARY
The following summary highlights selected information about us and this exchange offer. This summary
does not contain all the information that may be important to you in deciding whether to participate in the
exchange offer. We encourage you to read the entire prospectus, the related letter of transmittal and the
documents incorporated and deemed to be incorporated by reference before you participate in this
exchange offer. In this prospectus, references to "May," "we," "our" and "us" and similar references
mean The May Department Stores Company, a New York corporation and the issuer of the exchange
securities. References to "Guarantor" refer to our parent company, The May Department Stores Company,
a Delaware corporation.
The Issuer
May is one of the nation's largest retailing companies. We operate seven quality regional department
store divisions nationwide under 12 long-standing and widely recognized trade names. As of October 2,
2004, we operated 497 department stores in 39 states and the District of Columbia. The department store
divisions, their headquarters and the markets served are:

Department Store Divisions:
Headquarters:
Markets Served:
Famous Barr, L.S. Ayres and
St. Louis
23 markets, including St. Louis Metro;

The Jones Store
Kansas City Metro; and Indianapolis
Filene's and Kaufmann's
Boston
39 markets, including Boston Metro;
Pittsburgh; Cleveland; Southern

Connecticut; Providence Metro; Hartford;
Buffalo; Rochester; and Columbus
Foley's
Houston
22 markets, including Houston; Dallas/

Fort Worth; Denver; San Antonio;
Austin; and Oklahoma City
Hecht's and Strawbridge's
Washington, D.
20 markets, including Washington, D.C.
C.
Metro; Philadelphia Metro; Baltimore;

Norfolk; Nashville; Richmond; Charlotte;
Greensboro; and Raleigh-Durham
Lord & Taylor
New York City
27 markets, including New York/
New Jersey Metro; Chicago; Boston;

Philadelphia Metro; Washington, D.C.
Metro; and Detroit
Marshall Field's
Minneapolis
25 markets, including Chicago; Detroit;

and Minneapolis
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Robinsons-May and
Los Angeles
15 markets, including Los Angeles/
Meier & Frank
Orange County; Riverside/

San Bernardino; Phoenix; San Diego;
Las Vegas; Portland/ Vancouver Metro;
and Salt Lake City
May was organized under the laws of the State of New York on June 4, 1910. We employ
approximately 124,000 people in 39 states and the District of Columbia. Our principal office is at 611 Olive
Street, St. Louis, Missouri 63101-1799, and our telephone number is 314-342-6300.
The Guarantor
The Guarantor was organized under the laws of the State of Delaware. The Guarantor became the sole
shareowner of May pursuant to a statutory share exchange implemented on May 24, 1996, which resulted in
changing the state of incorporation of the publicly traded company from New York to Delaware. The
Guarantor's principal office is at 611 Olive Street, St. Louis, Missouri 63101-1799, and its telephone
number is 314-342-6300.
1
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Table of Contents
In addition to the department stores operations, the Guarantor also operates two captive insurance
companies, a merchandise design and sourcing company and a bridal group. The bridal group includes some
of the most recognized names in the wedding industry, including David's Bridal, After Hours Formalwear
and Priscilla of Boston. The bridal group employs approximately 10,000 people in 45 states and Puerto
Rico. David's Bridal is the nation's largest retailer of bridal gowns and bridal-related merchandise and
offers a variety of special occasion dresses and accessories, operating 223 stores in 44 states and Puerto
Rico. After Hours Formalwear is the largest tuxedo rental and sales retailer in the United States, operating
457 stores in 30 states. Priscilla of Boston is one of the most highly recognized upscale bridal retailers in the
United States, operating 11 stores in nine states.
Recent Developments
Effective July 31, 2004, we completed the acquisition of the Marshall Field's department store group
from Target Corporation. Marshall Field's is a traditional department store that emphasizes fashion
leadership, quality merchandise and superior guest services. It is headquartered in Minneapolis and operates
62 stores, primarily in the Chicago, Minneapolis and Detroit metropolitan areas. Locations include the
flagship store on State Street in the Chicago Loop and other important flagship stores in Detroit,
Minneapolis and suburban Chicago. We acquired substantially all the assets that comprise Marshall Field's,
including stores, inventory, customer receivables and distribution centers in Chicago, Detroit and
Minneapolis, and assumed certain liabilities, including accounts payable and other accrued expenses. The
purchase price for Marshall Field's was $3.2 billion. We issued the old securities on July 20, 2004 and used
the net proceeds to finance a portion of the acquisition, with the remainder financed through $1.0 billion of
short-term borrowings and cash on hand. We are operating Marshall Field's as one of our stand-alone
department store divisions.
As part of the Marshall Field's transaction, we also acquired from Target Corporation the real estate
associated with nine Mervyn's store locations in the Minneapolis-St. Paul area. We have transferred four of
those nine store locations to third parties.
On August 24, 2004, we entered into a new five-year $1.4 billion revolving credit facility. This facility
replaced our prior $300 million 364-day facility that expired in July 2004 and our $700 million five-year
credit facility that was scheduled to expire on July 31, 2006. Under the terms of the new credit facility we
may obtain and utilize from time to time up to $1.4 billion in revolving credit loans for general corporate
purposes including, without limitation, acquisitions. We may increase the credit amount available under the
credit facility by up to $200 million at a later date. The Guarantor has guaranteed the loans and our other
obligations under the credit facility.
Reduction in Credit Rating on Our Debt Securities
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On July 12, 2004, Moody's Investor Services announced that it had lowered its rating on our senior
unsecured debt, which includes the old securities and will include the exchange securities, to "Baa2" from
"Baa1" as a result of the increase in our levels of debt resulting from the Marshall Field's transaction along
with the potential challenges to the timely integration of and improvement in the performance of the
acquisition. Moody's reaffirmed its "Prime-2" rating of our short-term debt. The rating outlook is stable. On
July 13, 2004, Standard & Poor's announced that it had lowered its rating on our long-term senior debt,
which includes the old securities and will include the exchange securities, to "BBB" from "BBB+" for
similar reasons. Standard & Poor's reaffirmed its "A-2" rating of our short-term debt. The rating outlook is
stable. Credit rating agencies may from time to time change their ratings on our debt securities, including
the old securities and the exchange securities, as a result of our operating results or actions we take or as a
result of a change in the views of the credit rating agencies regarding, among other things, the general
outlook for our industry or the economy. In addition, we are not able to predict with any certainty the effect
of the Marshall Field's transaction on our financial condition or results of operations, including cash flows
or earnings. We cannot provide any assurance that Moody's and Standard & Poor's or other rating agencies
will not reduce their ratings of our debt securities or place those debt securities on "watch lists" for possible
future downgrading. Any of these events will likely increase our costs of debt and other financing and have
an adverse
2
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