Information concerning the merger, including a general description of its tax consequences, can be found in the joint proxy statement/prospectus filed with the SEC on May 27, 2005. Please follow this link to the document: SEC filings-All. Select the May 27, 2005 document entitled DEF 14A Official notification to shareholders of matters to be brought to a vote ("Proxy") and see the section beginning on page 103.
A holder of May common stock who receives cash and Federated common stock in the merger will recognize gain equal to the lesser of (i) the excess of the sum of the fair market value of the Federated common stock received by the holder in exchange for May common stock and the amount of cash received by the holder (excluding any cash received in lieu of fractional shares) in exchange for May common stock over the holder's tax basis in the May common stock and (ii) the amount of cash received by the holder in exchange for May common stock (excluding any cash received in lieu of fractional shares). No loss will be recognized by holders of May common stock in the merger, except, possibly, in connection with the receipt of cash in lieu of fractional shares, as discussed below.
The gain recognized will be capital gain unless the receipt of cash by the holder of May common stock has the effect of a distribution of a dividend, in which case the gain will be treated as ordinary dividend income to the extent of the holder's ratable share of accumulated earnings and profits as calculated for United States federal income tax purposes. In determining whether a holder's receipt of cash has the effect of a distribution of a dividend, the holder will be treated as if it first exchanged all of its Federated common stock for May common stock and then Federated immediately redeemed a portion of the May common stock for the cash that the holder actually received pursuant to the merger agreement.
The IRS has indicated in rulings that any reduction in the interest of a minority stockholder that owns a small number of shares in a publicly and widely held corporation and that exercises no control over corporate affairs would result in capital gain as opposed to dividend treatment. In determining the interest of a stockholder in a corporation, the constructive ownership rules that apply for United States federal income tax purposes must be taken into account. This same analysis could apply to cash received by a holder of May common stock in lieu of fractional shares. Any gain recognized by a holder of May common stock will be long-term capital gain if the holder's holding period of the May common stock is more than one year. Capital gains of individuals derived in respect of capital assets held for more than one year are eligible for reduced rates of taxation.
The aggregate tax basis of the Federated common stock received(including fractional shares deemed received and redeemed as described below) will be equal to the aggregate tax basis of the May common stock surrendered, reduced by the amount of cash the holder of May common stock receives (excluding any cash received in lieu of fractional shares), and increased by the amount of gain that the holder of May common stock recognizes, but excluding any gain or loss from the deemed receipt and redemption of fractional shares described below. The holding period of Federated common stock received by a holder of May common stock in the merger will include the holding period of the holder's May common stock.
Cash received by a holder of May common stock in lieu of fractional shares will be treated as if the holder received the fractional shares in the merger and then received the cash in a redemption of the fractional shares. The holder should recognize capital gain or loss equal to the difference between the amount of the cash received in lieu of fractional shares and the portion of the holder's tax basis allocable to the fractional shares. Under the circumstances described in the preceding paragraph, the receipt of cash in lieu of fractional shares could also have the effect of a distribution of a dividend.
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Investors who are registered holders of May common stock should have received a packet of information in the mail from The Bank of New York within approximately two weeks of the August 30, 2005 Effective Date of the merger. This packet has information on how to exchange May common stock for the merger consideration, which is $17.75 in cash and 0.3115 shares of Macy's, Inc. common stock, plus cash in lieu of fractional shares, for each share of May common. If you are a registered May shareholder and have not received your packet, please call The Bank of New York at 1-800- 292-2301.
Documents available for download
Click here to view the May Company 2004 Annual Report
Click here to view the May Company Form 10K
Click here to view the May Company 2005 Fact Book
Click here to continue to the May Company SEC filings page
The information on this page is being made available as a convenience only and is provided without warranty of any kind. Neither Macy's, Inc. nor any of its affiliates, officers, employee, or agents shall have any responsibility or liability in connection with your use of this information or any errors or omissions contained in it. Any legal or tax related questions you have should be directed to your own attorney or tax expert.
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Click here to view the Payless Spin-off - Tax Information
Federated believes that the new name more accurately reflects the transformation of our business in recent years. Today we are a brand-driven company focused on Macy’s and Bloomingdale’s, not a federation of department stores. By aligning our corporate name with our largest brand, we will increase the visibility of the company with customers, leverage the world-famous Macy’s brand name, and get more credit for our accomplishments in the marketplace.
If the shareholders approve the proposal at the annual shareholders meeting on May 18, 2007, the name change will become effective on June 1, 2007.
Yes, the stock will continue to trade on the NYSE. The only things changing are the name and the ticker symbol to "M".
You do not need to take any action regarding your stock registration or dividends.
You do not need to get a new stock certificate if you have a Federated Department Stores certificate. The name change does not affect the validity or transferability of the stock certificate at all.
Yes. The name change will not affect the number of shares that you currently own.
The name change will not impact the amount of the dividends.
If you are already enrolled in the DRIP this name change has no impact. If you would like to enroll at this time, see the DRIP/Stock Purchase section of the website.
It will not affect your dividend payments. They will appear in the specified account as usual without any need for action on your part.
Neither the Bank of New York nor Federated provides tax advice to others. Please consult your personal tax advisor.
This does not change the number of shares that former May shareholders will receive when they exchange for Macy’s, Inc. stock.
Please refer to the 2/27/07 and 3/28/07 press releases for more information, in the Press Releases section of the web site.
On May 19, 2006, the Macy’s, Inc. board of directors approved a two-for-one stock split of Macy’s, Inc. common stock. The split is structured in the form of a 100% stock dividend, payable June 9, 2006 to shareholders of record on May 26, 2006. As a result of the stock split, each shareholder will receive one additional share of common stock for each share of common stock owned as of the close of business on the record date. To assist our shareholders in their understanding of the stock split, we have provided answers to the following frequently asked questions:
For a PDF version of this FAQ, click here.
For the press release, click here.
A 100% stock dividend is a common way to implement a two-for-one stock split. On the payment date, June 9, 2006, each stockholder will receive one additional share of stock for each share owned as of the close of business on the record date, May 26, 2006. Since there will be twice as many shares after the split, each share will be worth half of what it was worth immediately prior to the split, while the overall value of a stockholder’s investment remains the same.
The difference between a stock split in the form of a dividend and a stock split not in the form of a dividend is that the shares will continue to trade under the same CUSIP number.
A 2-for-1 split means the investor will have twice as many shares as he or she had on the close of business on the record date, at half the market price per share. Here’s an example: If an investor owns 100 shares of FD as of the record date and the market price is $74.00/share, that investor’s total value is $7,400.00. After the split, the investor will have a total of 200 shares of stock, but the market price will be $37.00/share. The investor’s total investment value in FD remains the same at $7,400.00 until the stock price moves up or down.
Record Date - May 26, 2006: This date exists to determine which shareholders are entitled to receive additional shares due to the split.
Mailing / Payment Date / Distribution Date - June 9, 2006: This is the date when The Bank of New York, Macy’s, Inc.’s stock transfer agent, will mail you a Statement of Account or Direct Registration ("DRS") Transaction Advice detailing the split transaction and the number of additional shares. Please note that the Direct Registration transaction Advice or Statement of Account form reflects only shares held in your Registered Shareholder account or BuyDIRECTsm account with The Bank of New York. Make sure to retain the DRS Transaction Advice or Statement of Account in a safe place, because Macy’s, Inc. is no longer issuing stock certificates. If you have any questions, please contact Bank of New York at 1-866-337-3311.
Ex-Date for the stock split - June 12, 2006 : This is the date when Macy’s, Inc. common shares will trade on NYSE at the new split-adjusted price, reflecting the doubling of the number of outstanding shares.
Yes. Please log on to www.stockbny.com and click on the "Log In" link in the "Shareholder Account Access" section to get started.
If you hold Macy’s, Inc. common stock in a brokerage account, the additional shares will be sent directly to your broker for credit to your brokerage account. Please contact your broker directly for an account statement reflecting the additional shares credited to your account as a result of the split, or with any questions regarding your brokerage account.
These actions reflect our confidence in the future operating results and cash flow of the company, as well as our ongoing determination to build long-term shareholder value.
No, this stock split will not change the proportionate interest a stockholder maintains in Macy’s, Inc. (e.g. a person owning 1 percent of Macy’s, Inc. common stock before the split will continue to own 1 percent of Macy’s, Inc. stock after the split).
There is no cost to you in connection with the stock split.
This will be the first stock split since Macy’s, Inc. was listed in its current form on the New York Stock Exchange in February 1992.
No. The par value will remain at $0.01 per share.
With the stock split, Macy’s, Inc.’s quarterly dividend will be 12.75 cents per outstanding common share, payable July 3, 2006, to Macy’s, Inc. shareholders of record at the close of business on June 16, 2006.
No. You will not have to pay taxes on your receipt of your new shares. Macy’s, Inc.’s distribution of the new shares to you pursuant to the stock split is considered to be a nontaxable stock distribution for U.S. Federal income tax purposes.
Following the stock split, you will need to allocate your pre-split tax basis in your old Macy’s, Inc. shares equally between your old Macy’s, Inc. shares and your new Macy’s, Inc. shares. Consequently, 50% of the pre-split tax basis in your old Macy’s, Inc. shares will be allocated to your old Macy’s, Inc. shares and the remaining 50% will be allocated to your new Macy’s, Inc. shares. For a shareholder who owns several blocks of Macy’s, Inc. stock that were purchased at different times, this allocation must be done on a block by block basis.
You should consult with your own personal tax advisor if you have any questions regarding your own specific facts and circumstances.
Your DRIP share count will double.
Direct Registration is a form of electronic registration of stock ownership that enables Macy’s, Inc. shareholders to be directly registered on the books of The Bank of New York, as agent for Macy’s, Inc., with no need for physical stock certificates.
Direct Registration should be very convenient for you. The benefits include:
Yes. You may elect to deposit the shares represented by your existing stock certificates into your account at The Bank of New York. To deposit stock certificates, send them via Registered Mail return-receipt requested, to the Bank. Please do not sign the stock certificate(s). You should include the bottom (detachable) section of your Direct Registration Transaction Advice or Statement of Account form with your written instructions regarding the deposit, and mail them to:
C/o BNY Mellon Shareowner Services
P.O. Box 358015
Pittsburgh, PA 15252-8015
We recommend the you insure the package for 2% of the value of the shares being mailed [Value = Number of Shares X Current Stock Price]. If you have any questions regarding this process contact Bank of New York at 1-866-337-3311.
Macy’s, Inc. is no longer issuing physical stock certificates. Your Direct Registration Transaction Advice will be your evidence of ownership of the shares.
Keep them - do not destroy them. The stock certificates are still valid. All your certificates should be kept in a safe place. However, as mentioned above, today most shares are kept in paperless fashion and shareholders with certificates have the option to conveniently convert all valid certificates to Direct Registration.
The 2006 proxy-voting season takes place prior to the Record Date of the stock split. There is no impact. Next year, assuming your holdings are unchanged and if the total number of shares outstanding were to be unchanged, you would vote twice as many shares, but your proportionate vote would remain the same relative to other shareholders.
This process is unchanged. You may sell shares through your stockbroker or through The Bank of New York’s BuyDIRECTsm Dividend Reinvestment Plan. For more information, contact them at 1-866-337-3311 or www.stockbny.com.
Contact The Bank of New York for directions on how to submit your May shares for exchange into Macy’s, Inc. common stock and cash. The number of FD shares you are entitled to receive as compensation for your May shares pursuant to the merger will simply double. Your cash consideration remains the same. Please contact the Reorganization Department at The Bank of New York at 1-800-292-2301.
The Bank of New York is the transfer agent and registrar for Macy’s, Inc. common stock.
Monday - Friday from 8 a.m. to 8 p.m. (Eastern)
TDD for the hearing impaired:
C/o BNY Mellon Shareowner Services
P.O. Box 358015
Pittsburgh, PA 15252-8015