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: June 23, 2008
MACY’S, INC.
7 West Seventh Street, Cincinnati, Ohio 45202
(513) 579-7000
-and-
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 |
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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)) |
Item 8.01. Other Events.
On June 23, 2008, Macy’s, Inc. (“Macy’s”) and its wholly owned subsidiary, Macy’s Retail
Holdings, Inc. (“Macy’s 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 $650
million aggregate principal amount of Macy’s Holdings’ 7.875% Senior Notes due 2015, which will be
fully and unconditionally guaranteed by Macy’s. 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 Fifth Supplemental Indenture contemplated to be entered into, among Macy’s
Holdings, as issuer, Macy’s, 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 Macy’s, Macy’s 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 and (ii) hold positions in Macy’s
Holdings’ debt securities.
Macy’s Holdings intends to use the net proceeds of the offering for general corporate
purposes, which may include the payment of amounts due on $500 million of senior notes that mature
in September 2008 and $150 million of senior notes that mature in November 2008.
In connection with the offering of the senior notes, Macy’s 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 |
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1.1
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Underwriting Agreement, dated June 23, 2008, among Macy’s Retail
Holdings, Inc., Macy’s, Inc. and the underwriters named therein |
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5.1
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Opinion of Jones Day |
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12.1
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Statement Regarding Computation of Ratio of Earnings to Fixed Charges |
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23.1
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Consent of Jones Day (included in Exhibit 5.1 hereof) |
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