SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934 FEDERATED DEPARTMENT STORES, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 13-3324058 (State of Incorporation (I.R.S. Employer or Organization) Identification No.) 7 West Seventh Street, Cincinnati, Ohio 45202 and 1440 Broadway, New York, New York 10018 (Address of Principal Executive Offices) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instructions A.(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered 5% Convertible Notes New York Stock Exchange, due 2003 Inc. Securities to be registered pursuant to Section 12(g) of the Act: None. - ------------------------------------------------------------ INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. The description of the securities to be registered hereby is included in a prospectus filed by the Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the registration of such securities under the Securities Act pursuant to a Registration Statement on Form S-3 (Registration No. 33-59691). Such prospectus is incorporated herein by reference. Item 2. Exhibits. 4.1 Indenture, dated as of December 15, 1994, between the Registrant and The First National Bank of Boston, as Trustee (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-3 (File No. 33-88328), filed with the Commission on January 9, 1995, and incorporated herein by reference). 4.2 Fourth Supplemental Indenture, dated as of September 27, 1995, between Federated Department Stores, Inc. and State Street Bank and Trust Company (successor to The First National Bank of Boston), as Trustee. 4.3 Form of Note (included in the Fourth Supplemental Indenture filed as Exhibit 4.2 hereto). 4.4 Third Supplemental Indenture, dated as of January 23, 1995, between the Registrant and The First National Bank of Boston, as Trustee (filed as Exhibit 4.4.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 28, 1995, and incorporated herein by reference). 4.5 Fifth Supplemental Indenture, dated as of October 6, 1995, between the Registrant and The First National Bank of Boston, as Trustee (filed as Exhibit 2 to the Registrant's Registration Statement on Form 8-A dated October 4, 1995, and incorporated herein by reference). 10.1 Credit Agreement, dated as of December 19, 1994, between the Registrant, the Initial Lenders named therein, Citibank, N.A., as Administrative Agent, Chemical Bank, N.A., as Agent, Citicorp Securities, Inc., as Arranger, and Chemical Securities, Inc., as Co-Arranger (filed as Exhibit 4 to the Registrant's Form 8-A, filed with the Commission on January 18, 1995, and incorporated herein by reference). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. FEDERATED DEPARTMENT STORES, INC. Date: November 29, 1995 By: \s\ Dennis J. Broderick Name: Dennis J. Broderick Title: Senior Vice President, Secretary and General Counsel EXHIBIT INDEX Exhibit Sequentially Number Exhibit Numbered Page 4.1 Indenture, dated as of December N/A 15, 1994, between the Registrant and The First National Bank of Boston, as Trustee (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-3 (File No. 33-88328), filed with the Commission on January 9, 1995, and incorporated herein by reference). 4.2 Fourth Supplemental Indenture, dated 5 as of September 27, 1995, between Federated Department Stores, Inc. and State Street Bank and Trust Company (successor to The First National Bank of Boston), as Trustee. 4.3 Form of Note (included in the Fourth N/A Supplemental Indenture filed as Exhibit 2 hereto). 4.4 Third Supplemental Indenture, dated as N/A of January 23, 1995, between the Registrant and The First National Bank of Boston, as Trustee (filed as Exhibit 4.4.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 28, 1995, and incorporated herein by reference). 4.5 Fifth Supplemental Indenture, dated as N/A of October 6, 1995, between the Registrant and The First National Bank of Boston, as Trustee (filed as Exhibit 2 to the Registrant's Registration Statement on Form 8-A dated October 4, 1995, and incorporated herein by reference). 10.1 Credit Agreement, dated as of December N/A 19, 1994, between the Registrant, the Initial Lenders named therein, Citibank, N.A., as Administrative Agent, Chemical Bank, N.A., as Agent, Citicorp Securities, Inc., as Arranger, and Chemical Securities, Inc., as Co-Arranger (filed as Exhibit 4 to the Registrant's Form 8-A, filed with the Commission on January 18, 1995, and incorporated herein by reference).