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 or Organization) (I.R.S. Employer 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 If this form relates to the registration of a class of registration of a class of debt debt securities and is securities and is to become effective effective upon filing pursuant simultaneously with the effectiveness to General Instruction A(c)(1) of a concurrent registration statement please check the following box /X/ under the Securities Act of 1933 pursuant to General Instruction 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 ------------------- ------------------------------ 7.45% Senior Debentures Due 2017 New York Stock Exchange, Inc. 6.79% Senior Debentures Due 2027 New York Stock Exchange, Inc. -------------------------------- ------------------------------ Securities to be registered pursuant to Section 12(g) of the Act: None ------------------------------------------------------------------------------ (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The description of the securities 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") on July 11, 1997, in connection with the registration of such securities under the Securities Act pursuant to a Registration Statement on Form S-3 (Registration No. 33-64973). Such prospectus shall be deemed to be incorporated by reference herein. ITEM 2. EXHIBITS. 1. Indenture, dated as of December 15, 1994, between the Registrant and State Street Bank and Trust Company (successor to The First National Bank of Boston), as Trustee (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-3 (Registration No. 33-88328) filed with the Commission on January 9, 1995, and incorporated herein by reference) 2. Form of Eighth Supplemental Trust Indenture, dated as of July 14, 1997, between the Registrant and State Street Bank and Trust Company (successor to The First National Bank of Boston), as Trustee (filed as Exhibit 2 to the Registrant's Current Report on Form 8-K filed with the Commission on July 15, 1997, and incorporated herein by reference) 3. Form of 7.45% Senior Debenture due 2017 (included in Exhibit 2) 4. Form of Ninth Supplemental Trust Indenture, dated as of July 14, 1997, between the Registrant and State Street Bank and Trust Company (successor to The First National Bank of Boston), as Trustee (filed as Exhibit 3 to the Registrant's Current Report on Form 8-K filed with the Commission on July 15, 1997, and incorporated herein by reference) 5. Form of 6.79% Senior Debenture due 2027 (included in Exhibit 4) -2- 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. (Registrant) Date: July 15, 1997 By: /s/Dennis J. Broderick --------------------------------------------- Name: Dennis J. Broderick Title: Senior Vice President, General Counsel and Secretary -3- EXHIBIT INDEX Exhibit Number Exhibit ------ ------- 1. Indenture, dated as of December 15, 1994, between the Registrant and State Street Bank and Trust Company (successor to The First National Bank of Boston), as Trustee (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-3 (Registration No. 33-88328) filed with the Commission on January 9, 1995, and incorporated herein by reference) 2. Form of Eighth Supplemental Trust Indenture, dated as of July 14, 1997, between the Registrant and State Street Bank and Trust Company (successor to The First National Bank of Boston), as Trustee (filed as Exhibit 2 to the Registrant's Current Report on Form 8-K filed with the Commission on July 15, 1997, and incorporated herein by reference) 3. Form of specimen 7.45% Senior Debenture due 2017 (included in Exhibit 2) 4. Form of Ninth Supplemental Trust Indenture, to be dated as of July 14, 1997, between the Registrant and State Street Bank and Trust Company (successor to The First National Bank of Boston), as Trustee (filed as Exhibit 3 to the Registrant's Current Report on Form 8-K filed with the Commission on July 15, 1997, and incorporated herein by reference) 5. Form of specimen 6.79% Senior Debenture due 2027 (included in Exhibit 4) -4-