Federated to Submit Board Declassification to Shareholders.CINCINNATI -- Federated Connected and treated as one. See federated database and federated directories. Department Stores, Inc. (NYSE NYSE See: New York Stock Exchange :FD) (PCX (1) A bitmapped graphics file format that handles monochrome, 2-bit, 4-bit, 8-bit and 24-bit color and uses RLE to achieve compression ratios of approximately 1.1:1 to 1.5:1. Images with large blocks of solid colors compress best under the RLE method. See PC Paintbrush. :FD) said today that in May 2005 its board of directors intends to submit to shareholders a binding proposal to amend Federated's certificate of incorporation certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof. and bylaws The rules and regulations enacted by an association or a corporation to provide a framework for its operation and management. Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an to declassify de·clas·si·fy tr.v. de·clas·si·fied, de·clas·si·fy·ing, de·clas·si·fies To remove official security classification from (a document). de·clas its board of directors. The company's current certificate of incorporation and bylaws divide the board into three classes, with directors elected to staggered three-year terms. If the new proposal is approved by a majority vote of shareholders, at the expiration of his or her current term each director will stand for election to a one-year term at each annual meeting of stockholders, beginning with the company's May 2006 annual meeting. The proposed amendments won't shorten the current term of any director now serving on the Federated board. A non-binding shareholder proposal to declassify the board received a majority vote at the company's 2003 annual meeting. The board believes that submitting the declassification de·clas·si·fy tr.v. de·clas·si·fied, de·clas·si·fy·ing, de·clas·si·fies To remove official security classification from (a document). de·clas proposal to a binding vote of the company's shareholders is the appropriate response to that vote, and is in keeping with the company's commitment to good corporate governance. Federated, with corporate offices in Cincinnati and New York, is one of the nation's leading department store retailers, with annual sales of more than $15.2 billion. Federated operates more than 450 stores in 34 states, Guam and Puerto Rico under the names of Macy's, Bloomingdale's, Bon-Macy's, Burdines-Macy's, Goldsmith's-Macy's, Lazarus-Macy's and Rich's-Macy's. The company also operates macys.com and Bloomingdale's By Mail. http://www.fds.com This release contains certain forward-looking statements that reflect current views of the financial performance and future events of Federated. The words "expect," "plan," "think," "believe" and other similar expressions identify forward-looking statements. Any such forward-looking statements are subject to risks and uncertainties. Future results of the operations of Federated could differ materially from historical results or current expectations because of a variety of factors that affect the company, including transaction costs associated with the renovation, conversion and transitioning of company retail stores in regional markets; the outcome and timing of sales and leasing in conjunction with the disposition of company retail store properties; the retention, reintegration reintegration /re·in·te·gra·tion/ (-in-te-gra´shun) 1. biological integration after a state of disruption. 2. restoration of harmonious mental function after disintegration of the personality in mental illness. and transitioning of displaced company employees; competitive pressures from department and specialty stores, general merchandise stores, manufacturers' outlets, off-price and discount stores, and all other retail channels; and general consumer-spending levels, including the impact of the availability and level of consumer debt, and the effects of weather and other factors identified in documents filed by the company with the SEC. (NOTE: Additional information on Federated, including past news releases, is available at www.fds.com/pressroom.) |
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