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Federated, Macy Look Destined For Merger Pact

A merger agreement between Federated Department Stores and R.H. Macy & Co. appears imminent.

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Byline: DAVID MOIN and RICH WILNER


NEW YORK -- A merger agreement between Federated Department Stores and R.H. Macy & Co. appears imminent.


Although Federated declined comment, an announcement could come as early as today, according to sources close to the Ohio-based company. Macy's declined comment, a position it has maintained since last Friday when it said it intended to remain independent.


There were signs the rival retailers were moving yet closer to a merger agreement Tuesday following a late-afternoon meeting with the ceo's of both companies -- Allen I. Questrom of Federated and Macy's Myron E. Ullman -- according to Federated sources.


The meeting reportedly began around 4 p.m., and was held on neutral territory, which some observers interpreted as a symbol that an accord could be near.


"They're working out a deal," said a source close to Federated.


At press time, details of the meetings could not be learned.


Federated sources said Tuesday that Ullman is being advised by his attorneys to agree to a merger. Ullman has been strongly in favor of a Macy's stand-alone plan, but might have softened his position in the past few days.


A big blow to his efforts came Friday when Macy bondholders withdrew their support for the Macy plan after Federated sweetened its payout offer to them to $475 million from $400 million.


According to a source close to Federated, "There has been pressure put on him [Ullman] by Harvey Miller." Miller is Macy's lead attorney. "Miller," the source said, "thinks it may be now in the best interests of Macy's."


Miller could not be reached for comment Tuesday.


If there is a snag in the talks between Federated and Macy, Federated could pursue a different strategy that involves filing a motion to lift Macy's exclusive right to file a reorganization plan by Aug. 1.


Among the issues likely to have been discussed by Questrom and Ullman on Tuesday were Federated's merger strategies, consolidations and jobs, including those of Ullman and other top Macy executives. Macy's has roughly 30 key executives under contract.


On Monday, there were talks between Tom Schull, Macy's executive vice president who has been leading the reorganization efforts, and Cyrus Vance, the court-appointed mediator in the Macy Chapter 11 case. A source said they might have been just last-ditch efforts to pitch Macy's stand-alone plan.


While top Federated and Macy officials involved in the talks have apparently kept other senior executives in the dark, some of them who were contacted this week sensed that Federated is very close to getting what it wants.


Talks between representatives of Macy bondholders and Federated continued Tuesday, with non-financial issues -- such as which company has a better chance of getting its plan approved by bankruptcy court -- creeping into the spotlight for the first time.


"There are things beyond financial value, a lot of intangible things the bondholders' committee is considering," a source close to the committee said.


The main objective of Robert Miller, counsel to the bondholders' committee, is still to get the highest offer for his group. The last word from Miller was that the offers from Federated and Macy's were "neck and neck."


But the source close to the committee said the bondholders are determined to reach a decision in the current round of talks, even if neither Macy's nor Federated budged from their offers. A decision then would be based on non-financial considerations.


With Federated's financial advisers -- Smith Barney Shearson -- just two blocks from the bondholders' financial advisers -- Houlihan, Lokey, Howard & Zukin -- in midtown Manhattan, at times the talks have taken on a spontaneous nature.


"Sometimes one group will simply walk over to the other's office to ask for more information," said the source. "Sometimes it'll be just a telephone call."


Bondholders' representatives at the negotiations feel Macy's, with its gift certificate-laden offer, has already taken its best shot and doesn't have the money to sweeten its bid, according to the source.


There has been speculation that Macy's is seeking a white knight to boost its payout plan, but as of Tuesday, there were no indications that it has found one.

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