updated 7/13/2005 2:24:06 PM ET 2005-07-13T18:24:06

Shareholders of both companies overwhelmingly approved Federated Department Stores Inc.’s takeover of rival May Department Stores Inc. on Wednesday, advancing an $11 billion deal that will bring Macy’s, Bloomingdale’s, Lord & Taylor and Filene’s under one corporate umbrella.

The deal will create a formidable retail force with nearly 1,000 department stores and $30 billion in annual sales. St. Louis-based May will become a Federated division.

Federated announced that 99.88 percent of its shares that voted favored the merger, which needed a simple majority for approval. A total of 81.3 percent of the company’s outstanding shares were voted. About 97.09 percent of May shares that voted favored the purchase, according to Sharon Bateman, a May spokeswoman. About 77 percent, 280.8 million, of outstanding shares were cast, she said.

“Today’s votes by shareholders of both May and Federated are important milestones in our process to create a premier national retailing company that will help us compete against a highly competitive marketplace,” said Terry J. Lundgren, Federated’s chairman, president and chief executive.

Lundgren said the merger now awaits approval from the Federal Trade Commission. The company expects the deal to be final before the holiday shopping season.

The merger will create “one superb national department store,” John L. Dunham, May’s chairman, president and chief executive officer, told about 50 shareholders at May’s meeting in New York. “This is a good, bold, exciting move.”

Still, with painful downsizing in the months ahead as May gets digested by Federated, Dunham acknowledged to journalists after the meeting that “it’s a bittersweet day.” He noted it’s “a day of mixed emotions.”

Federated is merging May’s St. Louis corporate headquarters functions into Federated’s Cincinnati and New York corporate offices this year. But Federated plans to make St. Louis the headquarters of one of the combined company’s major operating division to capitalize on the talent pool there.

Dunham told shareholders Wednesday that there will be no merger-related layoffs before March 1, and he declined to comment on store closings and management changes at May that may result from the merger, noting that it will be up to Federated’s team to decide. Company officials are also remaining mum about details of the merger until it is approved by regulators. The deal, announced in late February, is expected to close this fall.

Under the terms of the deal, each share of May will be converted into the right to receive $17.75 per share in cash and 0.3115 shares of Federated stock.

Burt Flickinger III, managing director for New York-based consultants Strategic Resource Group, said the two companies offer “a very responsible retail plan. ... They should get complete regulatory approval.”

Federated has about 112,000 employees and more than 450 Macy’s and Bloomingdale’s stores in 34 states, Guam and Puerto Rico. May — operator of Lord & Taylor, Famous-Barr, The Jones Store, Filene’s and other regional department stores — has 132,000 employees in 46 states, the District of Columbia and Puerto Rico.

Many of May’s department stores will be converted to the Macy’s name as Federated accelerates its strategy of creating a nationwide brand. That means such May store name plates like Hecht’s, Foley’s and Kaufmann’s could soon disappear.

The extended national scope is expected to help Federated better compete with Wal-Mart Stores Inc. and upscale retail merchants.

Flickinger said prospects for the combination of the companies’ top stores “will be phenomenal.”

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