By  on April 11, 1994

NEW YORK -- This week could prove to be pivotal in R.H. Macy & Co.'s fight to keep Federated Department Stores from swallowing it whole.

Two weeks ago, Cyrus R. Vance, the court-appointed mediator in the Macy's Chapter 11 case, convinced Federated to hold its fire until today in order to give Macy's own reorganization plan a fair hearing with creditors.

Now it's fair play for Federated to sell its own plan to creditors.

Vance has set meetings this week with Macy's creditors, including Federated.

Federated, which acquired a significant portion of Macy debt as the first move in its takeover attempt, reportedly will pitch enormous potential cost savings, in the neighborhood of $100 million in the short term by consolidating various divisions.

There has been widespread speculation that Federated's A&S division could be merged in Macy's East. In addition, there has been speculation that some I. Magnin units in California could be converted into Bloomingdale's units.

Federated will also sell its strong management, growth potential and financial stability.

Back from a 10-day personal trip to China, Vance will now find himself in the middle of challenging and heated negotiations.

Vance's meetings with creditors, sources said, will center around the Macy's term-sheet proposal on how to reorganize.

Federated has said that following Vance's meetings with Macy's creditors, the former Secretary of State would advise Federated on how best to "initiate discussions with other Macy creditors" on its proposal for Macy's.

The action might prove to be a welcome change for Vance. He's a highly skilled negotiator who since his Feb. 22 appointment as mediator has been studying Macy's Chapter 11 and is said to be ready to roll up his sleeves and get to the bargaining table.

Federated, which has Smith Barney Shearson as its investment adviser, would not comment on the timing of any meetings or when it will break out its plan for Macy's. As reported, Macy's outlined a term sheet offer that valued the retail giant at $3.6 billion, but held out to creditors the chance to collect an additional $500 million if Macy's stock went up in price.The valuation, higher than key creditors had hoped, opened the door for a competing bid from either Federated or another creditor group.

At least one secured creditor, Fidelity Investment, which has a $490 million claim, didn't like Macy's offer.

Unsecured creditors -- including trade creditors -- were more receptive.

"It's a good starting point," a source close to the trade creditors' group remarked earlier about the Macy valuation, which would net trade creditors between 25 and 32 cents on the dollar.

"We were afraid we were going to get clobbered and get only 15 cents," said the source.

The disparity among creditors should make for some hot debate around the negotiating table this week.

Another potentially volatile issue for Vance is a conflict of interest charge by the counsel to Macy's bondholders' committee against Weil, Gotshal & Manges, counsel to Macy's.

Robert M. Miller, counsel to the bondholders' committee, cited Weil, Gotshal's failure to notify the bankruptcy court that it represents both Macy's and Fidelity and asked Vance to investigate ethics violations.

Weil, Gotshal has represented Macy's since it filed for Chapter 11 in January 1992. Late last year, Fidelity purchased a claim in the Macy's case and retained Weil, Gotshal to represent it.

Under bankruptcy law, lawyers, accountants and investment advisers must disclose any potential conflicts of interest when retained. Weil, Gotshal partners involved in the Fidelity case reportedly failed to notify the court of the firm's involvement with Macy's.

Weil, Gotshal could not be reached for comment.

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