May and Associated owe a bundle to bankers.

In proxy materials prepared for a special shareholders meeting Oct. 3, May Department Stores said it will pay Morgan Stanley, its investment adviser, fees of nearly $6.9 million if its deal to buy Associated Dry Goods goes through. Associated, which agreed to the merger after weeks of discussions and which will also hold a shareholders meeting to vote on the deal Oct. 3, will pay $6 million each to Goldman, Sachs and to Shearson Lehman Bros., plus certain other fees.