SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DILLARD'S, INC.
(Exact name of registrant DILLARD'S CAPITAL TRUST I
as specified in its charter) (Exact name of registrant
DELAWARE as specified in its
(State of incorporation or certificate of trust)
organization) DELAWARE
73-0388071 (State of incorporation
(I.R.S. Employer or organization)
Identification No.) TO BE APPLIED FOR
1600 Cantrell Road I.R.S. Employer
Little Rock, Arkansas Identification No.)
(Address of Principal Executive 72201
Office of Registrants) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
debt securities and is debt securities and is to
effective upon filing pursuant become effective
to General Instruction simultaneously with the
A(c)(1), please check the effectiveness of a concurrent
following box. registration statement under
the Securities Act of 1933
pursuant to General
Instruction A(c)(2), please
check the following box.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so Name of each exchange on which
registered each class is to be registered
Capital Securities (and the New York Stock Exchange, Inc.
Guarantee with respect
thereto)
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED.
The classes of securities registered hereby consist of (i)
the Capital Securities (the "Capital Securities") representing
undivided beneficial ownership interests in the assets of
Dillard's Capital Trust I, a statutory business trust formed
under the laws of the State of Delaware (the "Trust") and (ii)
the Guarantee with respect thereto (the "Guarantee") by
Dillard's, Inc.
For a description of the Capital Securities and the
Guarantee, reference is made to the information set forth under
the headings "Description of Capital Securities" and "Description
of Guarantees" in the prospectus relating to the Capital
Securities and the Guarantee contained in the Registration
Statement on Form S-3 (Registration Nos. 333-59183 and 333-59183-
01) filed with the Securities and Exchange Commission (the
"Commission") on July 16, 1998 under the Securities Act of 1933,
as amended (the "Act") and Preeffective Amendment No. 1 to the
Registration Statement on Form S-3 filed with the Commission on
July 24, 1998 (the Registration Statement, as amended, the
"Registration Statement"), and the information set forth under
the headings "Description of Capital Securities" and "Description
of Guarantee" in a prospectus supplement to be filed with the
Commission. The above mentioned descriptions contained in the
Registration Statement and the prospectus are incorporated herein
by reference. Definitive copies of the prospectus supplement
describing the Capital Securities and the Guarantee will be filed
pursuant to Rule 424(b) under the Act with the Commission and
shall be incorporated herein by reference.
ITEM 2. EXHIBITS.
2.1 Registration Statement (see Item 1 above).
2.2 Certificate of Trust of the Trust dated July 15,
1998 of (incorporated by reference to Exhibit 4-a to
the Registration Statement).
2.3 Trust Agreement of the Trust (incorporated by
reference to Exhibit 4-h to the Registration
Statement).
2.4 Form of Amended and Restated Trust Agreement of
the Trust to be used in connection with the issuance of
the Capital Securities (incorporated by reference to
Exhibit 4-m to the Registration Statement).
2.5 Form of Capital Securities Guarantee (incorporated
by reference to Exhibit 4-u to the Registration
Statement).
<PAGE>
2.6 Form of Subordinated Indenture between Dillard's,
Inc. and The Chase Manhattan Bank, as trustee
(incorporated by reference to Exhibit 4-r to the
Registration Statement).
2.7 Form of Capital Security (incorporated by
reference to Exhibit 4-s to the Registration
Statement).
2.8 Form of Subordinated Debenture (incorporated by
reference to Exhibit 4-t to the Registration
Statement).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has caused this registration
statement to be signed on its behalf by the undersigned, thereto
duly authorized.
Dated: August 5, 1998
DILLARD'S CAPITAL TRUST I
By: DILLARD'S, INC.
By: /s/ James I. Freeman
Name: James I. Freeman
Title: Senior Vice President and
Chief Financial Officer
DILLARD'S, INC.
By: /s/ James I. Freeman
Name: James I. Freeman
Title: Senior Vice President and
Chief Financial Officer
