<PAGE>
As filed with the Securities and Exchange Commission on December 7, 1995.
Registration No. 33-64355
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
DILLARD DEPARTMENT STORES, INC.
(Exact name of registrant as specified in its charter)
Delaware 71-0388071
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1600 Cantrell Road
Little Rock, Arkansas 72201
(501) 376-5200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
James E. Darr, Jr. James I. Freeman
1600 Cantrell Road 1600 Cantrell Road
Little Rock, Arkansas 72201 Little Rock, Arkansas 72201
(501) 376-5200 (501) 376-5200
Paul B. Benham, III
Friday, Eldredge & Clark
2000 First Commercial Building
400 West Capitol Avenue
Little Rock, Arkansas 72201-3493
(501) 376-2011
(Name, address, including zip code, and telephone number,
including area code, of agents for service)
Copy to:
Gary I. Horowitz
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
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Approximate date of commencement of proposed sale to the public:
From time to time after the effectiveness of this registration
statement as determined in light
of market conditions and other factors.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. / /
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, as amended, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. /X/
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. / /
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
/ /
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
Proposed
Title of Each Proposed Maximum
Class of Maximum Aggregate Amount of
Securities to Amount to be Offering Price Offering Registration
be Registered Registered Per Unit(1) Price(1) Fee(2)
Debt Securities $300,000,000(3)(4) 100% $300,000,000 $103,448.27
(1) Estimated solely for purposes of calculating the registration
fee.
(2) The registration fee has been adjusted to reflect (i) a
reduction in the proposed maximum aggregate offering price from
$500,000,000 (as set forth in the initial filing of this
Registration Statement) to $300,000,000 and (ii) an increase in the
registration fee from a rate of 1/50 of 1% of the proposed maximum
aggregate offering price to 1/29 of 1% of the proposed maximum
aggregate offering price. Of the $103,448.27 registration fee,
$100,000 has already been paid, and the balance of $3,448.27 is
being paid upon the filing of this Amendment No. 1 to the
Registration Statement.
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(3) Or, in the case of debt securities issued at an original issue
discount, such greater principal amount as shall result in an
aggregate public offering price of the amount set forth above or,
in the case of debt securities denominated in a currency other than
U.S. dollars or in a composite currency, such U.S. dollar amount as
shall result from converting the aggregate public offering price of
such debt securities into U.S. dollars at the spot exchange rate in
effect on the date such debt securities are initially offered to
the public.
(4) As set forth below, an additional $100,000,000 aggregate
principal amount of debt securities are being carried forward by
the Company in this registration statement pursuant to Rule 429.
A filing fee of $31,250 was paid by the Company in connection with
such securities.
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall
become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
Pursuant to Rule 429, the prospectus filed as a part of this
Registration Statement is being filed as a combined prospectus in
compliance with the undertaking contained in Registration Statement
No. 33-53046.
<PAGE>
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
ARKANSAS SECURITIES ACT, AS AMENDED, OR OTHER APPLICABLE STATE
SECURITIES LAWS IN RELIANCE UPON THE REPRESENTATION OF THE
REGISTERED HOLDER HEREOF THAT THESE SECURITIES HAVE BEEN PURCHASED
WITH INVESTMENT INTENT AND NOT FOR RESALE OR WITH A VIEW TO
DISTRIBUTION. THE SECURITIES MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION
OR THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. NO
OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS TO TAKE PLACE
WITHOUT THE PRIOR WRITTEN APPROVAL OF THE COMPANY. ANY TRANSFER
CONTRARY TO THE ABOVE INSTRUCTIONS IS VOID. THE ABOVE INSTRUCTIONS
SHALL TERMINATE AND BE OF NO FURTHER FORCE AND EFFECT AFTER THE
THIRD ANNIVERSARY DATE HEREOF.
SUBJECT TO COMPLETION
DATED DECEMBER 7, 1995
DILLARD DEPARTMENT STORES, INC.
Debt Securities
The Company may from time to time offer Debt Securities
consisting of debentures, notes and/or other unsecured evidences of
indebtedness in one or more series at an aggregate initial offering
price not to exceed U.S. $400,000,000 or its equivalent in any
other currency or composite currency. The Debt Securities may be
offered as separate series in amounts, at prices and on terms to be
determined at the time of sale. The accompanying Prospectus
Supplement sets forth with regard to the series of Debt Securities
in respect of which this Prospectus is being delivered the title,
aggregate principal amount, denominations (which may be in United
States dollars, in any other currency or in a composite currency),
maturity, rate (which may be fixed or variable), if any, and time
of payment of any interest, any terms for redemption at the option
of the Company or the holder, any terms for sinking fund payments,
any terms regarding payment in or on the basis of currencies other
than U.S. dollars, any listing on a securities exchange and the
initial public offering price and any other terms in connection
with the offering and sale of such Debt Securities.
The Company may sell Debt Securities through underwriters,
dealers or agents, or directly to one or more purchasers. The
Prospectus Supplement will set forth the names of underwriters,
dealers or agents, if any, any applicable commissions or discounts
and the net proceeds to the Company from any such sale. See "Plan
<PAGE>
of Distribution" for possible indemnification arrangements for
underwriters, dealers, agents and purchasers.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1995.
<PAGE>
AVAILABLE INFORMATION
Dillard Department Stores, Inc. (the "Company") is subject to
the informational requirements of the Securities Exchange Act of
1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy
statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
following Regional Offices of the Commission: Chicago Regional
Office, Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511, and New York Regional Office, 7 World
Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, such material may also be inspected
at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005 on which certain of the Company's securities
are listed.
The Company has filed with the Commission a registration
statement on Form S-3 (herein, together with all amendments and
exhibits, referred to as the "Registration Statement") under the
Securities Act of 1933, as amended. This Prospectus does not
contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration
Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Commission, are hereby
incorporated by reference in this Prospectus: (i) the Company's
Annual Report on Form 10-K for the fiscal year ended January 28,
1995; (ii) the Company's Quarterly Reports on Form 10-Q for the
quarters ended April 29, 1995 and July 29, 1995; and (iii) the
Company's Current Report on Form 8-K dated May 24, 1995.
All other documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering of the Debt Securities shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein, or contained in this Prospectus, shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
<PAGE>
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
The Company will provide without charge to each person to whom
a copy of this Prospectus is delivered, upon the request of any
such person, a copy of any or all of the documents incorporated
herein by reference, other than the exhibits to such information
(unless such exhibits are specifically incorporated by reference in
such documents). Requests should be directed to Dillard Department
Stores, Inc., 1600 Cantrell Road, Little Rock, Arkansas 72201,
Attention: James E. Darr, Jr., telephone (501) 376-5200.
<PAGE>
THE COMPANY
Dillard Department Stores, Inc. is a regional group of
traditional department stores operating, as of November 1, 1995,
238 stores in Alabama, Arizona, Arkansas, Colorado, Florida,
Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Mississippi,
Missouri, Nebraska, Nevada, New Mexico, North Carolina, Ohio,
Oklahoma, South Carolina, Tennessee, Texas and Utah. The stores
vary from 44,000 square feet to 409,000 square feet in size, with
the area of typical stores ranging between 80,000 to 220,000 square
feet, and the average store size being approximately 150,000 square
feet. The stores are owned either by the Company or a wholly owned
subsidiary, with the exception of 68 stores, which are leased from
third parties. The stores feature branded and private label goods
in the middle to upper-middle price ranges and cater to a broad
spectrum of the population. With minor exceptions, all stores are
full-line department stores and sell quality name-brand and private
label apparel and accessories for men, women and children, as well
as accessories for the home such as linens and domestics, china,
silverware, draperies and housewares. Special emphasis is placed
on fashion-oriented apparel, home furnishings and electronics.
The Company is incorporated under the laws of the State of
Delaware. The executive offices of the Company are located at 1600
Cantrell Road, Little Rock, Arkansas 72201, telephone number:
(501) 376-5200.
USE OF PROCEEDS
Except as may be set forth in an applicable Prospectus
Supplement accompanying this Prospectus, the net proceeds to be
received by the Company from the issuance of up to $400,000,000
aggregate principal amount of the Company's debt securities (the
"Debt Securities") offered hereby will be used to reduce short-term
and other indebtedness, to finance the Company's operations and for
other general corporate purposes.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed
charges for the Company for each of the years in the five year
period ended January 28, 1995 and for the six months ended July 29,
1995 and July 30, 1994. For purposes of computing the ratio,
earnings consist of earnings before income taxes plus fixed charges
(less capitalized interest), and fixed charges consist of interest
expense, preferred stock dividends, capitalized interest and the
interest portion of rental expense which is approximated at one-
third of rent expense.
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Unaudited
Six Months Ended Fiscal Year Ended
July 29, July 30, Jan. 28, Jan. 29, Jan. 30, Feb. 1, Feb. 2,
1995 1994 1995 1994 1993 1992 1991
3.05 2.81 3.72 3.57 3.59 3.40 3.38
DESCRIPTION OF DEBT SECURITIES
The Debt Securities in respect of which this Prospectus is
being delivered (the "Offered Debt Securities") are to be issued
under an Indenture dated as of May 15, 1988, as supplemented by a
First Supplemental Indenture dated as of December 16, 1988, and a
Second Supplemental Indenture dated as of September 14, 1990 (the
Indenture, as supplemented, being referred to herein as the
"Indenture") between the Company and Chemical Bank, as Trustee (the
"Trustee"), a copy of which is filed as an exhibit to the
Registration Statement. The following summaries of certain
provisions of the Indenture do not purport to be complete and are
subject to, and are qualified in their entirety by reference to,
all the provisions of the Indenture, including the definitions
therein of certain terms. Whenever particular sections of, or
terms defined in, the Indenture are referred to, such sections or
defined terms are incorporated herein by reference.
General
The Debt Securities will be unsecured obligations of the
Company and will rank on a parity with all other unsecured and
unsubordinated indebtedness of the Company.
The Indenture does not limit the aggregate principal amount of
the Debt Securities or of any particular series of Offered Debt
Securities and provides that Debt Securities may be issued
thereunder from time to time in one or more series. All Debt
Securities of any series need not be issued at the same time or
bear interest at the same rate or mature on the same date.
Reference is made to the Prospectus Supplement (the
"Prospectus Supplement") relating to the Offered Debt Securities
for the following terms thereof: (1) the title of the Offered Debt
Securities; (2) any limit on the aggregate principal amount of the
Offered Debt Securities; (3) the date or dates on which the Offered
Debt Securities will mature; (4) the rate or rates per annum (or
the method of calculating such rates) at which the Offered Debt
Securities will bear interest, if any, and the date from which such
interest, if any, will accrue; (5) the Interest Payment Dates on
which any such interest on the Offered Debt Securities will be
payable and the Regular Record Date for any interest payable on any
Offered Debt Securities on any Interest Payment Date and the extent
to which, or the manner in which, any interest payable on a global
Debt Security (a "Global Note") on an Interest Payment Date will be
<PAGE>
paid if other than in the manner described under "Global Notes"
below; (6) the dates, if any, on which and the price or prices at
which the Offered Debt Securities may, pursuant to any mandatory or
optional sinking fund provisions, be redeemed by the Company and
other detailed terms and provisions of any such sinking funds; (7)
the date, if any, after which and the price or prices at which the
Offered Debt Securities may, pursuant to any optional redemption
provisions, be redeemed at the option of the Company or of the
holder thereof and other detailed terms and provisions of any such
optional redemption; (8) the right of the Company to defease the
Offered Debt Securities or certain covenants under the Indenture;
(9) the currency or currencies, which may be a composite currency
such as the European Currency Unit, of payment of principal of and
premium, if any, and interest on the Offered Debt Securities, if
other than U.S. dollars; (10) whether the Offered Debt Securities
are to be issued with original issue discount within the meaning of
Section 1273(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), and the regulations thereunder; (11) whether the
Offered Debt Securities are to be issued in whole or in part in the
form of one or more Global Notes and, if so, the identity of the
depositary, if any, for such Global Note or Notes; (12) any
addition to, or modification or deletion of, any Events of Default
or covenants provided for with respect to the Offered Debt
Securities; (13) any index used to determine the amount of payments
of principal of and premium, if any, and interest on the Offered
Debt Securities; and (14) any other terms of the Offered Debt
Securities not inconsistent with the terms of the Indenture.
Unless otherwise indicated in the Prospectus Supplement
relating thereto, principal of and any premium and interest on the
Offered Debt Securities will be payable, and the Offered Debt
Securities will be exchangeable and transfers thereof will be
registrable, at the corporate trust office of the Trustee in New
York, New York, provided that, at the option of the Company,
payment of any interest may be made by check mailed to the address
of the person entitled thereto as it appears in the Security
Register. Unless otherwise indicated in the Prospectus Supplement
relating thereto, payment of any interest due on any Offered Debt
Security will be made to the Person in whose name such Offered Debt
Security is registered at the close of business on the Regular
Record Date for such interest. (Sections 301, 305, 307 and 1002)
Unless otherwise indicated in the Prospectus Supplement
relating thereto, the Offered Debt Securities will be issued only
in fully registered form without coupons in denominations of $1,000
or any integral multiple thereof, and no service charge will be
made for any transfer or exchange of such Offered Debt Securities,
but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection
therewith. (Sections 302 and 305)
<PAGE>
Debt Securities may be issued under the Indenture as Original
Issue Discount Securities to be offered and sold at a substantial
discount from the principal amount thereof. Special Federal income
tax, accounting and other considerations applicable thereto will be
described in the Prospectus Supplement relating to any such
Original Issue Discount Securities.
Global Notes
The Debt Securities of a series may be issued in whole or in
part in the form of one or more Global Notes that will be deposited
with or on behalf of a depositary located in the United States (a
"Depositary") identified in the Prospectus Supplement relating to
such series.
The specific terms of the depositary arrangement with respect
to any Debt Securities of a series will be described in the
Prospectus Supplement relating to such series. The Company
anticipates that the following provisions will apply to all
depositary arrangements.
Unless otherwise specified in an applicable Prospectus
Supplement, Debt Securities which are to be represented by a Global
Note to be deposited with or on behalf of a Depositary will be
represented by a Global Note registered in the name of such
Depositary or its nominee. Upon the issuance of a Global Note in
registered form, the Depositary for such Global Note will credit,
on its book-entry registration and transfer system, the respective
principal amounts of the Debt Securities represented by such Global
Note to the accounts of institutions that have accounts with such
Depositary or its nominee ("participants"). The accounts to be
credited shall be designated by the underwriters or agents of such
Debt Securities or by the Company, if such Debt Securities are
offered and sold directly by the Company. Ownership of beneficial
interests in such Global Notes will be limited to participants or
persons that may hold interests through participants. Ownership of
beneficial interests by participants in such Global Notes will be
shown on, and the transfer of that ownership interest will be
effected only through, records maintained by the Depositary or its
nominee for such Global Note. Ownership of beneficial interests in
Global Notes by persons that hold through participants will be
effected only through records maintained by such participants. The
laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive
form. Such limits and such laws may impair the ability to transfer
beneficial interests in a Global Note.
So long as the Depositary for a Global Note, or its nominee,
is the registered owner of such Global Note, such depositary or
such nominee, as the case may be, will be considered the sole owner
or holder of the Debt Securities represented by such Global Note
for all purposes under the Indenture. Except as set forth below,
<PAGE>
owners of beneficial interests in such Global Note will not be
entitled to have Debt Securities of the series represented by such
Global Note registered in their names, will not receive or be
entitled to receive physical delivery of Debt Securities of such
series in definitive form and will not be considered the owners or
holders thereof under the Indenture.
Payment of principal of, premium, if any, and any interest on
Debt Securities registered in the name of or held by a Depositary
or its nominee will be made to the Depositary or its nominee, as
the case may be, as the registered owner or the holder of the
Global Note representing such Debt Securities. None of the
Company, the Trustee, any Paying Agent or the Security Registrar
for such Debt Securities will have any responsibility or liability
for any aspect of the records relating to or payments made on
account of beneficial ownership interests in a Global Note for such
Debt Securities or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
The Company expects that the Depositary for Debt Securities of
a series, upon receipt of any payment of principal, premium, or
interest in respect of a permanent Global Note, will credit
immediately participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the
principal amount of such Global Note as shown on the records of
such Depositary. The Company also expects that payments by
participants to owners of beneficial interest in such Global Note
held through such participants will be governed by standing
instructions and customary practices, as is now the case with
securities held for the accounts of customers registered in "street
name," and will be the responsibility of such participants.
A Global Note may not be transferred except as a whole by the
Depositary for such Global Note to a nominee of such Depositary or
by a nominee of such Depositary to such Depositary or another
nominee of such depositary or by such depositary or any such
nominee to a successor of such depositary or a nominee of such
successor. (Section 304(b)) If a Depositary for Debt Securities
of a series is at any time unwilling or unable to continue as
Depositary and a successor depositary is not appointed by the
Company within ninety days, the Company will issue Debt Securities
in definitive registered form in exchange for the Global Note or
Notes representing such Debt Securities. In addition, the Company
may at any time and in its sole discretion determine not to have
any Debt Securities represented by one or more Global Notes and, in
such event, will issue Debt Securities in definitive registered
form in exchange for all the Global Notes representing such Debt
Securities. In any such instance, an owner of a beneficial
interest in a Global Note will be entitled to physical delivery in
definitive form of Debt Securities of the series represented by
such Global Note equal in principal amount to such beneficial
interest and to have such Debt Securities registered in its name.
<PAGE>
Certain Covenants of the Company
Restrictions on Liens. The Company will not, and will not
permit any Restricted Subsidiary to, issue, assume or guarantee any
Indebtedness secured by any mortgage, security interest, pledge,
lien or other encumbrance (herein referred to as a "Mortgage" or
"Mortgages") upon any Operating Property or Operating Asset of the
Company or any Restricted Subsidiary, whether such assets are now
owned or hereafter acquired, without in any such case effectively
providing that the Debt Securities (together with, if the Company
shall so determine, any other Indebtedness ranking equally with the
Debt Securities) shall be secured equally and ratably with such
Indebtedness except that the foregoing restrictions shall not apply
to (i) the giving, simultaneously with or within 180 days after the
latest of May 15, 1988, or the acquisition or construction of such
property, of a purchase money Mortgage on property acquired or
constructed after May 15, 1988, or the acquisition after May 15,
1988, of property subject to any Mortgage which is limited to such
property and which secures Indebtedness not in excess of the lesser
of the cost or fair market value of such property, (ii) the giving
by the Company or a Restricted Subsidiary of a Mortgage on real
property which is the sole security for Indebtedness incurred
within two years after the latest of May 15, 1988, the acquisition
of the property or completion of the first substantial improvements
thereon, provided that the Indebtedness does not exceed the lesser
of the cost of the property and improvements or their fair market
value and the holder of such Indebtedness is entitled to enforce
its payment only by resorting to such security, and (iii)
Mortgages, or renewals thereof, existing on the date of the
Indenture or on assets of a Restricted Subsidiary existing on the
date it became a Subsidiary. Notwithstanding the foregoing, the
Company or any Restricted Subsidiary may create or assume Mortgages
in addition to those permitted above, and renew, extend or replace
such Mortgages provided that at the time of such creation,
assumption, renewal, extension or replacement, and after giving
effect thereto, Exempted Debt does not exceed 5% of Consolidated
Net Tangible Assets. (Section 1007) On May 15, 1988, no Operating
Properties were subject to any liens.
Restrictions on Sale and Leaseback Transactions. The Company
will not, nor will it permit any Restricted Subsidiary to, enter
into any arrangement with any person providing for the leasing by
the Company or any Restricted Subsidiary of any Operating Property
or Operating Asset which has been or is to be sold or transferred
by the Company or such Restricted Subsidiary to such person (a
"Sale and Leaseback Transaction") unless the net proceeds of such
sale or transfer have been determined by the Company's Board of
Directors to be at least equal to the fair value of such Operating
Property or Operating Assets at the time of such sale and transfer
and (i) within 180 days after the receipt of the proceeds of such
<PAGE>
sale and transfer, either the Company or any Restricted Subsidiary
applies an amount equal to such net proceeds to the prepayment or
retirement (other than any mandatory prepayment or retirement) of
Senior Funded Debt of the Company or such Restricted Subsidiary, or
(ii) the Company or such Restricted Subsidiary would be entitled,
at the time of the effective date of such sale or transfer, to
incur indebtedness secured by a Mortgage on such Operating Property
or Operating Assets in an amount at least equal to the Attributable
Debt in respect thereof, without equally and ratably securing the
Debt Securities pursuant to the "Restrictions on Liens" described
above. The foregoing restriction shall not apply to (i) any Sale
and Leaseback Transaction for a term of not more than two years,
including renewals, (ii) in the case of any Operating Property
acquired or constructed subsequent to May 15, 1986, any Sale and
Leaseback Transaction with respect thereto (including presently
owned real property upon which such Operating Property is to be
constructed) if a binding commitment is entered into within two
years after the later of the acquisition of the property or
completion of the first substantial improvements thereon and (iii)
any Sale and Leaseback Transaction between the Company and a
Restricted Subsidiary or between Restricted Subsidiaries provided
that the lessor shall be the Company or a wholly-owned Restricted
Subsidiary. (Section 1008)
Exempted Debt. Notwithstanding the restrictions in the
Indenture on (i) Mortgages and (ii) Sale and Leaseback
Transactions, the Company or its Restricted Subsidiaries may, in
addition to amounts permitted under such restrictions, create
Indebtedness secured by Mortgages, or enter into Sale and Leaseback
Transactions, provided that, after giving effect thereto, the
aggregate outstanding amount of all such Indebtedness secured by
Mortgages plus Attributable Debt resulting from such Sale and
Leaseback Transactions does not exceed 5% of Consolidated Net
Tangible Assets (collectively, the "Exempted Debt"). (Sections
1007(b) and 1008(b))
No Special Protection in the Event of a Highly Leveraged
Transaction. Unless otherwise indicated in the Prospectus
Supplement relating thereto, the terms of the Offered Debt
Securities will not afford the holders special protection in the
event of a highly leveraged transaction.
Certain Definitions
Set forth below are certain significant terms which are
defined in Section 101 of the Indenture:
"Attributable Debt" in respect of a Sale and Leaseback
Transaction means, at the time of determination, the present value
(discounted at the actual rate of interest of such transaction) of
the obligation of the lessee for net rental payments during the
remaining term of the lease included in such Sale and Leaseback
<PAGE>
Transaction (including any period for which such lease has been
extended or may, at the option of the lessor, be extended).
"Capitalized Lease Obligations" means obligations created
pursuant to leases which are required to be shown on the liability
side of a balance sheet in accordance with generally accepted
accounting principles.
"Consolidated" when used with respect to any of the terms
defined in the Indenture, refers to such terms as reflected in a
consolidation of the accounts of the Company and its Restricted
Subsidiaries in accordance with generally accepted accounting
principles.
"Funded Debt" means indebtedness which matures more than one
year from the date of computation, or which is extendable or
renewable at the sole option of the obligor so that it may become
payable more than one year from such date, but, generally, shall
not include obligations created pursuant to leases.
"Indebtedness" means, generally, all obligations for borrowed
money, including obligations secured by liens on property owned by
a person whether or not such person is directly liable therefor.
"Investment" means and includes any investment in stock,
evidences of indebtedness, loans or advances, however made or
acquired, but shall not include accounts receivable of the Company
or of any Restricted Subsidiary arising from transactions in the
ordinary course of business, or any evidences of indebtedness,
loans or advances made in connection with the sale to any
Subsidiary of accounts receivable of the Company or any Restricted
Subsidiary arising from transactions in the ordinary course of
business of the Company or any Restricted Subsidiary.
"Net Tangible Assets" means the total amounts of assets (less
depreciation and valuation reserves and other reserves and items
deductible from gross book value of specific asset accounts under
generally accepted accounting principles) which under generally
accepted accounting principles would be included on a balance sheet
after deducting therefrom (i) all liability items except Funded
Debt, Capitalized Lease Obligations, stockholders' equity and
reserves for deferred income taxes, (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and
other like intangibles, which in each such case would be so
included on such balance sheet, (iii) Investments (less applicable
reserves) in, or equity in the net assets of, Non-Restricted
Subsidiaries in excess of the amount of such Investments and equity
in net assets on January 30, 1988, and (iv) capitalized property
rights created pursuant to Capitalized Lease Obligations. As of
January 30, 1988, the amount of Investments in, or equity in the
net assets of, Non-Restricted Subsidiaries totaled approximately
$308,320,000.
<PAGE>
"Operating Assets" means all merchandise inventories,
furniture, fixtures and equipment (including all transportation and
warehousing equipment but excluding office equipment and data
processing equipment) owned by the Company or a Restricted
Subsidiary.
"Operating Property" means all real property and improvements
thereon owned by the Company or a Restricted Subsidiary and
constituting, without limitation, any store, warehouse, service
center or distribution center wherever located; provided that such
term shall not include any store, warehouse, service center or
distribution center which the Company's Board of Directors declares
by resolution not to be of material importance to the business of
the Company and its Restricted Subsidiaries.
"Restricted Subsidiaries" means all Subsidiaries other than
Non-Restricted Subsidiaries. "Non-Restricted Subsidiaries" means
(i) any Subsidiary so designated by the Board of Directors of the
Company in accordance with the Indenture, and (ii) any other
Subsidiary of which the majority of the voting stock is owned
directly or indirectly by one or more Non-Restricted Subsidiaries.
The Indenture provides that the Company's Board of Directors may
change the designations of Restricted Subsidiaries and
Non-Restricted Subsidiaries. (Section 1009) Initially the Company
will have no Restricted Subsidiaries.
"Senior Funded Debt" means all Funded Debt of the Company or
any person (except Funded Debt, the payment of which is
subordinated to the payment of the Debt Securities).
"Subsidiary" means any corporation of which at least a
majority of the outstanding stock having voting power under
ordinary circumstances to elect a majority of the board of
directors of said corporation or business entity is at the time
owned or controlled by the Company, or by the Company and one or
more Subsidiaries, or by any one or more Subsidiaries.
Merger and Consolidation
The Indenture provides that the Company may, without the
consent of the Holders of the Debt Securities, consolidate with or
merge into any other corporation, or convey, transfer or lease its
properties and assets substantially as an entirety to any person,
provided that in any such case (i) the successor corporation shall
be a domestic corporation and such corporation shall assume by a
supplemental indenture the Company's obligations under the
Indenture and the Debt Securities, (ii) immediately after such
transaction, no Event of Default shall have happened and be
continuing, and (iii) if as a result of any such merger,
consolidation, or such conveyance, transfer or lease an Operating
Property of the Company would become subject to a Mortgage which
would not be permitted under "Restrictions on Liens" described
<PAGE>
above, the Debt Securities would be secured, equally and ratably
with (or prior to) all indebtedness so secured. Upon compliance
with these provisions by a successor corporation, the Company
(except in the case of a lease) would be relieved of its
obligations under the Indenture and the Debt Securities. (Sections
801 and 802)
Events of Default
The following will be Events of Default under the Indenture
with respect to Debt Securities of any series: (a) default in
payment of principal of or premium, if any, on any Debt Security of
that series when due; (b) default in payment of any interest on any
Debt Security of that series when due, continued for 30 days; (c)
default in the deposit of any sinking fund payment, when due, in
respect of any Debt Security of that series; (d) default in the
performance or breach of any other covenant or warranty of the
Company in the Indenture (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in the
Indenture specifically dealt with or which has been included in the
Indenture solely for the benefit of series of Debt Securities other
than that series), continued for 60 days after written notice as
provided in the Indenture; (e) if so specified in the Prospectus
Supplement accompanying this Prospectus that this clause (e) shall
apply to the Debt Securities of that series (and set forth in the
Prospectus Supplement relating to the Debt Securities of that
series), acceleration of any indebtedness for money borrowed by the
Company under the terms of the instrument under which such
indebtedness is issued or secured, if such acceleration is not
discharged within 10 days after written notice as provided in the
Indenture; (f) certain events in bankruptcy, insolvency or
reorganization; and (g) any other Event of Default provided with
respect to Debt Securities of that series. No Event of Default
with respect to a particular series of Debt Securities issued under
the Indenture (except as to such events in bankruptcy, insolvency
or reorganization) necessarily constitutes an Event of Default with
respect to any other series of Debt Securities issued thereunder.
(Section 501)
If an Event of Default with respect to Debt Securities of any
series at the time Outstanding shall occur and be continuing, then
and in every such case the Trustee or the Holders of not less than
25% in principal amount of the Outstanding Debt Securities of that
series may, by a notice in writing to the Company (and to the
Trustee if given by Holders), declare to be due and payable
immediately the principal amount (or, if the Debt Securities of
that series are Original Issue Discount Securities, such portion of
the principal amount as may be specified in the terms of that
series) of all Debt Securities of that series. However, at any time
after such a declaration of acceleration with respect to Debt
Securities of any series has been made, but before a judgment or
decree for payment of the money due has been obtained by the
<PAGE>
Trustee, the Holders of a majority in principal amount of
Outstanding Debt Securities of that series may, subject to certain
conditions, rescind and annul such acceleration if all Events of
Default, other than the non-payment of accelerated principal, with
respect to Debt Securities of that series have been cured or waived
as provided in the Indenture. (Section 502) For information as to
waiver of defaults, see "Modification and Waiver" herein.
Reference is made to the Prospectus Supplement relating to any
series of Offered Debt Securities which are Original Issue Discount
Securities for the particular provisions relating to acceleration
of a portion of the principal amount of such Original Issue
Discount Securities upon the occurrence of an Event of Default and
the continuation thereof.
Subject to the provisions of the Indenture relating to the
duties of the Trustee in case an Event of Default shall occur and
be continuing, the Indenture provides that the Trustee will be
under no obligation to exercise any of its rights or powers under
the Indenture at the request or direction of any of the Holders,
unless such Holders shall have offered to the Trustee reasonable
security and indemnity. (Sections 601 and 603) Subject to such
provisions for security and indemnification of the Trustee and
certain other rights of the Trustee, the Holders of a majority in
principal amount of the Outstanding Debt Securities of any series
shall have the right to direct the time, method and place of
conducting any proceedings for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee with
respect to the Debt Securities of that series. (Section 512)
No Holder of any Debt Security of any series will have any
right to institute any proceeding with respect to the Indenture or
for any remedy thereunder, unless such Holder shall have previously
given to the Trustee written notice of a continuing Event of
Default with respect to Debt Securities of that series and unless
also the Holders of at least 25% in principal amount of the
Outstanding Debt Securities of that series shall have made written
request, and offered reasonable security and indemnity, to the
Trustee to institute such proceeding as trustee, and the Trustee
shall not have received from the Holders of a majority in principal
amount of the Outstanding Debt Securities of that series a
direction inconsistent with such request and shall have failed to
institute such proceeding within 60 days. (Section 507)
Notwithstanding the foregoing, the Holder of any Debt Security will
have an absolute and unconditional right to receive payment of the
principal of (and premium, if any) and any interest on such Debt
Security on or after the due dates expressed in such Debt Security
and to institute suit for the enforcement of any such payment.
(Section 508)
The Indenture requires the Company to furnish to the Trustee
annually a statement as to compliance with the Indenture. (Section
1011) The Indenture provides that the Trustee may withhold notice
<PAGE>
to the Holders of Debt Securities of any series of any default
(except in payment of principal, any premium, interest or any
sinking fund payments) with respect to Debt Securities of such
series if it considers it in the interest of the Holders of Debt
Securities of such series to do so. (Section 602)
Modification and Waiver
Modifications and amendments of the Indenture may be made by
the Company and the Trustee with the consent of the Holders of
66-2/3% in principal amount of the Outstanding Debt Securities of
each series affected by such modifications or amendments; provided,
however, that no such modification or amendment may, without the
consent of the Holder of each Outstanding Debt Security affected
thereby, (a) change the stated maturity date of the principal of,
or any installment of principal of or interest on, any Debt
Security, (b) reduce the principal amount of, or the premium (if
any) or any interest on, any Debt Security or reduce the amount of
principal of an Original Issue Discount Security that would be due
and payable upon acceleration, (c) change the place or currency of
payment of principal of, or premium (if any) or interest on, any
Debt Security, (d) impair the right to institute suit for the
enforcement of any payment on or with respect to any Debt Security
after the stated maturity date, or (e) reduce the percentage in
principal amount of Outstanding Debt Securities of any series, the
consent of whose Holders is required for modification or amendment
of the Indenture, for waiver of compliance with certain provisions
of the Indenture or for waiver of certain defaults. (Section 902)
The Holders of 66-2/3% in principal amount of the Outstanding
Debt Securities of any series may on behalf of the Holders of all
Debt Securities of that series waive, insofar as that series is
concerned, compliance by the Company with certain restrictive
provisions of the Indenture. (Section 1012) The Holders of a
majority in principal amount of the Outstanding Debt Securities of
any series may on behalf of the Holders of all Debt Securities of
that series waive any past default under the Indenture with respect
to that series except a default in the payment of the principal of
(or premium, if any) or any interest on any Debt Security of that
series or in respect of a provision which under the Indenture
cannot be modified or amended without the consent of the Holder of
each Outstanding Debt Security of that series affected. (Section
513)
Defeasance of Offered Debt Securities or Certain Covenants in
Certain Circumstances
Defeasance and Discharge. The Indenture provides that the
Board of Directors of the Company may provide by resolution that
the Company will be discharged from any and all obligations in
respect of the Debt Securities of any series (except for certain
obligations to register the transfer or exchange of Debt Securities
<PAGE>
of such series, to replace stolen, lost or mutilated Debt
Securities of such series, to maintain paying agencies and hold
moneys for payment in trust) upon the deposit with the Trustee, in
trust, of money and/or U.S. Government Obligations (as defined),
which through the payment of interest and principal thereof in
accordance with their terms will provide money in an amount
sufficient to pay any installment of principal (and premium, if
any) and interest on and any mandatory sinking fund payments in
respect of the Debt Securities of such series on the stated
maturity of such payments in accordance with the terms of the
Indenture and such Debt Securities. Such discharge may only occur
if the Company has received from, or there has been published by,
the United States Internal Revenue Service a ruling to the effect
that such a discharge will not be deemed, or result in, a taxable
event with respect to Holders of the Debt Securities of such
series; and such discharge will not be applicable to any Debt
Securities of such series then listed on the New York Stock
Exchange or any other securities exchange if the provision would
cause said Debt Securities to be de-listed as a result thereof.
(Section 403)
Defeasance of Certain Covenants. The Indenture provides that
the Board of Directors of the Company may by resolution provide
that the terms of any series of Debt Securities may provide the
Company with the option to omit to comply with certain restrictive
covenants described in Sections 1007 through 1009 of the Indenture.
The Company, in order to exercise such option, will be required to
deposit with the Trustee money and/or U.S. Government Obligations
(as defined) which through the payment of interest and principal
thereof in accordance with their terms will provide money in an
amount sufficient to pay principal (and premium, if any) and
interest on and any mandatory sinking fund payments in respect of
the Debt Securities of such series on the stated maturity of such
payments in accordance with the terms of the Indenture and such
Debt Securities. The Company will also be required to deliver to
the Trustee an opinion of counsel to the effect that the deposit
and related covenant defeasance will not cause the Holders of the
Debt Securities of such series to recognize income, gain or loss
for Federal income tax purposes. (Section 1010)
Defeasance and Events of Default. In the event the Company
exercises its option to omit compliance with certain covenants of
the Indenture with respect to any series of Debt Securities and the
Debt Securities of such series are declared due and payable because
of the occurrence of any Event of Default, the amount of money and
U.S. Government Obligations on deposit with the Trustee will be
sufficient to pay amounts due on the Debt Securities of such series
at the time of their Stated Maturity but may not be sufficient to
pay amounts due on the Debt Securities of such series at the time
of the acceleration resulting from such Event of Default. However,
the Company shall remain liable for such payments.
<PAGE>
The Prospectus Supplement will state if any defeasance
provision will apply to the Offered Debt Securities.
Concerning the Trustee
Chemical Bank is the Trustee under the Indenture and is also
the trustee under prior indentures between the Company and Chemical
Bank. Chemical Bank maintains normal banking relations with the
Company, including participating in and acting as Agent for a
credit agreement for the Company and DIC. Chemical Bank also is the
trustee under indentures between DIC and Chemical Bank.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities through underwriters,
dealers or agents or directly to one or more purchasers. The
distribution of the Debt Securities may be effected from time to
time in one or more transactions at a fixed price or prices, which
may be changed, or at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated
prices.
In connection with the sale of Debt Securities, underwriters
may receive compensation from the Company or from purchasers of
Debt Securities for whom they may act as agents in the form of
discounts, concessions or commissions. Underwriters may sell Debt
Securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Underwriters, dealers and agents that
participate in the distribution of Debt Securities may be deemed to
be underwriters, and any discounts or commissions received by them
from the Company and any profit on the resale of Debt Securities by
them may be deemed to be underwriting discounts and commissions,
under the Securities Act of 1933, as amended (the "Act"). Any such
underwriter or agent will be identified, and any such compensation
received from the Company will be described, in the Prospectus
Supplement. In the event the Company sells directly to one or more
purchasers, the Company's employees will not receive additional
compensation in connection with their participation in such sales,
and, accordingly, the Company will not register any employees as
broker/dealers in reliance upon Rule 3a4-1 as promulgated under the
Exchange Act.
Under agreements which may be entered into by the Company,
underwriters and agents who participate in the distribution of Debt
Securities may be entitled to indemnification by the Company
against certain liabilities, including liabilities under the Act,
or to contribution with respect to payments which the underwriters,
dealers or agents may be required to make in respect thereof.
<PAGE>
LEGAL MATTERS
Unless otherwise indicated in the Prospectus Supplement,
certain legal matters in connection with the Debt Securities will
be passed upon for the Company by Friday, Eldredge & Clark, Little
Rock, Arkansas and for the underwriter(s), dealer(s) or agent(s) by
Simpson Thacher & Bartlett (a partnership which includes
professional corporations), 425 Lexington Avenue, New York, New
York 10017. William H. Sutton and Paul B. Benham III, partners in
Friday, Eldredge & Clark, beneficially own 1,000 and 2,000 shares,
respectively, of the Company's Class A Common Stock either directly
or indirectly through segregated accounts in a retirement plan
maintained by the law firm. Additionally, Mr. Sutton is a director
of the Company. Simpson Thacher & Bartlett from time to time acts
as counsel in various matters for the Company.
EXPERTS
The consolidated financial statements of the Company which are
incorporated in this Prospectus by reference to the Company's
Annual Report on Form 10-K have been audited by Deloitte & Touche
LLP, independent certified public accountants. Such financial
statements are incorporated herein in reliance upon such report
given upon the authority of such firm as experts in auditing and
accounting.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following tables sets forth the estimated expenses in
connection with the offering described in this Registration
Statement.
Securities and Exchange Commission registration fee $103,448.27
Legal fees 60,000.00
Printing and engraving 20,000.00
Accountants' fees 20,000.00
Blue Sky and legal investment fees and expenses 25,000.00
Trustee and Authenticating Agent fees 30,000.00
Rating Agency fees 35,000.00
Miscellaneous expenses 51,551.73
Total $345,000.00
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law contains
detailed provisions for indemnification of directors and officers
of Delaware corporations against expenses, judgments, fines and
settlements in connection with litigation. Article NINTH, Section
7 of the Company's Certificate of Incorporation and Article III,
Section 5 of the Company's By-Laws provide for indemnification of
the directors and officers of the Company against certain
liabilities.
Item 16. Exhibits.
Number Description
*1(a) Form of Underwriting Agreement Standard Provisions
(Exhibit 1(a) in 33-53046)
1(b) Agency Agreement (to be filed on Form 8-K)
*4(a) Indenture dated as of May 15, 1988, between the
Company and Chemical Bank, Trustee (Exhibit 4 in 33-
21671)
*4(b) First Supplemental Indenture dated as of December 16,
1988, between the Company and Chemical Bank, Trustee
(Exhibit 4.2 in 33-25114)
*4(c) Second Supplemental Indenture dated as of September 14,
1990, between the Company and Chemical Bank, Trustee
(Exhibit 4(c) to Current Report on Form 8-K dated
September 26, 1990 in 1-6140)
**5 Opinion and consent of Friday, Eldredge & Clark
<PAGE>
*12 Statement regarding computation of ratio of earnings to
fixed charges of the Company (Exhibit (12) to Form 10-Q
for the quarter ended July 29, 1995 in 1-6140)
23.1 Consent of Deloitte & Touche LLP
**23.2 Consent of Friday, Eldredge & Clark (included in Exhibit
5)
**24 Powers of Attorney
**25 Statement of Eligibility and Qualification on Form T-1 of
Chemical Bank
*Incorporated herein by reference as indicated.
**Previously filed.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(a) To include any Prospectus required by Section
10(a)(3) of the Securities Act of 1933, unless the information
required to be included in such post-effective amendment is
contained in a periodic report filed by registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
and incorporated herein by reference;
(b) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post- effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement, unless the
information required to be included in such post-effective
amendment is contained in a periodic report filed by registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 and incorporated herein by reference. Notwithstanding
the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(c) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement.
<PAGE>
2. That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
4. That, for purposes of determining liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions referred to in Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-3 and has
duly caused this Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Little Rock, State of Arkansas, on the
7th day of December, 1995.
DILLARD DEPARTMENT STORES, INC.
/s/ James I. Freeman
James I. Freeman, Senior Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities indicated, on the 7th
day of December, 1995.
* Chairman of the Board, Chief
(William Dillard) Executive Officer and Director
(Principal Executive Officer)
/s/ James I. Freeman Senior Vice President, Chief
(James I. Freeman) Financial Officer and Director
(Principal Financial and
Accounting Officer)
* Director
(Calvin N. Clyde, Jr.)
Director
(Robert C. Connor)
Director
(Drue Corbusier)
* Director
(Will D. Davis)
<PAGE>
* Executive Vice President and Director
(Alex Dillard)
Executive Vice President and Director
(Mike Dillard)
* President, Chief Operating Officer
(William Dillard II) and Director
Director
(John Paul Hammerschmidt)
* Director
(William B. Harrison, Jr.)
* Director
(J.M. Hessels)
* Director
(John H. Johnson)
* Director
(E. Ray Kemp)
* Director
(William H. Sutton)
*By: /s/ James I. Freeman
James I. Freeman
(Attorney-in-Fact)
*James I. Freeman, by signing his name hereto, does sign this
document on behalf of each of the persons indicated above pursuant
to powers of attorney duly executed by such persons, filed or to be
filed with the Securities and Exchange Commission as supplemental
information.
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
*1(a) Form of Underwriting Agreement Standard
Provisions (Exhibit 1(a) in 33-53046)
1(b) Agency Agreement (to be filed on Form 8-K)
*4(a) Indenture dated as of May 15, 1988, between
the Company and Chemical Bank, Trustee
(Exhibit 4 in 33-21671)
*4(b) First Supplemental Indenture dated as of
December 16, 1988, between the Company and
Chemical Bank, Trustee (Exhibit 4.2 in 33-
25114)
*4(c) Second Supplemental Indenture dated as of
September 14, 1990, between the Company and
Chemical Bank, Trustee (Exhibit 4(c) to
Current Report on Form 8-K dated September 26,
1990 in 1-6140)
**5 Opinion and consent of Friday, Eldredge &
Clark
*12 Statement regarding computation of ratio of
earnings to fixed charges of the Company
(Exhibit (12) to Form 10-Q for the quarter
ended July 29, 1995 in 1-6140)
23.1 Consent of Deloitte & Touche LLP
**23.2 Consent of Friday, Eldredge & Clark (included
in Exhibit 5)
**24 Powers of Attorney
**25 Statement of Eligibility and Qualification on
Form T-1 of Chemical Bank
*Incorporated herein by reference as indicated.
**Previously filed.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment
No. 1 to Registration Statement No. 33-64355 of Dillard Department
Stores, Inc. and subsidiaries on Form S-3 of our reports (which
express an unqualified opinion and include an explanatory paragraph
relating to a change in accounting for income taxes) dated February
22, 1995, appearing in and incorporated by reference in the Annual
Report on Form 10-K of Dillard Department Stores, Inc. and
subsidiaries for the year ended January 28, 1995 and to the
reference to us under the heading "Experts" in the Prospectus,
which is part of such Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
December 6, 1995
