DILLARD DEPARTMENT STORES INC
NT 11-K, 1996-06-28
DEPARTMENT STORES
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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, D.C.  20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING
                                          Commission File Number 33-42553

(Check One):

[ ] Form 10-K and Form 10-KSB [X] Form 11-K [ ] Form 20-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR

                   For period ended December 31, 1995

[ ]  Transition Report on Form 10-K and Form 10-KSB
[ ]  Transition Report on Form 20-F
[ ]  Transition Report on Form 11-K               
[ ]  Transition Report on Form 10-Q and Form 10-QSB
[ ]  Transition Report on Form N-SAR

        For the transition period ended                         

        Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.

        If the notification relates to a portion of the filing
checked above, identify the item(s) to which the notification
relates:                                                     

                                                             


                                PART I
                         REGISTRANT INFORMATION

Full name of registrant   Dillard Department Stores, Inc. Retirement Plan   

Former name if applicable                                    

Address of principal executive office (Street and Number)    

1600 Cantrell Road                                           

City, State and Zip Code  Little Rock, Arkansas  72201       




<PAGE>




                                 PART II
                          RULE 12b-25(b) AND (c)

        If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief
pursuant to Rule 12b-25(b), the following should be completed. 
(Check appropriate box.)

[ ]  (a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without unreasonable
effort or expense;

[X]  (b) The subject annual report, semi-annual report,
transition report on Forms 10-K, 10-KSB, 20-F, 11-K or Form N-
SAR, or position thereof will be filed on or before the 15th
calendar day following the prescribed due date; or the subject
quarterly report on transition report on Form 10-Q, 10-QSB, or
portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and

[X]  (c) The accountant's statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable.

                         PART III
                         NARRATIVE

        State below in reasonable detail the reasons why Forms
10-K, 10-KSB, 11-K, 20-F, 10-Q, 10-QSB, N-SAR or the
transition report portion thereof could not be filed within
the prescribed time period.  (Attach extra sheets if needed.)

        Registrant's Annual Report on Form 11-K for the period
ended December 31, 1995 could not be filed on the due date of
June 28, 1996 because the independent auditors were unable to
get the necessary information from Federated Retirement Plan
Services in order to complete the audit of the financial
statements.

                         PART IV
                   OTHER INFORMATION

        (1)  Name and telephone number of person to contact in
regard to this notification.

John Hawkins                    501-376-5345                 
(Name)                        (Area Code)  (Telephone Number)       

        (2)  Have all other periodic reports required under
Section 13 or 15(d) or the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?  If
the answer is no, identify report(s).
                               [X] Yes                 [ ] No

<PAGE>

        (3)  Is it anticipated that any significant change in
results of operations from the corresponding period for the
last fiscal year will be reflected by the earnings statements
to be included in the subject report or portion thereof?
                               [ ] Yes                 [X] No

        If so:  attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate,
state the reasons why a reasonable estimate of the results
cannot be made.

 Dillard Department Stores, Inc. Retirement Plan     
    (Name of Registrant as Specified in Charter)


        Has caused this notification to be signed on its behalf
by the undersigned thereunto duly authorized.

Date  June 28, 1996             By  /s/ James I. Freeman    
                                        James I. Freeman
                                      Senior Vice President and Chief
                                      Financial Officer
                                      Dillard Department Stores, Inc.
                       Attention

        Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).

<PAGE>

                       Exhibit Index


Exhibit 99    Statement from Independent Auditors











Dillard's Administrative Committee
Dillard Department Stores, Inc.
P.O. Box 486
Little Rock, Arkansas 72203-0486

This is to confirm that we have been unable to obtain the necessary
information from Federated Retirement Plan Services (Plan Servicer)
to complete the examination of the Financial Statements of Dillard 
Department Stores, Inc. Retirement Plan on a timely basis in order
for you to file your Form 11-K with the Securities and Exchange
Commission by June 28, 1996. 




Baird Kurtz & Dobson
Little Rock, Arkansas

June 27, 1996








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