As filed with the Securities and Exchange Commission on May 1, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
DILLARD'S, 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)
Paul J. Schroeder, 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
400 West Capitol Avenue, Suite 2000
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
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.
<PAGE>
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
Debt Securities $300,000,000(2)(3) 100% $300,000,000 $ 88,500.00
(1) Estimated solely for purposes of calculating the registration fee.
(2) 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.
(3) As set forth below, an additional $200,000,000 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 $60,606.06 was
paid by the Company in connection with such securities.
<PAGE>
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. 333-26343.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION
DATED May 1, 1998
DILLARD'S, 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.
$500,000,000 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 of Distribution" for possible indemnification arrangements for
underwriters, dealers, agents and purchasers.
<PAGE>
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 , 1998.
<PAGE>
AVAILABLE INFORMATION
Dillard's, 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.
Additionally, such material may be accessed at the Commission's Web site
(http://www.sec.gov). 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 (the
"Securities Act"). 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 document, filed with the Commission, is hereby incorporated
by reference in this Prospectus: the Company's Annual Report on Form 10-K for
the fiscal year ended January 31, 1998.
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 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's, Inc., 1600 Cantrell Road, Little Rock, Arkansas 72201, Attention:
James I. Freeman, telephone (501) 376-5200.
<PAGE>
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including any documents that are incorporated by
reference as set forth in "Incorporation of Certain Documents by Reference,"
contains forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. Such statements are
indicated by words or phrases such as "anticipates," "estimates," "projects,"
"management believes," "the Company believes" and similar words or phrases.
Such statements are subject to certain risks, uncertainties or assumptions.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated or projected.
THE COMPANY
Dillard's, Inc. is a regional group of traditional department stores
operating, as of January 31, 1998, 270 stores in Alabama, Arizona, Arkansas,
California, Colorado, Florida, Georgia, Illinois, Indiana, Iowa, Kansas,
Kentucky, Louisiana, Mississippi, Missouri, Nebraska, Nevada, New Mexico, North
Carolina, Ohio, Oklahoma, South Carolina, Tennessee, Texas, Virginia, Utah and
Wyoming. The stores vary from 30,000 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 160,000 square feet. The
stores are owned either by the Company or a wholly owned subsidiary, with the
exception of 66 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. Most of the 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.
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 $500,000,000 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.
<PAGE>
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 31,
1998. 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, capitalized interest and the interest portion of
rental expense which is approximated at one-third of rent expense.
Fiscal Year Ended
Jan. 31, Feb. 1, Feb. 3, Jan. 28, Jan. 29,
1998 1997 1996 1995 1994
3.69 3.61 2.86 3.72 3.57
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 The Chase Manhattan Bank (formerly known
as 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 paid
<PAGE>
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)
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.
<PAGE>
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, 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.
<PAGE>
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.
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
<PAGE>
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 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 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.
<PAGE>
"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.
"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.
<PAGE>
"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 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)
<PAGE>
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 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)
<PAGE>
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 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 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)
<PAGE>
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.
The Prospectus Supplement will state if any defeasance provision will apply
to the Offered Debt Securities.
Concerning the Trustee
The Chase Manhattan Bank (formerly known as Chemical Bank) ("Chase") is the
Trustee under the Indenture and is also the trustee under prior indentures
between the Company and Chase. Chase maintains normal banking relations with
the Company, including participating in and acting as Agent for a credit
agreement for the Company and DIC. Chase also is the trustee under indentures
between DIC and Chase.
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
<PAGE>
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. 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.
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, 425
Lexington Avenue, New York, New York 10017. William H. Sutton and Paul B.
Benham III, partners in Friday, Eldredge & Clark, beneficially own 4,000 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 $ 88,500.00
Legal fees 60,000.00
Printing and engraving 20,000.00
Accountants' fees 30,000.00
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 31,500.00
Total $320,000.00
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 The Chase Manhattan Bank(formerly known as
Chemical Bank), Trustee (Exhibit 4 in 33-21671)
*4(b) First Supplemental Indenture dated as of December 16,
1988, between the Company and The Chase Manhattan Bank(formerly known
as Chemical Bank), Trustee(Exhibit 4.2 in 33-25114)
*4(c) Second Supplemental Indenture dated as of September 14,
1990, between the Company and The Chase Manhattan Bank (formerly
known as 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-K
for the fiscal year ended January 31, 1998 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 on Form T-1 of The Chase Manhattan Bank
*Incorporated herein by reference as indicated.
<PAGE>
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.
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
<PAGE>
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 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 1st day of
May, 1998.
DILLARD'S, 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
registration statement has been signed by the following persons in the
capacities indicated, on the 1st day of May, 1998.
Chairman of the Board, Chief
Executive Officer and Director
_______*__________________ (Principal Executive Officer)
(William Dillard)
/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)
____________*______________ Executive Vice President and Director
(Alex Dillard)
____________*______________ Executive Vice President and Director
(Mike Dillard)
<PAGE>
____________*______________ President, Chief Operating Officer
(William Dillard II) and Director
_____________*_____________ Director
(John Paul Hammerschmidt)
______________*____________ Director
(William B. Harrison, Jr.)
________________*__________ Director
(John H. Johnson)
__________________*________ Director
(E. Ray Kemp)
________________*__________
(Jackson T. Stephens) Director
_________________*_________ 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 The Chase Manhattan Bank(formerly known as Chemical
Bank), Trustee (Exhibit 4 in 33-21671)
*4(b) First Supplemental Indenture dated as of
December 16, 1988, between the Company and The
Chase Manhattan Bank (formerly known as Chemical
Bank), Trustee (Exhibit 4.2 in 33-25114)
*4(c) Second Supplemental Indenture dated as of
September 14, 1990, between the Company and
The Chase Manhattan Bank (formerly known as 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-K for the fiscal year
ended January 31, 1998 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 on Form T-1 of The Chase Manhattan Bank
*Incorporated herein by reference as indicated.
<PAGE>
EXHIBIT 5
Friday, Eldredge & Clark
A Partnership of Individuals and Professional Associations
Attorneys at Law
400 West Capitol Avenue, Suite 2000
Little Rock, Arkansas 72201-3493
Telephone 501-376-2011
May 1, 1998
Dillard's, Inc.
1600 Cantrell Road
Little Rock, Arkansas 72201
Gentlemen:
We refer to the Registration Statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission on or about the
date hereof by Dillard's, Inc. (the "Company"), for the registration under the
Securities Act of 1933, as amended, of up to $300,000,000 principal amount of
its debt securities (the "Debt Securities") and for the qualification under the
Trust Indenture Act of 1939, as amended, of an Indenture, as heretofore
supplemented (such Indenture, as supplemented, is hereinafter referred to as
the "Indenture"), under which the Debt Securities are to be issued.
It is our opinion that all action necessary to make valid the proposed
issuance and sale by the Company of the Debt Securities to the purchasers
thereof will have been taken when:
a. The Registration Statement shall have become effective in accordance
with the applicable provisions of the Securities Act of 1933, as amended, and
the Trust Indenture Act of 1939, as amended;
b. Appropriate action shall have been taken by the Board of Directors of
the Company, or the Executive Committee thereof, for the purpose of authorizing
the consummation of the issuance and sale of the Debt Securities;
c. The Indenture under which the Debt Securities are to be issued shall
have been appropriately executed and delivered; and
d. The Debt Securities shall have been appropriately issued and delivered
for the consideration contemplated by, and otherwise in conformity with, the
acts, proceedings and documents referred to above.
It is our further opinion that when the foregoing steps have been taken
the Debt Securities will be legal, valid and binding obligations of the Company
in accordance with their terms, except as limited by bankruptcy, insolvency,
reorganization or similar laws affecting the enforcement of mortgages or other
creditors' rights. This opinion does not pass upon the matter of compliance
with "Blue Sky" laws or similar laws relating to the sale or distribution of
the Debt Securities by underwriters.
<PAGE>
We are members of the Arkansas Bar and do not hold ourselves out as
experts on the laws of any other State.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, as it may be amended, and consent to such references to
our firm as are made therein.
Very truly yours,
FRIDAY, ELDREDGE & CLARK
JCR/bb
<PAGE>
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Dillard's, 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 the impairment of long-lived assets and for long-lived assets
to be disposed of) dated February 23, 1998, appearing in and incorporated by
reference in the Annual Report on Form 10-K of Dillard's, Inc. and subsidiaries
for the year ended January 31, 1998 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
DELOITTE & TOUCHE LLP
New York, New York
April 28, 1998
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints James I. Freeman and John Hawkins, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign the Dillard's, Inc.
Registration Statement on Form S-3 pertaining to the offering of 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 $300,000,000 and to sign any and all
amendments (including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Calvin N. Clyde, Jr.
Calvin N. Clyde, Jr.
Director
Date: 4-14-98
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints James I. Freeman and John Hawkins, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign the Dillard's, Inc.
Registration Statement on Form S-3 pertaining to the offering of 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 $300,000,000 and to sign any and all
amendments (including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Robert C. Connor
Robert C. Connor
Director
Date: 4/16/98
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints James I. Freeman and John Hawkins, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign the Dillard's, Inc.
Registration Statement on Form S-3 pertaining to the offering of 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 $300,000,000 and to sign any and all
amendments (including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Will D. Davis
Will D. Davis
Director
Date: 4/14/98
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints James I. Freeman and John Hawkins, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign the Dillard's, Inc.
Registration Statement on Form S-3 pertaining to the offering of 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 $300,000,000 and to sign any and all
amendments (including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Alex Dillard
Alex Dillard
Director
Date: 4/16/98
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints James I. Freeman and John Hawkins, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign the Dillard's, Inc.
Registration Statement on Form S-3 pertaining to the offering of 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 $300,000,000 and to sign any and all
amendments (including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Mike Dillard
Mike Dillard
Director
Date: 4/14/98
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints James I. Freeman and John Hawkins, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign the Dillard's, Inc.
Registration Statement on Form S-3 pertaining to the offering of 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 $300,000,000 and to sign any and all
amendments (including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ William Dillard
William Dillard
Director
Date: 4-16-98
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints James I. Freeman and John Hawkins, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign the Dillard's, Inc.
Registration Statement on Form S-3 pertaining to the offering of 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 $300,000,000 and to sign any and all
amendments (including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ William Dillard II
William Dillard, II
Director
Date: 4-14-98
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints James I. Freeman and John Hawkins, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign the Dillard's, Inc.
Registration Statement on Form S-3 pertaining to the offering of 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 $300,000,000 and to sign any and all
amendments (including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ Drue Corbusier
Drue Corbusier
Director
Date: 4-16-98
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints James I. Freeman and John Hawkins, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign the Dillard's, Inc.
Registration Statement on Form S-3 pertaining to the offering of 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 $300,000,000 and to sign any and all
amendments (including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ William H. Sutton
William H. Sutton
Director
Date: 4-16-98
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints James I. Freeman and John Hawkins, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign the Dillard's, Inc.
Registration Statement on Form S-3 pertaining to the offering of 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 $300,000,000 and to sign any and all
amendments (including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ John Paul Hammerschmidt
John Paul Hammerschmidt
Director
Date: 4/14/98
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints James I. Freeman and John Hawkins, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign the Dillard's, Inc.
Registration Statement on Form S-3 pertaining to the offering of 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 $300,000,000 and to sign any and all
amendments (including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ William B. Harrison, Jr.
William B. Harrison, Jr.
Director
Date: 4/14/98
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints James I. Freeman and John Hawkins, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign the Dillard's, Inc.
Registration Statement on Form S-3 pertaining to the offering of 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 $300,000,000 and to sign any and all
amendments (including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ J. T. Stephens
Jackson T. Stephens
Director
Date: 4-16-98
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints James I. Freeman and John Hawkins, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign the Dillard's, Inc.
Registration Statement on Form S-3 pertaining to the offering of 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 $300,000,000 and to sign any and all
amendments (including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ John H. Johnson
John H. Johnson
Director
Date: 4-14-98
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints James I. Freeman and John Hawkins, and each of them, his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign the Dillard's, Inc.
Registration Statement on Form S-3 pertaining to the offering of 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 $300,000,000 and to sign any and all
amendments (including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
/s/ E. Ray Kemp, Jr.
E. Ray Kemp, Jr.
Director
Date: 4-15-98
<PAGE>
<PAGE>___________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
________________________________________
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
____________________________________________
DILLARD'S INC.
(Exact name of obligor as specified in its charter)
Delaware 71-0388071
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1600 Cantrell Road
Little Rock, Arkansas 72201
(Address of principal executive offices) (Zip Code)
Debt Securities
(Title of the indenture securities)
<PAGE>
GENERAL
Item 1.General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York 12110.
Board of Governors of the Federal Reserve System, Washington, D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
- 2 -
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996
(see Exhibit 1 to Form T-1 filed in connection with Registration Statement
No. 333-06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference.
On July 14, 1996, in connection with the merger of Chemical Bank and The
Chase Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249,
which is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement
No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was
renamed The Chase Manhattan Bank).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or
examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 23rd
day of April, 1998.
THE CHASE MANHATTAN BANK
By _/s/_P. Kelly____________
/s/ P. Kelly
Vice President
- 3 -
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1997, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin.................................. $ 12,428
Interest-bearing balances.......................... 3,428
Securities:.........................................
Held to maturity securities......................... 2,561
Available for sale securities....................... 43,058
Federal funds sold and securities purchased under
agreements to resell............................... 29,633
Loans and lease financing receivables:
Loans and leases, net of unearned income $129,260
Less: Allowance for loan and lease losses 2,783
Less: Allocated transfer risk reserve...... 0
Loans and leases, net of unearned income,
allowance, and reserve............................. 126,477
Trading Assets...................................... 62,575
Premises and fixed assets (including capitalized
leases)............................................ 2,943
Other real estate owned............................. 295
Investments in unconsolidated subsidiaries and
associated companies............................... 231
Customers' liability to this bank on acceptances
outstanding........................................ 1,698
Intangible assets................................... 1,466
Other assets........................................ 10,268
TOTAL ASSETS........................................ $297,061
=========
- 4 -
<PAGE>
LIABILITIES
Deposits
In domestic offices................................ $94,524
Noninterest-bearing.....................$39,487
Interest-bearing........................ 55,037
In foreign offices, Edge and Agreement,
subsidiaries and IBF's............................. 71,162
Noninterest-bearing.....................$ 3,205
Interest-bearing....................... 67,957
Federal funds purchased and securities sold under agree-
ments to repurchase................................. 43,181
Demand notes issued to the U.S. Treasury............ 1,000
Trading liabilities................................. 48,903
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ..... 3,599
With a remaining maturity of more than one year..
through three years......................... 253
With a remaining maturity of more than three years. 132
Bank's liability on acceptances executed and outstanding 1,698
Subordinated notes and debentures................... 5,715
Other liabilities................................... 9,896
TOTAL LIABILITIES................................... 280,063
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock........................................ 1,211
Surplus (exclude all surplus related to preferred stock) 10,291
Undivided profits and capital reserves.............. 5,502
Net unrealized holding gains (losses)
on available-for-sale securities.................... (22)
Cumulative foreign currency translation adjustments. 16
TOTAL EQUITY CAPITAL............................... 16,998
TOTAL LIABILITIES AND EQUITY CAPITAL............... $297,061
==========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR.)
-5-
<PAGE>
