SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
_______________________
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
July 30, 1998
DATE OF REPORT (Date of earliest event reported)
DILLARD'S, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-6140 71-0388071
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification Number)
1600 Cantrell Road, Little Rock, Arkansas 72201
(Address of principal executive offices)
(Zip Code)
(501) 376-5200
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events
Pursuant to the terms and conditions of certain Terms
Agreements between Registrant and Morgan Stanley dated July 30,
1998, Registrant will issue on or about August 7, 1998 its
$200,000,000 aggregate principal amount of 6.43% Notes due 2004,
$100,000,000 aggregate principal amount of 6.69% Notes due 2007,
$200,000,000 aggregate principal amount of the 7.13% Debentures
due 2018, $100,000,000 aggregate principal amount of the 6.08%
REset Put Securities due 2010, $100,000,000 aggregate principal
amount of the 6.17% REset Put Securities due 2011, $150,000,000
aggregate principal amount of the 6.31% REset Put Securities due
2012 and $150,000,000 aggregate principal amount of the 6.39%
REset Put Securities due 2013.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 1(a) Terms Agreement dated July 30, 1998 between
Dillard's, Inc. ("Dillard's") and Morgan
Stanley & Co. Incorporated, as representative
of the Underwriters named in the Terms
Agreement ("Morgan Stanley"), relating to the
6.43% Notes due 2004
Exhibit 1(b) Terms Agreement dated July 30, 1998 between
Dillard's and Morgan Stanley, relating to the
6.69% Notes due 2007
Exhibit 1(c) Terms Agreement dated July 30, 1998 between
Dillard's and Morgan Stanley, relating to the
7.13% Debentures due 2018
Exhibit 1(d) Terms Agreement dated July 30, 1998 between
Dillard's and Morgan Stanley, relating to the
6.08% REset Put Securities due 2010
Exhibit 1(e) Terms Agreement dated July 30, 1998 between
Dillard's and Morgan Stanley, relating to the
6.17% REset Put Securities due 2011
Exhibit 1(f) Terms Agreement dated July 30, 1998 between
Dillard's and Morgan Stanley, relating to the
6.31% REset Put Securities due 2012
Exhibit 1(g) Terms Agreement dated July 30, 1998 between
Dillard's and Morgan Stanley, relating to the
6.39% REset Put Securities due 2013
<PAGE>
Exhibit 4(a) Form of 6.43% Notes due 2004
Exhibit 4(b) Form of 6.69% Notes due 2007
Exhibit 4(c) Form of 7.13% Debentures due 2018
Exhibit 4(d) Form of 6.08% REset Put Securities due 2010
Exhibit 4(e) Form of 6.17% REset Put Securities due 2011
Exhibit 4(f) Form of 6.31% REset Put Securities due 2012
Exhibit 4(g) Form of 6.39% REset Put Securities due 2013
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
DILLARD'S, INC.
(Registrant)
By: /s/ Steven K. Nelson
Steven K. Nelson
Vice President
Date: August 4, 1998
<PAGE>
Exhibit Index
Exhibits to Form 8-K
Number in
Exhibit Table Exhibit
Exhibit 1(a) Terms Agreement dated July 30, 1998 between
Dillard's, Inc. ("Dillard's") and Morgan
Stanley & Co. Incorporated, as representative
of the Underwriters named in the Terms
Agreement ("Morgan Stanley"), relating to the
6.43% Notes due 2004
Exhibit 1(b) Terms Agreement dated July 30, 1998 between
Dillard's and Morgan Stanley, relating to the
6.69% Notes due 2007
Exhibit 1(c) Terms Agreement dated July 30, 1998 between
Dillard's and Morgan Stanley, relating to the
7.13% Debentures due 2018
Exhibit 1(d) Terms Agreement dated July 30, 1998 between
Dillard's and Morgan Stanley, relating to the
6.08% REset Put Securities due 2010
Exhibit 1(e) Terms Agreement dated July 30, 1998 between
Dillard's and Morgan Stanley, relating to the
6.17% REset Put Securities due 2011
Exhibit 1(f) Terms Agreement dated July 30, 1998 between
Dillard's and Morgan Stanley, relating to the
6.31% REset Put Securities due 2012
Exhibit 1(g) Terms Agreement dated July 30, 1998 between
Dillard's and Morgan Stanley, relating to the
6.39% REset Put Securities due 2013
Exhibit 4(a) Form of 6.43% Notes due 2004
Exhibit 4(b) Form of 6.69% Notes due 2007
Exhibit 4(c) Form of 7.13% Debentures due 2018
Exhibit 4(d) Form of 6.08% REset Put Securities due 2010
Exhibit 4(e) Form of 6.17% REset Put Securities due 2011
Exhibit 4(f) Form of 6.31% REset Put Securities due 2012
Exhibit 4(g) Form of 6.39% REset Put Securities due 2013
<PAGE>
DILLARD'S, INC.
("Company")
Debt Securities
TERMS AGREEMENT
July 30, 1998
Dillard's, Inc.
1600 Cantrell Road
Little Rock, Arkansas 72201
Attention: Vice President and Treasurer
Dear Sirs:
On behalf of the several Underwriters named in Schedule
A hereto and for their respective accounts, we offer to purchase,
on and subject to the terms and conditions of the Underwriting
Agreement Basic Provisions filed as an exhibit to the Company's
registration statement on Form S-3 (No. 333-59183) ("Underwriting
Agreement"), the following securities ("Securities") 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, a
Second Supplemental Indenture dated as of September 14, 1990, and
a Third Supplemental Indenture dated as of August 3, 1998,
between the Company and The Chase Manhattan Bank, as Trustee, on
the following terms:
Title: 6.43% Notes Due 2004
Aggregate Principal Amount: $200,000,000
Interest: 6.43% per annum, from August 7, 1998, payable
semiannually on February 1 and August 1 and commencing February
1, 1999, to holders of record on the preceding January 15 or July
15, as the case may be.
Maturity: August 1, 2004.
Redemption: No provisions for redemption except for upon
the occurrence of a Merger Termination Event, as such term is
described in the Prospectus.
Purchase Price: 99.342% of the principal amount of the
Securities, plus accrued interest from August 7, 1998, if any.
Expected Reoffering Price: 99.967% of the principal
amount of the Securities, plus accrued interest from
August 7, 1998, if any.
Specified Funds for Payment of Purchase Price: Federal
(same-day) funds.
Closing Date: 10:00 A.M. on August 7, 1998, at the offices
of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York,
New York 10017.
Name and Address of Representatives:
Morgan Stanley & Co. Incorporated
1585 Broadway, Second Floor
New York, New York 10036
The respective principal amounts of the Securities to be
purchased by each of the Underwriters are set forth opposite
their names in Schedule A hereto.
It is understood that we may, with your consent, amend this offer
to add additional Underwriters and reduce the aggregate principal
amount to be purchased by the Underwriters listed in Schedule A
hereto by the aggregate principal amount to be purchased by such
additional Underwriters.
The provisions of the Underwriting Agreement are
incorporated herein by reference.
The Securities will be made available for checking and
packaging at the office of Morgan Stanley & Co. Incorporated at
least 24 hours prior to the Closing Date.
Please signify your acceptance of our offer by signing
the enclosed response to us in the space provided and returning
it to us.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
On behalf of themselves and as
Representatives of the Several
Underwriters
By Morgan Stanley & Co. Incorporated
By /s/ Harold J. Hendershott III
Name: Harold J. Hendershott III
Title: Vice President
SCHEDULE A
Principal
Underwriter Amount
Morgan Stanley & Co. Incorporated $100,000,000
Chase Securities Inc. $100,000,000
Total. . . . . . . . . . . . . . . . . . . . . . $200,000,000
=============
To: Morgan Stanley & Co. Incorporated
As Representatives of the Several
Underwriters,
c/o Morgan Stanley & Co. Incorporated
1585 Broadway, Second Floor
New York, New York 10036
We accept the offer contained in your letter dated
July 30, 1998, relating to $200,000,000 principal amount of our
6.43% Notes Due 2004. We also confirm that, to the best of our
knowledge after reasonable investigation, the representations
and warranties of the undersigned in the Underwriting Agreement
filed as an exhibit to the undersigned's registration statement
on Form S-3 (No. 333-59183) ("Underwriting Agreement") are true
and correct, no stop order suspending the effectiveness of the
Registration Statement (as defined in the Underwriting
Agreement) or of any part thereof has been issued and no
proceedings for that purpose have been instituted or, to the
knowledge of the undersigned, are contemplated by the
Securities and Exchange Commission and, subsequent to the
respective dates of the most recent financial statements in the
Prospectus (as defined in the Underwriting Agreement), there
has been (or in the case of a form of prospectus filed pursuant
to Rule 424(b)(1) or (4) there will be, as of the date of such
prospectus) no material adverse change in the financial
position or results of operations of the undersigned and its
subsidiaries except as set forth in or contemplated by the
Prospectus.
Very truly yours,
DILLARD'S, INC.
By /s/ James I. Freeman
Name: James I. Freeman
Title: Senior Vice President and
Chief Financial Officer
DILLARD'S, INC.
("Company")
Debt Securities
TERMS AGREEMENT
July 30, 1998
Dillard's, Inc.
1600 Cantrell Road
Little Rock, Arkansas 72201
Attention: Vice President and Treasurer
Dear Sirs:
On behalf of the several Underwriters named in Schedule
A hereto and for their respective accounts, we offer to purchase,
on and subject to the terms and conditions of the Underwriting
Agreement Basic Provisions filed as an exhibit to the Company's
registration statement on Form S-3 (No. 333-59183) ("Underwriting
Agreement"), the following securities ("Securities") 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, a
Second Supplemental Indenture dated as of September 14, 1990, and
a Third Supplemental Indenture dated as of August 3, 1998,
between the Company and The Chase Manhattan Bank, as Trustee, on
the following terms:
Title: 6.69% Notes Due 2007
Aggregate Principal Amount: $100,000,000
Interest: 6.69% per annum, from August 7, 1998, payable
semiannually on February 1 and August 1 and commencing February
1, 1999, to holders of record on the preceding January 15 or July
15, as the case may be.
Maturity: August 1, 2007.
Redemption: No provisions for redemption except for upon
the occurrence of a Merger Termination Event, as such term is
described in the Prospectus.
Purchase Price: 99.318% of the principal amount of the
Securities, plus accrued interest from August 7, 1998, if any.
Expected Reoffering Price: 99.968% of the principal
amount of the Securities, plus accrued interest from
August 7, 1998, if any.
Specified Funds for Payment of Purchase Price: Federal
(same-day) funds.
Closing Date: 10:00 A.M. on August 7, 1998, at the offices
of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York,
New York 10017.
Name and Address of Representatives:
Morgan Stanley & Co. Incorporated
1585 Broadway, Second Floor
New York, New York 10036
The respective principal amounts of the Securities to be
purchased by each of the Underwriters are set forth opposite
their names in Schedule A hereto.
Morgan Stanley & Co. Incorporated will reimburse the Company for
certain expenses in the amount of $25,000.
It is understood that we may, with your consent, amend this offer
to add additional Underwriters and reduce the aggregate principal
amount to be purchased by the Underwriters listed in Schedule A
hereto by the aggregate principal amount to be purchased by such
additional Underwriters.
The provisions of the Underwriting Agreement are
incorporated herein by reference.
The Securities will be made available for checking and
packaging at the office of Morgan Stanley & Co. Incorporated at
least 24 hours prior to the Closing Date.
Please signify your acceptance of our offer by signing
the enclosed response to us in the space provided and returning
it to us.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
On behalf of themselves and as
Representatives of the Several
Underwriters
By Morgan Stanley & Co. Incorporated
By /s/ Harold J. Hendershott III
Name: Harold J. Hendershott III
Title: Vice President
SCHEDULE A
Principal
Underwriter Amount
Morgan Stanley & Co. Incorporated $50,000,000
Chase Securities Inc. $50,000,000
Total. . . . . . . . . . . . . . . . . . . . . . $100,000,000
=========
To: Morgan Stanley & Co. Incorporated
As Representatives of the Several
Underwriters,
c/o Morgan Stanley & Co. Incorporated
1585 Broadway, Second Floor
New York, New York 10036
We accept the offer contained in your letter dated
July 30, 1998, relating to $100,000,000 principal amount of our
6.69% Notes Due 2007. We also confirm that, to the best of our
knowledge after reasonable investigation, the representations
and warranties of the undersigned in the Underwriting Agreement
filed as an exhibit to the undersigned's registration statement
on Form S-3 (No. 333-59183) ("Underwriting Agreement") are true
and correct, no stop order suspending the effectiveness of the
Registration Statement (as defined in the Underwriting
Agreement) or of any part thereof has been issued and no
proceedings for that purpose have been instituted or, to the
knowledge of the undersigned, are contemplated by the
Securities and Exchange Commission and, subsequent to the
respective dates of the most recent financial statements in the
Prospectus (as defined in the Underwriting Agreement), there
has been (or in the case of a form of prospectus filed pursuant
to Rule 424(b)(1) or (4) there will be, as of the date of such
prospectus) no material adverse change in the financial
position or results of operations of the undersigned and its
subsidiaries except as set forth in or contemplated by the
Prospectus.
Very truly yours,
DILLARD'S, INC.
By /s/ James I. Freeman
Name: James I. Freeman
Title: Senior Vice President and
Chief Financial Officer
DILLARD'S, INC.
("Company")
Debt Securities
TERMS AGREEMENT
July 30, 1998
Dillard's, Inc.
1600 Cantrell Road
Little Rock, Arkansas 72201
Attention: Vice President and Treasurer
Dear Sirs:
On behalf of the several Underwriters named in Schedule
A hereto and for their respective accounts, we offer to purchase,
on and subject to the terms and conditions of the Underwriting
Agreement Basic Provisions filed as an exhibit to the Company's
registration statement on Form S-3 (No. 333-59183) ("Underwriting
Agreement"), the following securities ("Securities") 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, a
Second Supplemental Indenture dated as of September 14, 1990, and
a Third Supplemental Indenture dated as of August 3, 1998,
between the Company and The Chase Manhattan Bank, as Trustee, on
the following terms:
Title: 7.13% Debentures Due 2018
Aggregate Principal Amount: $200,000,000
Interest: 7.13% per annum, from August 7, 1998, payable
semiannually on February 1 and August 1 and commencing February
1, 1999, to holders of record on the preceding January 15 or July
15, as the case may be.
Maturity: August 1, 2018.
Redemption: No provisions for redemption except for upon
the occurrence of a Merger Termination Event, as such term is
described in the Prospectus.
Purchase Price: 99.125% of the principal amount of the
Securities, plus accrued interest from August 7, 1998, if any.
Expected Reoffering Price: 100% of the principal
amount of the Securities, plus accrued interest from
August 7, 1998, if any.
Specified Funds for Payment of Purchase Price: Federal
(same-day) funds.
Closing Date: 10:00 A.M. on August 7, 1998, at the offices
of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York,
New York 10017.
Name and Address of Representatives:
Morgan Stanley & Co. Incorporated
1585 Broadway, Second Floor
New York, New York 10036
The respective principal amounts of the Securities to be
purchased by each of the Underwriters are set forth opposite
their names in Schedule A hereto.
It is understood that we may, with your consent, amend this offer
to add additional Underwriters and reduce the aggregate principal
amount to be purchased by the Underwriters listed in Schedule A
hereto by the aggregate principal amount to be purchased by such
additional Underwriters.
The provisions of the Underwriting Agreement are
incorporated herein by reference.
The Securities will be made available for checking and
packaging at the office of Morgan Stanley & Co. Incorporated at
least 24 hours prior to the Closing Date.
Please signify your acceptance of our offer by signing
the enclosed response to us in the space provided and returning
it to us.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
On behalf of themselves and as
Representatives of the Several
Underwriters
By Morgan Stanley & Co. Incorporated
By /s/ Harold J. Hendershott III
Name: Harold J. Hendershott III
Title: Vice President
SCHEDULE A
Principal
Underwriter Amount
Morgan Stanley & Co. Incorporated $100,000,000
Chase Securities Inc. $100,000,000
Total. . . . . . . . . . . . . . . . . . . . . . $200,000,000
=========
To: Morgan Stanley & Co. Incorporated
As Representatives of the Several
Underwriters,
c/o Morgan Stanley & Co. Incorporated
1585 Broadway, Second Floor
New York, New York 10036
We accept the offer contained in your letter dated
July 30, 1998, relating to $200,000,000 principal amount of our
7.13% Debentures Due 2018. We also confirm that, to the best
of our knowledge after reasonable investigation, the
representations and warranties of the undersigned in the
Underwriting Agreement filed as an exhibit to the undersigned's
registration statement on Form S-3 (No. 333-59183)
("Underwriting Agreement") are true and correct, no stop order
suspending the effectiveness of the Registration Statement (as
defined in the Underwriting Agreement) or of any part thereof
has been issued and no proceedings for that purpose have been
instituted or, to the knowledge of the undersigned, are
contemplated by the Securities and Exchange Commission and,
subsequent to the respective dates of the most recent financial
statements in the Prospectus (as defined in the Underwriting
Agreement), there has been (or in the case of a form of
prospectus filed pursuant to Rule 424(b)(1) or (4) there will
be, as of the date of such prospectus) no material adverse
change in the financial position or results of operations of
the undersigned and its subsidiaries except as set forth in or
contemplated by the Prospectus.
Very truly yours,
DILLARD'S, INC.
By /s/ James I. Freeman
Name: James I. Freeman
Title: Senior Vice President and
Chief Financial Officer
DILLARD'S, INC.
$100,000,000 OF 6.08% RESET PUT SECURITIES DUE 2010
TERMS AGREEMENT
July 30, 1998
Morgan Stanley & Co. Incorporated
As Representatives of the Several
Underwriters,
c/o Morgan Stanley & Co. Incorporated
1585 Broadway, 2nd Floor
New York, New York 10036
Ladies and Gentlemen:
Dillard's, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell to Morgan Stanley & Co. Incorporated
(the "Representative"), on behalf of the several Underwriters
named in Schedule A hereto and for their respective accounts,
subject in all respects to the terms and conditions of the
Underwriting Agreement Basic Provisions (the "Agreement"), U.S.
$100,000,000 aggregate principal amount of its 6.08% REset Put
Securities Due 2010 described in the Prospectus Supplement (as
defined below). This agreement (this "Terms Agreement") is
supplemental to the Agreement. The notes to be issued pursuant
to this Terms Agreement are referred to herein as the "Notes".
All terms used herein have the meanings given to them in the
Agreement except as otherwise indicated.
The following terms and conditions of the Notes are more
extensively described in the Company's Prospectus Supplement,
dated July 30, 1998, relating to the Notes (the "Prospectus
Supplement"):
Title: 6.08% REset Put Securities Due 2010
("REPSSM")*
Trade Date: July 30, 1998
Original Issue Date: August 7, 1998
Principal Amount: $100,000,000
Price to Public: 99.986% of Principal Amount,
plus accrued interest, if
any, from and including
August 7, 1998
Purchase Price: 99.736% of Principal Amount,
plus accrued interest, if
any, from and including
August 7, 1998
Consideration for Remarketing: The Representative will pay
the Company $2,060,000 for
the right to serve as
Remarketing Dealer under the
Remarketing Agreement
Interest Rate: 6.08%
Form: Book-Entry Only
Interest Payment Dates: February 1 and August 1 of
each year, commencing
February 1, 1999
Maturity Date: August 1, 2010, subject to
the purchase and repurchase
rights referred to below
Remarketing: The Notes may be purchased
by the Remarketing Dealer
prior to the Maturity Date,
as described in the
Prospectus Supplement under
"Description of the Offered
Securities-The Reps-Purchase
by the Remarketing Dealer;
Remarketing"
Remarketing Dealer: Morgan Stanley & Co.
Incorporated
Repurchase by the Company: The Notes are subject to
repurchase by the Company
prior to the Maturity Date
if the Notes are not
purchased by the Remarketing
Dealer, as described in the
Prospectus Supplement under
"Description of the Offered
Securities-The
Reps-Mandatory Repurchase by
the Company" and "-Optional
Repurchase by the Company"
Purchase Date and Time: 10:00 a.m., New York time,
on August 7, 1998
Place for Delivery of Notes and Simpson Thacher & Bartlett
Payment Therefor: 425 Lexington Avenue
New York, New York
Method of Payment: Wire transfer of immediately
available funds
Name and Address of Morgan Stanley & Co.
Representatives: Incorporated
1585 Broadway, 2nd Floor
New York, NY 10036
The respective principal
amounts of the Securities to
be purchased by each of the
Underwriters are set forth
opposite their names in
Schedule A hereto
1. On the terms and subject to the conditions of the
Agreement and this Terms Agreement, the Company hereby agrees to
issue the Notes, and the Representative agrees, on behalf of the
several Underwriters named in Schedule A hereto and for their
respective accounts, to purchase from the Company, at a purchase
price of 99.736% of principal amount of the Notes, plus accrued
interest, if any, from and including August 7, 1998 (the
"Purchase Price"), the entire principal amount of Notes.
2. As a condition precedent to the Representative's
obligation to consummate the transaction referred to above, the
Representative shall have received the following: (1) a letter
from Friday Eldredge & Clark, counsel for the Company, to the
effect set forth in Section 6(c) of the Agreement and such other
legal matters as the Representative shall reasonably request;
(2) a letter from counsel for the Representative, to the effect
set forth in Section 4(b) of the Agreement, and such other legal
matters as the Representative shall reasonably request; (3) a
letter from Deloitte & Touche LLP to the effect set forth in
Section 4(d) of the Agreement; and (4) a certificate of the
Company dated as of August 7, 1998 to the effect set forth in
Section 4(h) of the Agreement.
3. This Terms Agreement is subject to termination by the
Representative as set forth in Section 10 of the Agreement. In
the event of such termination, no party shall have any liability
to any other party hereto, except as provided in Sections 5 and 7
of the Agreement and except for any direct liability arising
before or in relation to such termination.
4. If at any time when a Prospectus is required by the Act
to be delivered in connection with sales of the Notes (including
any sale of the Notes by the Remarketing Dealer or the
Representative or any of their affiliates in connection with
remarketing), any event shall occur or condition shall exist as a
result of which it is necessary, in the reasonable opinion of
counsel for the Representative or for the Company, to amend any
Registration Statement or amend or supplement any Prospectus or
Prospectus Supplement in order that such Prospectus or Prospectus
Supplement will not include any untrue statements of a material
fact or omit to state a material fact necessary in order to make
the statements therein not misleading in the light of the
circumstances existing at the time it is delivered to a
purchaser, or if it shall be necessary, in the opinion of such
counsel, at any such time to amend any Registration Statement or
file a new registration statement or amend or supplement any
Prospectus or issue a new prospectus, prospectus supplement or
pricing supplement in order to comply with the requirements of
the Act or the Commission's interpretations of the Act, the
Company shall prepare and file with the Commission such amendment
or supplement as may be necessary to correct such statement or
omission or to make any such Registration Statement or any such
Prospectus or Prospectus Supplement comply with such
requirements, or prepare and file any such new registration
statement and prospectus as may be necessary for such purpose,
and furnish to such Representative such number of copies of such
amendment, supplement, prospectus or other document as they may
reasonably request. In addition, the Company shall, in
connection with any such sale of the applicable principal amount
of Notes by the Representative or any of its affiliates in
connection with remarketing, (i) execute and deliver or cause to
be executed and delivered legal documentation (including a
purchase agreement or underwriting agreement and registration
rights agreement with customary indemnities, covenants,
representations and warranties, comfort letters and legal
opinions) in form and substance reasonably satisfactory to the
Representative, (ii) provide promptly upon request updated
consolidated financial statements to the date of its latest
report filed with the Commission, and (iii) to the extent the
Company and the Representative deem reasonably necessary for
successful completion of the Coupon Reset Process, make available
senior management of the Company for road show and one-on-one
presentations.
5. All notices to the Representative pursuant to Section 11
of the Agreement shall be sent to Morgan Stanley & Co.
Incorporated, 1585 Broadway, 3rd Floor, New York, New York 10036,
Attention: DPG, Telephone: 212-761-2566, Telecopy: 212-761-0580.
6. This agreement is a Terms Agreement referred to in the
Agreement and shall be governed by and construed in accordance
with the laws of the State of New York and shall be binding upon
the parties hereto and their respective successors.
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement between the Company and the
Representative.
Very truly yours,
DILLARD'S, INC.
By: /s/ James I Freeman
Name: James I. Freeman
Title: Senior Vice President and
Chief Financial Officer
Accepted as of the date hereof:
MORGAN STANLEY & CO.
INCORPORATED
On behalf of themselves and as
Representatives of the Several
Underwriters
By Morgan Stanley & Co. Incorporated
By: /s/ Harold J. Hendershott III
Name: Harold J. Hendershott III
Title: Vice President
SCHEDULE A
Principal
Underwriter Amount
Morgan Stanley & Co. Incorporated $50,000,000
Chase Securities Inc. $50,000,000
Total. . . . . . . . . . . . . . . . . . . $100,000,000
==========
_______________________________
* REPS is a service mark of Morgan Stanley Dean Witter & Co.
DILLARD'S, INC.
$100,000,000 OF 6.17% RESET PUT SECURITIES DUE 2011
TERMS AGREEMENT
July 30, 1998
Morgan Stanley & Co. Incorporated
As Representatives of the Several
Underwriters,
c/o Morgan Stanley & Co. Incorporated
1585 Broadway, 2nd Floor
New York, New York 10036
Ladies and Gentlemen:
Dillard's, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell to Morgan Stanley & Co. Incorporated
(the "Representative"), on behalf of the several Underwriters
named in Schedule A hereto and for their respective accounts,
subject in all respects to the terms and conditions of the
Underwriting Agreement Basic Provisions (the "Agreement"), U.S.
$100,000,000 aggregate principal amount of its 6.17% REset Put
Securities Due 2011 described in the Prospectus Supplement (as
defined below). This agreement (this "Terms Agreement") is
supplemental to the Agreement. The notes to be issued pursuant
to this Terms Agreement are referred to herein as the "Notes".
All terms used herein have the meanings given to them in the
Agreement except as otherwise indicated.
The following terms and conditions of the Notes are more
extensively described in the Company's Prospectus Supplement,
dated July 30, 1998, relating to the Notes (the "Prospectus
Supplement"):
Title: 6.17% REset Put Securities
Due 2011 ("REPSSM")*
Trade Date: July 30, 1998
Original Issue Date: August 7, 1998
Principal Amount: $100,000,000
Price to Public: 99.980% of Principal Amount,
plus accrued interest, if
any, from and including
August 7, 1998
Purchase Price: 99.630% of Principal Amount,
plus accrued interest, if
any, from and including
August 7, 1998
Consideration for Remarketing: The Representative will pay
the Company $2,330,000 for
the right to serve as
Remarketing Dealer under the
Remarketing Agreement
Interest Rate: 6.17%
Form: Book-Entry Only
Interest Payment Dates: February 1 and August 1 of
each year, commencing
February 1, 1999
Maturity Date: August 1, 2011, subject to
the purchase and repurchase
rights referred to below
Remarketing: The Notes may be purchased
by the Remarketing Dealer
prior to the Maturity Date,
as described in the
Prospectus Supplement under
"Description of the Offered
Securities-The Reps-Purchase
by the Remarketing Dealer;
Remarketing"
Remarketing Dealer: Morgan Stanley & Co.
Incorporated
Repurchase by the Company: The Notes are subject to
repurchase by the Company
prior to the Maturity Date
if the Notes are not
purchased by the Remarketing
Dealer, as described in the
Prospectus Supplement under
"Description of the Offered
Securities-The
Reps-Mandatory Repurchase by
the Company" and "-Optional
Repurchase by the Company"
Purchase Date and Time: 10:00 a.m., New York time,
on August 7, 1998
Place for Delivery of Notes and Simpson Thacher & Bartlett
Payment Therefor: 425 Lexington Avenue
New York, New York
Method of Payment: Wire transfer of immediately
available funds
Name and Address of Morgan Stanley & Co.
Representatives: Incorporated
1585 Broadway, 2nd Floor
New York, NY 10036
The respective principal
amounts of the Securities to
be purchased by each of the
Underwriters are set forth
opposite their names in
Schedule A hereto
1. On the terms and subject to the conditions of the
Agreement and this Terms Agreement, the Company hereby agrees to
issue the Notes, and the Representative agrees, on behalf of the
several Underwriters named in Schedule A hereto and for their
respective accounts, to purchase from the Company, at a purchase
price of 99.630% of principal amount of the Notes, plus accrued
interest, if any, from and including August 7, 1998 (the
"Purchase Price"), the entire principal amount of Notes.
2. As a condition precedent to the Representative's
obligation to consummate the transaction referred to above, the
Representative shall have received the following: (1) a letter
from Friday Eldredge & Clark, counsel for the Company, to the
effect set forth in Section 6(c) of the Agreement and such other
legal matters as the Representative shall reasonably request;
(2) a letter from counsel for the Representative, to the effect
set forth in Section 4(b) of the Agreement, and such other legal
matters as the Representative shall reasonably request; (3) a
letter from Deloitte & Touche LLP to the effect set forth in
Section 4(d) of the Agreement; and (4) a certificate of the
Company dated as of August 7, 1998 to the effect set forth in
Section 4(h) of the Agreement.
3. This Terms Agreement is subject to termination by the
Representative as set forth in Section 10 of the Agreement. In
the event of such termination, no party shall have any liability
to any other party hereto, except as provided in Sections 5 and 7
of the Agreement and except for any direct liability arising
before or in relation to such termination.
4. If at any time when a Prospectus is required by the Act
to be delivered in connection with sales of the Notes (including
any sale of the Notes by the Remarketing Dealer or the
Representative or any of their affiliates in connection with
remarketing), any event shall occur or condition shall exist as a
result of which it is necessary, in the reasonable opinion of
counsel for the Representative or for the Company, to amend any
Registration Statement or amend or supplement any Prospectus or
Prospectus Supplement in order that such Prospectus or Prospectus
Supplement will not include any untrue statements of a material
fact or omit to state a material fact necessary in order to make
the statements therein not misleading in the light of the
circumstances existing at the time it is delivered to a
purchaser, or if it shall be necessary, in the opinion of such
counsel, at any such time to amend any Registration Statement or
file a new registration statement or amend or supplement any
Prospectus or issue a new prospectus, prospectus supplement or
pricing supplement in order to comply with the requirements of
the Act or the Commission's interpretations of the Act, the
Company shall prepare and file with the Commission such amendment
or supplement as may be necessary to correct such statement or
omission or to make any such Registration Statement or any such
Prospectus or Prospectus Supplement comply with such
requirements, or prepare and file any such new registration
statement and prospectus as may be necessary for such purpose,
and furnish to such Representative such number of copies of such
amendment, supplement, prospectus or other document as they may
reasonably request. In addition, the Company shall, in
connection with any such sale of the applicable principal amount
of Notes by the Representative or any of its affiliates in
connection with remarketing, (i) execute and deliver or cause to
be executed and delivered legal documentation (including a
purchase agreement or underwriting agreement and registration
rights agreement with customary indemnities, covenants,
representations and warranties, comfort letters and legal
opinions) in form and substance reasonably satisfactory to the
Representative, (ii) provide promptly upon request updated
consolidated financial statements to the date of its latest
report filed with the Commission, and (iii) to the extent the
Company and the Representative deem reasonably necessary for
successful completion of the Coupon Reset Process, make available
senior management of the Company for road show and one-on-one
presentations.
5. All notices to the Representative pursuant to Section 11
of the Agreement shall be sent to Morgan Stanley & Co.
Incorporated, 1585 Broadway, 3rd Floor, New York, New York 10036,
Attention: DPG, Telephone: 212-761-2566, Telecopy: 212-761-0580.
6. This agreement is a Terms Agreement referred to in the
Agreement and shall be governed by and construed in accordance
with the laws of the State of New York and shall be binding upon
the parties hereto and their respective successors.
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement between the Company and the
Representative.
Very truly yours,
DILLARD'S, INC.
By: /s/ James I. Freeman
Name: James I. Freeman
Title: Senior Vice President and
Chief Financial Officer
Accepted as of the date hereof:
MORGAN STANLEY & CO.
INCORPORATED
On behalf of themselves and as
Representatives of the Several
Underwriters
By Morgan Stanley & Co. Incorporated
By: /s/ Harold J. Hendershott III
Name: Harold J. Hendershott III
Title: Vice President
SCHEDULE A
Principal
Underwriter Amount
Morgan Stanley & Co. Incorporated $50,000,000
Chase Securities Inc. $50,000,000
Total. . . . . . . . . . . . . . . . . . . $100,000,000
=========
_______________________________
* REPS is a service mark of Morgan Stanley Dean Witter & Co.
DILLARD'S, INC.
$150,000,000 OF 6.31% RESET PUT SECURITIES DUE 2012
TERMS AGREEMENT
July 30, 1998
Morgan Stanley & Co. Incorporated
As Representatives of the Several
Underwriters,
c/o Morgan Stanley & Co. Incorporated
1585 Broadway, 2nd Floor
New York, New York 10036
Ladies and Gentlemen:
Dillard's, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell to Morgan Stanley & Co. Incorporated
(the "Representative"), on behalf of the several Underwriters
named in Schedule A hereto and for their respective accounts,
subject in all respects to the terms and conditions of the
Underwriting Agreement Basic Provisions (the "Agreement"), U.S.
$150,000,000 aggregate principal amount of its 6.31% REset Put
Securities Due 2012 described in the Prospectus Supplement (as
defined below). This agreement (this "Terms Agreement") is
supplemental to the Agreement. The notes to be issued pursuant
to this Terms Agreement are referred to herein as the "Notes".
All terms used herein have the meanings given to them in the
Agreement except as otherwise indicated.
The following terms and conditions of the Notes are more
extensively described in the Company's Prospectus Supplement,
dated July 30, 1998, relating to the Notes (the "Prospectus
Supplement"):
Title: 6.31% REset Put Securities
Due 2012 ("REPSSM")*
Trade Date: July 30, 1998
Original Issue Date: August 7, 1998
Principal Amount: $150,000,000
Price to Public: 99.998% of Principal Amount,
plus accrued interest, if
any, from and including
August 7, 1998
Purchase Price: 99.548% of Principal Amount,
plus accrued interest, if
any, from and including
August 7, 1998
Consideration for Remarketing: The Representative will pay
the Company $3,675,000 for
the right to serve as
Remarketing Dealer under the
Remarketing Agreement
Interest Rate: 6.31%
Form: Book-Entry Only
Interest Payment Dates: February 1 and August 1 of
each year, commencing
February 1, 1999
Maturity Date: August 1, 2012, subject to
the purchase and repurchase
rights referred to below
Remarketing: The Notes may be purchased
by the Remarketing Dealer
prior to the Maturity Date,
as described in the
Prospectus Supplement under
"Description of the Offered
Securities-The Reps-Purchase
by the Remarketing Dealer;
Remarketing"
Remarketing Dealer: Morgan Stanley & Co.
Incorporated
Repurchase by the Company: The Notes are subject to
repurchase by the Company
prior to the Maturity Date
if the Notes are not
purchased by the Remarketing
Dealer, as described in the
Prospectus Supplement under
"Description of the Offered
Securities-The
Reps-Mandatory Repurchase by
the Company" and "-Optional
Repurchase by the Company"
Purchase Date and Time: 10:00 a.m., New York time,
on August 7, 1998
Place for Delivery of Notes and Simpson Thacher & Bartlett
Payment Therefor: 425 Lexington Avenue
New York, New York
Method of Payment: Wire transfer of immediately
available funds
Name and Address of Morgan Stanley & Co.
Representatives: Incorporated
1585 Broadway, 2nd Floor
New York, NY 10036
The respective principal
amounts of the Securities to
be purchased by each of the
Underwriters are set forth
opposite their names in
Schedule A hereto
1. On the terms and subject to the conditions of the
Agreement and this Terms Agreement, the Company hereby agrees to
issue the Notes, and the Representative agrees, on behalf of the
several Underwriters named in Schedule A hereto and for their
respective accounts, to purchase from the Company, at a purchase
price of 99.548% of principal amount of the Notes, plus accrued
interest, if any, from and including August 7, 1998 (the
"Purchase Price"), the entire principal amount of Notes.
2. As a condition precedent to the Representative's
obligation to consummate the transaction referred to above, the
Representative shall have received the following: (1) a letter
from Friday Eldredge & Clark, counsel for the Company, to the
effect set forth in Section 6(c) of the Agreement and such other
legal matters as the Representative shall reasonably request;
(2) a letter from counsel for the Representative, to the effect
set forth in Section 4(b) of the Agreement, and such other legal
matters as the Representative shall reasonably request; (3) a
letter from Deloitte & Touche LLP to the effect set forth in
Section 4(d) of the Agreement; and (4) a certificate of the
Company dated as of August 7, 1998 to the effect set forth in
Section 4(h) of the Agreement.
3. This Terms Agreement is subject to termination by the
Representative as set forth in Section 10 of the Agreement. In
the event of such termination, no party shall have any liability
to any other party hereto, except as provided in Sections 5 and 7
of the Agreement and except for any direct liability arising
before or in relation to such termination.
4. If at any time when a Prospectus is required by the Act
to be delivered in connection with sales of the Notes (including
any sale of the Notes by the Remarketing Dealer or the
Representative or any of their affiliates in connection with
remarketing), any event shall occur or condition shall exist as a
result of which it is necessary, in the reasonable opinion of
counsel for the Representative or for the Company, to amend any
Registration Statement or amend or supplement any Prospectus or
Prospectus Supplement in order that such Prospectus or Prospectus
Supplement will not include any untrue statements of a material
fact or omit to state a material fact necessary in order to make
the statements therein not misleading in the light of the
circumstances existing at the time it is delivered to a
purchaser, or if it shall be necessary, in the opinion of such
counsel, at any such time to amend any Registration Statement or
file a new registration statement or amend or supplement any
Prospectus or issue a new prospectus, prospectus supplement or
pricing supplement in order to comply with the requirements of
the Act or the Commission's interpretations of the Act, the
Company shall prepare and file with the Commission such amendment
or supplement as may be necessary to correct such statement or
omission or to make any such Registration Statement or any such
Prospectus or Prospectus Supplement comply with such
requirements, or prepare and file any such new registration
statement and prospectus as may be necessary for such purpose,
and furnish to such Representative such number of copies of such
amendment, supplement, prospectus or other document as they may
reasonably request. In addition, the Company shall, in
connection with any such sale of the applicable principal amount
of Notes by the Representative or any of its affiliates in
connection with remarketing, (i) execute and deliver or cause to
be executed and delivered legal documentation (including a
purchase agreement or underwriting agreement and registration
rights agreement with customary indemnities, covenants,
representations and warranties, comfort letters and legal
opinions) in form and substance reasonably satisfactory to the
Representative, (ii) provide promptly upon request updated
consolidated financial statements to the date of its latest
report filed with the Commission, and (iii) to the extent the
Company and the Representative deem reasonably necessary for
successful completion of the Coupon Reset Process, make available
senior management of the Company for road show and one-on-one
presentations.
5. All notices to the Representative pursuant to Section 11
of the Agreement shall be sent to Morgan Stanley & Co.
Incorporated, 1585 Broadway, 3rd Floor, New York, New York 10036,
Attention: DPG, Telephone: 212-761-2566, Telecopy: 212-761-0580.
6. This agreement is a Terms Agreement referred to in the
Agreement and shall be governed by and construed in accordance
with the laws of the State of New York and shall be binding upon
the parties hereto and their respective successors.
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement between the Company and the
Representative.
Very truly yours,
DILLARD'S, INC.
By: /s/ James I. Freeman
Name: James I. Freeman
Title: Senior Vice President and
Chief Financial Officer
Accepted as of the date hereof:
MORGAN STANLEY & CO.
INCORPORATED
On behalf of themselves and as
Representatives of the Several
Underwriters
By Morgan Stanley & Co. Incorporated
By: /s/ Harold J. Hendershott III
Name: Harold J. Hendershott III
Title: Vice President
SCHEDULE A
Principal
Underwriter Amount
Morgan Stanley & Co. Incorporated $75,000,000
Chase Securities Inc. $75,000,000
Total. . . . . . . . . . . . . . . . . . . $150,000,000
=========
_______________________________
* REPS is a service mark of Morgan Stanley Dean Witter & Co.
DILLARD'S, INC.
$150,000,000 OF 6.39% RESET PUT SECURITIES DUE 2013
TERMS AGREEMENT
July 30, 1998
Morgan Stanley & Co. Incorporated
As Representatives of the Several
Underwriters,
c/o Morgan Stanley & Co. Incorporated
1585 Broadway, 2nd Floor
New York, New York 10036
Ladies and Gentlemen:
Dillard's, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell to Morgan Stanley & Co. Incorporated
(the "Representative"), on behalf of the several Underwriters
named in Schedule A hereto and for their respective accounts,
subject in all respects to the terms and conditions of the
Underwriting Agreement Basic Provisions (the "Agreement"), U.S.
$150,000,000 aggregate principal amount of its 6.39% REset Put
Securities Due 2013 described in the Prospectus Supplement (as
defined below). This agreement (this "Terms Agreement") is
supplemental to the Agreement. The notes to be issued pursuant
to this Terms Agreement are referred to herein as the "Notes".
All terms used herein have the meanings given to them in the
Agreement except as otherwise indicated.
The following terms and conditions of the Notes are more
extensively described in the Company's Prospectus Supplement,
dated July 30, 1998, relating to the Notes (the "Prospectus
Supplement"):
Title: 6.39% REset Put Securities
Due 2013 ("REPSSM")*
Trade Date: July 30, 1998
Original Issue Date: August 7, 1998
Principal Amount: $150,000,000
Price to Public: 99.989% of Principal Amount,
plus accrued interest, if
any, from and including
August 7, 1998
Purchase Price: 99.389% of Principal Amount,
plus accrued interest, if
any, from and including
August 7, 1998
Consideration for Remarketing: The Representative will pay
the Company $3,750,000 for
the right to serve as
Remarketing Dealer under the
Remarketing Agreement
Interest Rate: 6.39%
Form: Book-Entry Only
Interest Payment Dates: February 1 and August 1 of
each year, commencing
February 1, 1999
Maturity Date: August 1, 2013, subject to
the purchase and repurchase
rights referred to below
Remarketing: The Notes may be purchased
by the Remarketing Dealer
prior to the Maturity Date,
as described in the
Prospectus Supplement under
"Description of the Offered
Securities-The Reps-Purchase
by the Remarketing Dealer;
Remarketing"
Remarketing Dealer: Morgan Stanley & Co.
Incorporated
Repurchase by the Company: The Notes are subject to
repurchase by the Company
prior to the Maturity Date
if the Notes are not
purchased by the Remarketing
Dealer, as described in the
Prospectus Supplement under
"Description of the Offered
Securities-The
Reps-Mandatory Repurchase by
the Company" and "-Optional
Repurchase by the Company"
Purchase Date and Time: 10:00 a.m., New York time,
on August 7, 1998
Place for Delivery of Notes and Simpson Thacher & Bartlett
Payment Therefor: 425 Lexington Avenue
New York, New York
Method of Payment: Wire transfer of immediately
available funds
Name and Address of Morgan Stanley & Co.
Representatives: Incorporated
1585 Broadway, 2nd Floor
New York, NY 10036
The respective principal
amounts of the Securities to
be purchased by each of the
Underwriters are set forth
opposite their names in
Schedule A hereto
1. On the terms and subject to the conditions of the
Agreement and this Terms Agreement, the Company hereby agrees to
issue the Notes, and the Representative agrees, on behalf of the
several Underwriters named in Schedule A hereto and for their
respective accounts, to purchase from the Company, at a purchase
price of 99.389% of principal amount of the Notes, plus accrued
interest, if any, from and including August 7, 1998 (the
"Purchase Price"), the entire principal amount of Notes.
2. As a condition precedent to the Representative's
obligation to consummate the transaction referred to above, the
Representative shall have received the following: (1) a letter
from Friday Eldredge & Clark, counsel for the Company, to the
effect set forth in Section 6(c) of the Agreement and such other
legal matters as the Representative shall reasonably request;
(2) a letter from counsel for the Representative, to the effect
set forth in Section 4(b) of the Agreement, and such other legal
matters as the Representative shall reasonably request; (3) a
letter from Deloitte & Touche LLP to the effect set forth in
Section 4(d) of the Agreement; and (4) a certificate of the
Company dated as of August 7, 1998 to the effect set forth in
Section 4(h) of the Agreement.
3. This Terms Agreement is subject to termination by the
Representative as set forth in Section 10 of the Agreement. In
the event of such termination, no party shall have any liability
to any other party hereto, except as provided in Sections 5 and 7
of the Agreement and except for any direct liability arising
before or in relation to such termination.
4. If at any time when a Prospectus is required by the Act
to be delivered in connection with sales of the Notes (including
any sale of the Notes by the Remarketing Dealer or the
Representative or any of their affiliates in connection with
remarketing), any event shall occur or condition shall exist as a
result of which it is necessary, in the reasonable opinion of
counsel for the Representative or for the Company, to amend any
Registration Statement or amend or supplement any Prospectus or
Prospectus Supplement in order that such Prospectus or Prospectus
Supplement will not include any untrue statements of a material
fact or omit to state a material fact necessary in order to make
the statements therein not misleading in the light of the
circumstances existing at the time it is delivered to a
purchaser, or if it shall be necessary, in the opinion of such
counsel, at any such time to amend any Registration Statement or
file a new registration statement or amend or supplement any
Prospectus or issue a new prospectus, prospectus supplement or
pricing supplement in order to comply with the requirements of
the Act or the Commission's interpretations of the Act, the
Company shall prepare and file with the Commission such amendment
or supplement as may be necessary to correct such statement or
omission or to make any such Registration Statement or any such
Prospectus or Prospectus Supplement comply with such
requirements, or prepare and file any such new registration
statement and prospectus as may be necessary for such purpose,
and furnish to such Representative such number of copies of such
amendment, supplement, prospectus or other document as they may
reasonably request. In addition, the Company shall, in
connection with any such sale of the applicable principal amount
of Notes by the Representative or any of its affiliates in
connection with remarketing, (i) execute and deliver or cause to
be executed and delivered legal documentation (including a
purchase agreement or underwriting agreement and registration
rights agreement with customary indemnities, covenants,
representations and warranties, comfort letters and legal
opinions) in form and substance reasonably satisfactory to the
Representative, (ii) provide promptly upon request updated
consolidated financial statements to the date of its latest
report filed with the Commission, and (iii) to the extent the
Company and the Representative deem reasonably necessary for
successful completion of the Coupon Reset Process, make available
senior management of the Company for road show and one-on-one
presentations.
5. All notices to the Representative pursuant to Section 11
of the Agreement shall be sent to Morgan Stanley & Co.
Incorporated, 1585 Broadway, 3rd Floor, New York, New York 10036,
Attention: DPG, Telephone: 212-761-2566, Telecopy: 212-761-0580.
6. This agreement is a Terms Agreement referred to in the
Agreement and shall be governed by and construed in accordance
with the laws of the State of New York and shall be binding upon
the parties hereto and their respective successors.
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed
duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement between the Company and the
Representative.
Very truly yours,
DILLARD'S, INC.
By: /s/ James I. Freeman
Name: James I. Freeman
Title: Senior Vice President and
Chief Financial Officer
Accepted as of the date hereof:
MORGAN STANLEY & CO.
INCORPORATED
On behalf of themselves and as
Representatives of the Several
Underwriters
By Morgan Stanley & Co. Incorporated
By: /s/ Harold J. Hendershott III
Name: Harold J. Hendershott III
Title: Vice President
SCHEDULE A
Principal
Underwriter Amount
Morgan Stanley & Co. Incorporated $75,000,000
Chase Securities Inc. $75,000,000
Total. . . . . . . . . . . . . . . . . . . $150,000,000
=========
_______________________________
* REPS is a service mark of Morgan Stanley Dean Witter & Co.
DILLARD'S, INC.
6.43% NOTE DUE 2004
REGISTERED REGISTERED
NO. R-1
CUSIP 254067 AF8
If this Security is registered in the name of The
Depository Trust Company (the "Depositary") (55 Water
Street, New York, New York) or its nominee, this
Security may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of
such successor Depositary unless and until this
Security is exchanged in whole or in part for
Securities in definitive form. Unless this certificate
is presented by an authorized representative of the
Depositary to the Company or its agent for registration
of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative
of the Depositary and any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co. has an interest
herein.
DILLARD's, INC., a Delaware corporation (herein called
the "Company", which term includes any successor corporation
under the Indenture, hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of $200,000,000 (TWO HUNDRED MILLION
DOLLARS) on AUGUST 1, 2004, and to pay interest thereon from
August 7, 1998 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually
on February 1 and August 1 in each year, commencing February 1,
1999, at the rate of 6.43% per annum, until the principal hereof
is paid or made available for payment.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by
manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Dated: August 7, 1998
TRUSTEE'S CERTIFICATE DILLARD'S, INC.
OF AUTHENTICATION
This is one of the Securities By:
of the series designated Senior Vice President
therein referred to in the and Chief Financial Officer
within-mentioned Indenture.
THE CHASE MANHATTAN BANK (formerly ATTEST:
known as Chemical Bank), Trustee
By: _________________________ By: ________________________________
Authorized Officer Assistant Secretary
Reverse Side of Note
The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest,
which shall be the January 15 or July 15 (whether or not a
Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully
provided in said Indenture.
Payment of the principal of (and premium, if any) and
interest on this Security will be made at the office or agency of
the Company maintained for that purpose in New York, New York,
in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall
appear in the Security Register.
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture,
dated as of May 15, 1988, as supplemented by a First Supplemental
Indenture, dated as of December 16, 1988, a Second Supplemental
Indenture dated as of September 14, 1990 and a Third Supplemental
Indenture dated as of August 7, 1998 (as so supplemented, herein
called the "Indenture"), between the Company and The Chase
Manhattan Bank (formerly known as Chemical Bank), Trustee (herein
called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders
of the Securities and the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, limited in aggregate
principal amount to $200,000,000.
The Securities of this series are not subject to redemption
prior to maturity except in accordance with the following
paragraphs.
Upon the occurrence of a Merger Redemption Event (as defined
below), the Securities of this series shall be subject to
redemption in whole but not in part at a redemption price equal
to 102% of the aggregate principal amount thereof, plus accrued
and unpaid interest thereon to the date of redemption.
Immediately following a Merger Redemption Event, the Company will
mail a notice to the Trustee and the Holders of the Securities of
this series stating that the Merger Redemption Event has occurred
and that the Securities of this series will be redeemed no later
than 30 days after the date of such notice. The Securities of
this series shall be redeemed in whole at the foregoing
redemption price by said 30th day.
A "Merger Redemption Event" will be deemed to have occurred
at such time as either of the following events occurs: (i) the
Agreement and Plan of Merger, dated as of May 16, 1998 (the
"Merger Agreement"), among the Company, MBC Acquisition, Inc.
("NEWCO") and Mercantile Stores Company, Inc. ("Mercantile") is
terminated or (ii) the merger of NEWCO with and into Mercantile
pursuant to the Merger Agreement is not consummated on or prior
to October 31, 1998.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66-2/3% in principal amount of the
Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made
upon this Security.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest on
this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of
the Company in any place where the principal of (and premium, if
any) and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated
transferee or transferees.
The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and
any integral multiples thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT - ___________________ Custodian ___________
(Cust) (Minor)
under Uniform Gifts to Minors Act _______
(State)
Additional abbreviations may also be used
though not in the above list.
FOR VALUE RECEIVED, ____________________ hereby sell, assign
and transfer unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER
IDENTIFYING NUMBER
OF ASSIGNEE
____________________
/____________________/
Please print or typewrite name and address of assignee
the within Instrument of the said Company and do hereby
irrevocably constitute and appoint
, Attorney
to transfer the said Instrument on the books of the said Company
with full power of substitution in the premises.
Dated: _________________________
______________________________
NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON
THE FACE OF THE INSTRUMENT IN
EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR
ANY CHANGE WHATEVER
DILLARD'S, INC.
6.69% NOTE DUE 2007
REGISTERED REGISTERED
NO. R-1
CUSIP 254067 AG6
If this Security is registered in the name of The
Depository Trust Company (the "Depositary") (55 Water
Street, New York, New York) or its nominee, this
Security may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of
such successor Depositary unless and until this
Security is exchanged in whole or in part for
Securities in definitive form. Unless this certificate
is presented by an authorized representative of the
Depositary to the Company or its agent for registration
of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative
of the Depositary and any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co. has an interest
herein.
DILLARD's, INC., a Delaware corporation (herein called
the "Company", which term includes any successor corporation
under the Indenture, hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of $100,000,000 (ONE HUNDRED MILLION
DOLLARS) on AUGUST 1, 2007, and to pay interest thereon from
August 7, 1998 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually
on February 1 and August 1 in each year, commencing February 1,
1999, at the rate of 6.69% per annum, until the principal hereof
is paid or made available for payment.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by
manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Dated: August 7, 1998
TRUSTEE'S CERTIFICATE DILLARD'S, INC.
OF AUTHENTICATION
This is one of the Securities By:
of the series designated Senior Vice President
therein referred to in the and Chief Financial Officer
within-mentioned Indenture.
THE CHASE MANHATTAN BANK (formerly ATTEST:
known as Chemical Bank), Trustee
By: _________________________ By:________________________________
Authorized Officer Assistant Secretary
Reverse Side of Note
The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest,
which shall be the January 15 or July 15 (whether or not a
Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully
provided in said Indenture.
Payment of the principal of (and premium, if any) and
interest on this Security will be made at the office or agency of
the Company maintained for that purpose in New York, New York,
in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall
appear in the Security Register.
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture,
dated as of May 15, 1988, as supplemented by a First Supplemental
Indenture, dated as of December 16, 1988, a Second Supplemental
Indenture dated as of September 14, 1990 and a Third Supplemental
Indenture dated as of August 7, 1998 (as so supplemented, herein
called the "Indenture"), between the Company and The Chase
Manhattan Bank (formerly known as Chemical Bank), Trustee (herein
called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders
of the Securities and the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, limited in aggregate
principal amount to $100,000,000.
The Securities of this series are not subject to redemption
prior to maturity except in accordance with the following
paragraphs.
Upon the occurrence of a Merger Redemption Event (as defined
below), the Securities of this series shall be subject to
redemption in whole but not in part at a redemption price equal
to 102% of the aggregate principal amount thereof, plus accrued
and unpaid interest thereon to the date of redemption.
Immediately following a Merger Redemption Event, the Company will
mail a notice to the Trustee and the Holders of the Securities of
this series stating that the Merger Redemption Event has occurred
and that the Securities of this series will be redeemed no later
than 30 days after the date of such notice. The Securities of
this series shall be redeemed in whole at the foregoing
redemption price by said 30th day.
A "Merger Redemption Event" will be deemed to have occurred
at such time as either of the following events occurs: (i) the
Agreement and Plan of Merger, dated as of May 16, 1998 (the
"Merger Agreement"), among the Company, MBC Acquisition, Inc.
("NEWCO") and Mercantile Stores Company, Inc. ("Mercantile") is
terminated or (ii) the merger of NEWCO with and into Mercantile
pursuant to the Merger Agreement is not consummated on or prior
to October 31, 1998.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66-2/3% in principal amount of the
Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made
upon this Security.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest on
this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of
the Company in any place where the principal of (and premium, if
any) and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated
transferee or transferees.
The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and
any integral multiples thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT - ___________________ Custodian ___________
(Cust) (Minor)
under Uniform Gifts to Minors Act _______
(State)
Additional abbreviations may also be used
though not in the above list.
FOR VALUE RECEIVED, ____________________ hereby sell, assign
and transfer unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER
IDENTIFYING NUMBER
OF ASSIGNEE
____________________
/____________________/
Please print or typewrite name and address of assignee
the within Instrument of the said Company and do hereby
irrevocably constitute and appoint
, Attorney
to transfer the said Instrument on the books of the said Company
with full power of substitution in the premises.
Dated: _________________________
______________________________
NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON
THE FACE OF THE INSTRUMENT IN
EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR
ANY CHANGE WHATEVER
DILLARD'S, INC.
7.13% DEBENTURE DUE 2018
REGISTERED REGISTERED
NO. R-1
CUSIP 254067 AH4
If this Security is registered in the name of The
Depository Trust Company (the "Depositary") (55 Water
Street, New York, New York) or its nominee, this
Security may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of
such successor Depositary unless and until this
Security is exchanged in whole or in part for
Securities in definitive form. Unless this certificate
is presented by an authorized representative of the
Depositary to the Company or its agent for registration
of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative
of the Depositary and any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co. has an interest
herein.
DILLARD's, INC., a Delaware corporation (herein called
the "Company", which term includes any successor corporation
under the Indenture, hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of $200,000,000 (TWO HUNDRED MILLION
DOLLARS) on AUGUST 1, 2018, and to pay interest thereon from
August 7, 1998 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually
on February 1 and August 1 in each year, commencing February 1,
1999, at the rate of 7.13% per annum, until the principal hereof
is paid or made available for payment.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by
manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Dated: August 7, 1998
TRUSTEE'S CERTIFICATE DILLARD'S, INC.
OF AUTHENTICATION
This is one of the Securities By:
of the series designated Senior Vice President
therein referred to in the and Chief Financial Officer
within-mentioned Indenture.
THE CHASE MANHATTAN BANK (formerly ATTEST:
known as Chemical Bank), Trustee
By:_________________________ By:________________________________
Authorized Officer Assistant Secretary
Reverse Side of Debenture
The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest,
which shall be the January 15 or July 15 (whether or not a
Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully
provided in said Indenture.
Payment of the principal of (and premium, if any) and
interest on this Security will be made at the office or agency of
the Company maintained for that purpose in New York, New York,
in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall
appear in the Security Register.
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture,
dated as of May 15, 1988, as supplemented by a First Supplemental
Indenture, dated as of December 16, 1988, a Second Supplemental
Indenture dated as of September 14, 1990 and a Third Supplemental
Indenture dated as of August 7, 1998 (as so supplemented, herein
called the "Indenture"), between the Company and The Chase
Manhattan Bank (formerly known as Chemical Bank), Trustee (herein
called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders
of the Securities and the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, limited in aggregate
principal amount to $200,000,000.
The Securities of this series are not subject to redemption
prior to maturity except in accordance with the following
paragraphs.
Upon the occurrence of a Merger Redemption Event (as defined
below), the Securities of this series shall be subject to
redemption in whole but not in part at a redemption price equal
to 102% of the aggregate principal amount thereof, plus accrued
and unpaid interest thereon to the date of redemption.
Immediately following a Merger Redemption Event, the Company will
mail a notice to the Trustee and the Holders of the Securities of
this series stating that the Merger Redemption Event has occurred
and that the Securities of this series will be redeemed no later
than 30 days after the date of such notice. The Securities of
this series shall be redeemed in whole at the foregoing
redemption price by said 30th day.
A "Merger Redemption Event" will be deemed to have occurred
at such time as either of the following events occurs: (i) the
Agreement and Plan of Merger, dated as of May 16, 1998 (the
"Merger Agreement"), among the Company, MBC Acquisition, Inc.
("NEWCO") and Mercantile Stores Company, Inc. ("Mercantile") is
terminated or (ii) the merger of NEWCO with and into Mercantile
pursuant to the Merger Agreement is not consummated on or prior
to October 31, 1998.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66-2/3% in principal amount of the
Securities at the time Outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made
upon this Security.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest on
this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of
the Company in any place where the principal of (and premium, if
any) and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated
transferee or transferees.
The Securities of this series are issuable only in
registered form without coupons in denominations of $1,000 and
any integral multiples thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of
this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT - ___________________ Custodian ___________
(Cust) (Minor)
under Uniform Gifts to Minors Act _______
(State)
Additional abbreviations may also be used
though not in the above list.
FOR VALUE RECEIVED, ____________________ hereby sell, assign
and transfer unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER
IDENTIFYING NUMBER
OF ASSIGNEE
____________________
/____________________/
Please print or typewrite name and address of assignee
the within Instrument of the said Company and do hereby
irrevocably constitute and appoint
, Attorney
to transfer the said Instrument on the books of the said Company
with full power of substitution in the premises.
Dated: _________________________
______________________________
NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON
THE FACE OF THE INSTRUMENT IN
EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR
ANY CHANGE WHATEVER
DILLARD'S, INC.
6.08% RESET PUT SECURITY DUE 2010
REGISTERED REGISTERED
NO. R-1
CUSIP 254067AB7
If this Security is registered in the name of The
Depository Trust Company (the "Depositary") (55 Water
Street, New York, New York) or its nominee, this
Security may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another
nominee of the Depositary or any such nominee to a
successor Depositary or a nominee of such successor
Depositary unless and until this Security is exchanged
in whole or in part for Securities in definitive form.
Unless this certificate is presented by an authorized
representative of the Depositary to the Company or its
agent for registration of transfer, exchange or
payment, and any certificate issued is registered in
the name of Cede & Co. or such other name as requested
by an authorized representative of the Depositary and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co. has an interest herein.
DILLARD'S, INC., a Delaware corporation (herein called the
"Company", which term includes any successor corporation under
the Indenture, hereinafter referred to), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of $100,000,000 (ONE HUNDRED MILLION DOLLARS) on
August 1, 2010, subject to mandatory repayment of principal to
the existing Holder hereof pursuant to the purchase and
repurchase rights described on the reverse of this Security, and
to pay interest thereon from August 7, 1998 or from the most
recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on February 1 and August 1 in
each year, commencing February 1, 1999, at the rate of 6.08% per
annum, from and including August 7, 1998 to but excluding the
Coupon Reset Date referred to on the reverse hereof, and at the
rate per annum determined in accordance with the Coupon Reset
Process referred to on the reverse hereof, from and including the
Coupon Reset Date, until the principal hereof is paid or made
available for payment.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by
manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Dated: August 7, 1998
TRUSTEE'S CERTIFICATE DILLARD'S, INC.
OF AUTHENTICATION
This is one of the By:_____________________
Securities of the series
designated therein Senior Vice President
referred to in the and Chief Financial Officer
within-mentioned
Indenture.
THE CHASE MANHATTAN ATTEST:
BANK, (formerly known as
Chemical Bank), Trustee
By:_____________________
By:_____________________ Assistant Secretary
Authorized Officer
(REVERSE OF NOTE)
6.08% RESET PUT SECURITY DUE 2010
This Note is one of a duly authorized issue of debentures,
notes or other evidences of indebtedness of the Company (the
"Securities"), all issued or to be issued under and pursuant to
an indenture, dated as of dated as of May 15, 1988, as
supplemented by a First Supplemental Indenture dated as of
December 16, 1988, a Second Supplemental Indenture dated as of
September 14, 1990, and a Third Supplemental Indenture dated as
of August 7, 1998 (the "Indenture"), between the Company and The
Chase Manhattan Bank (formerly known as Chemical Bank), as
Trustee (the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description
of the rights, duties and immunities thereunder of the Company
and the Trustee and the rights thereunder of the Holders of the
Securities. This Note is one of the series designated on the
face hereof, limited in aggregate principal amount to
$100,000,000 (the "Notes").
Payment of the principal of and interest on this Note will
be made at the office or agency of the Company maintained for
that purpose in New York, New York, in such coin or currency of
the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.
Interest Rate and Interest Payment Dates
The Notes will bear interest at the rate of 6.08% from and
including August 7, 1998 to but excluding August 1, 2000 (the
"Coupon Reset Date"). Interest on the Notes will be payable
semi-annually on February 1 and August 1 of each year, commencing
February 1, 1999 (each, an "Interest Payment Date"). The
interest payable, and punctually paid and duly provided for, on
any Interest Payment Date will be paid to the Person in whose
name this Note is registered at the close of business on the
fifteenth calendar day (whether or not a Business Day) next
preceding such Interest Payment Date (each such date a "Record
Date"). Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on
such Record Date and may either be paid to the Person in whose
name this Note is registered at the close of business on a
special Record Date for the payment of such defaulted interest to
be fixed by the Trustee, notice whereof shall be given to Holders
of the Notes not less than 10 days prior to such special Record
Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said
Indenture. Interest will be calculated based on a 360-day year
consisting of twelve 30-day months. "Business Day" means any
day other than a Saturday, a Sunday or a day on which banking
institutions in The City of New York are authorized or required
by law or regulation to be closed.
If the Remarketing Dealer (as defined below) purchases the
Notes as described below, the Remarketing Dealer will reset the
interest rate for the Notes effective on the Coupon Reset Date,
pursuant to the Coupon Reset Process described below. In such
circumstance, (i) this Note will be purchased by the Remarketing
Dealer at 100% of the principal amount hereof on the Coupon Reset
Date, on the terms and subject to the conditions described herein
(interest accrued to but excluding the Coupon Reset Date will be
paid by the Company on such date to the Holder hereof on the most
recent Record Date), and (ii) from and including the Coupon Reset
Date, the Notes will bear interest at the rate determined by the
Remarketing Dealer in accordance with the procedures set forth
under "Coupon Reset Process if Notes Are Remarketed" below.
Maturity Date
The Notes will mature on August 1, 2010 (the "Maturity
Date"). On the Coupon Reset Date pursuant to automatic purchase
of this Note, the Holder hereof will be entitled to receive 100%
of the principal amount hereof (the "Purchase/Repurchase Price")
(interest accrued to but excluding the Coupon Reset Date will be
paid by the Company on such date to the Holders of the Notes on
the most recent Record Date) from either (i) the Remarketing
Dealer, if the Remarketing Dealer purchases this Note, or
(ii) the Company, pursuant to either optional or mandatory
repurchase of this Note by the Company.
Purchase by the Remarketing Dealer; Remarketing
If the Remarketing Dealer gives notice in writing (the
"Remarketing Notification") to the Company and the Trustee on a
Business Day (the "Notification Date") not later than fifteen
calendar days prior to the Coupon Reset Date of its intention to
purchase the Notes for remarketing, the Notes will be
automatically purchased, or deemed purchased, by the Remarketing
Dealer at the Purchase/Repurchase Price on the Coupon Reset Date,
except in the circumstances described below. Interest accrued to
but excluding the Coupon Reset Date will be paid by the Company
on such date to the Holder hereof on the most recent Record Date.
If the Remarketing Dealer purchases the Notes as aforesaid, from
and after the Coupon Reset Date, the Notes will bear interest at
the Coupon Reset Rate.
The Remarketing Notification must contain the requisite
delivery details, including the identity of the Remarketing
Dealer's account with The Depository Trust Company, New York, New
York (the "Depositary"). The Remarketing Dealer may revoke the
Remarketing Notification and terminate its obligation to remarket
the Notes by giving notice thereof to the Company and the Trustee
at any time prior to 2:00 p.m., New York time, on the Business
Day prior to the Coupon Reset Date. Such revocation will
terminate the Coupon Reset Process.
If the Remarketing Dealer gives the Remarketing Notification
as aforesaid, then unless a Termination Event (as defined below)
occurs, not later than 2:00 P.M., New York time, on the Business
Day prior to the Coupon Reset Date, the Remarketing Dealer shall
deliver the Purchase/Repurchase Price in immediately available
funds to the Trustee for payment of the Purchase/Repurchase Price
on the Coupon Reset Date and the Holder of this Note shall be
required to deliver, and any owner of a beneficial interest in
this Note shall be deemed to have delivered its beneficial
interest in, this Note to the Remarketing Dealer against payment
of the Purchase/Repurchase Price on the Coupon Reset Date through
the facilities of the Depositary.
The Remarketing Dealer's obligation to purchase the Notes
will be terminated and the Coupon Reset Process will terminate,
if any of the following (a "Termination Event") occurs: (i) an
Event of Default occurs under the Indenture (in which case,
termination is at the Remarketing Dealer's option); (ii) on the
Bid Date (as defined below), fewer than two Dealers (as defined
below) submit timely Bids (as defined below) substantially as
provided below (in which case, termination is automatic);
(iii) the Company exercises its right to repurchase the Notes as
described under "-Optional Repurchase by the Company" below (in
which case, termination is automatic); (iv) a "legal defeasance"
or a "covenant defeasance" under Section 403 or 1010 of the
Indenture has occurred; (v) the Remarketing Dealer fails to pay
the Purchase/Repurchase Price by 2:00 p.m., New York time, on the
Business Day prior to the Coupon Reset Date (other than due to
the occurrence of a Market Disruption Event, as such term is
defined in the Remarketing Agreement referred to below) (in which
case, termination is automatic); (vi) the Remarketing Dealer does
not give the Remarketing Notification (in which case, termination
is automatic); (vii) the Remarketing Dealer revokes the
Remarketing Notification in the manner set forth above (in which
case, termination is automatic); or (viii) prior to the
Notification Date the Remarketing Dealer resigns and no successor
has been appointed (in which case, termination is automatic).
The Remarketing Dealer will give the Trustee immediate
written notice of any Termination Event under clause (i), (ii) or
(v) (in the case of a Market Disruption Event) and the Company
will give the Trustee immediate written notice of a Termination
Event under clause (viii). If a Termination Event occurs, the
Company will repurchase the Notes on the Coupon Reset Date as
described below.
The transactions described above will be executed on the
Coupon Reset Date through the Depositary in accordance with the
procedures of the Depositary, and the accounts of participants
will be debited and credited and the Notes delivered by book-
entry as necessary to effect the purchases and sales thereof.
Notice to Holders by Trustee
In anticipation of the purchase of the Notes by the
Remarketing Dealer or the repurchase of the Notes by the Company
on the Coupon Reset Date, the Trustee will notify the Holders of
the Notes, not less than 30 days nor more than 60 days prior to
the Coupon Reset Date, that all Notes shall be delivered on the
Coupon Reset Date through the facilities of the Depositary
against payment of the Purchase/Repurchase Price by the
Remarketing Dealer or the Company.
Coupon Reset Process if Notes Are Remarketed
If the Remarketing Dealer elects to remarket the Notes, then
the following steps (the "Coupon Reset Process") will be taken in
order to determine the Coupon Reset Rate. The Company and the
Remarketing Dealer will use reasonable efforts to cause the
actions contemplated below to be completed in as timely a manner
as possible.
(a) No later than five Business Days prior to the Coupon
Reset Date, the Company will provide the Remarketing Dealer with
(i) a list (the "Dealer List"), containing the names and
addresses of three dealers, one of whom shall be the Remarketing
Dealer, from whom the Company desires the Remarketing Dealer to
obtain Bids for the purchase of the Notes and (ii) such other
material as may reasonably be requested by the Remarketing Dealer
to facilitate a successful Coupon Reset Process.
(b) Within one Business Day following receipt by the
Remarketing Dealer of the Dealer List, the Remarketing Dealer
will provide to each dealer ("Dealer") on the Dealer List (i) a
copy of the Prospectus Supplement dated July 30, 1998 and
Prospectus dated July 24, 1998, relating to the offering of the
Notes (collectively, the "Prospectus Supplement"), (ii) a copy of
the form of Notes and (iii) a written request that each Dealer
submit a Bid to the Remarketing Dealer no later than 3:00 p.m.,
New York time, on the third Business Day prior to the Coupon
Reset Date (the "Bid Date"). "Bid" means an irrevocable written
offer given by a Dealer for the purchase of all of the Notes,
settling on the Coupon Reset Date, and shall be quoted by such
Dealer as a stated yield to maturity on the Notes ("Yield to
Maturity"). Each Dealer shall also be provided with (i) the name
of the Company, (ii) an estimate of the Remarketing Purchase
Price (which shall be stated as a U.S. dollar amount and be
calculated by the Remarketing Dealer in accordance with paragraph
(c) below), (iii) the principal amount and maturity of the Notes
and (iv) the method by which interest will be calculated on the
Notes.
(c) The purchase price for the Notes in connection with the
Coupon Reset Process (the "Remarketing Purchase Price") shall be
equal to (i) the principal amount of the Notes, plus (ii) a
premium (the "Notes Premium") which shall be equal to the excess,
if any, on the Coupon Reset Date of (A) the discounted present
value to the Coupon Reset Date of a bond with a maturity of
August 1, 2010 which has an interest rate of 5.503%, semiannual
interest payments on each February 1 and August 1, commencing
February 1, 2001, and a principal amount equal to the principal
amount of the Notes, and assuming a discount rate equal to the
Treasury Rate over (B) such principal amount of Notes. The
"Treasury Rate" means the per annum rate equal to the offer side
yield to maturity of the current on-the-run ten-year United
States Treasury Security per Telerate page 500, or any successor
page, no later than 3:00 p.m., New York time, on the Bid Date (or
such other time or date that may be agreed upon by the Company
and the Remarketing Dealer) or, if such rate does not appear on
Telerate page 500, or any successor page, at such time, the rates
on GovPX End-of-Day Pricing at 3:00 p.m., New York time, on the
Bid Date (or such other time or date that may be agreed upon by
the Company and the Remarketing Dealer).
(d) The Remarketing Dealer will provide written notice to
the Company as soon as practicable on the Bid Date, setting forth
(i) the names of each of the Dealers from whom the Remarketing
Dealer received Bids on the Bid Date, (ii) the Bid submitted by
each such Dealer and (iii) the Remarketing Purchase Price as
determined pursuant to paragraph (c) above. Except as provided
below, the Remarketing Dealer will thereafter select from the
Bids received the Bid with the lowest Yield to Maturity (the
"Selected Bid"); provided, however, that (i) if the Remarketing
Dealer has not received a timely Bid from a Dealer on or before
the Bid Date, the Selected Bid shall be the lowest of all Bids
received by such time and (ii) if any two or more of the lowest
Bids submitted are equivalent, the Company shall in its sole
discretion select any of such equivalent Bids (and such selected
Bid shall be the Selected Bid). In all cases, the Remarketing
Dealer shall have the right to match the Bid with the lowest
Yield to Maturity in which case the Remarketing Dealer's Bid
shall be the Selected Bid. The Remarketing Dealer will set the
Coupon Reset Rate equal to the interest rate that will amortize
the Notes Premium fully over the term of the Notes at the Yield
to Maturity indicated by the Selected Bid.
(e) Immediately after calculating the Coupon Reset Rate for
the Notes, the Remarketing Dealer will provide written notice to
the Company and the Trustee, setting forth the Coupon Reset Rate.
The Coupon Reset Rate for the Notes will be effective from and
including the Coupon Reset Date.
The Remarketing Dealer
On or prior to the date of original issuance of the Notes,
the Company and Morgan Stanley & Co. Incorporated (the
"Remarketing Dealer") entered into a Remarketing Agreement (a
"Remarketing Agreement"). No Holder or beneficial owner of any
Notes shall have any rights or claims under the Remarketing
Agreement or against the Company or the Remarketing Dealer as a
result of the Remarketing Dealer not purchasing the Notes.
The Remarketing Dealer, in its individual or any other
capacity, may buy, sell, hold and deal in any of the Notes. The
Remarketing Dealer may exercise any vote or join in any action
which any Holder or beneficial owner of the Notes may be entitled
to exercise or take with like effect as if such Remarketing
Dealer did not act in any capacity under its Remarketing
Agreement. The Remarketing Dealer, in its individual capacity,
either as principal or agent, may also engage in or have an
interest in any financial or other transaction with the Company
as freely as if it did not act in any capacity under its
respective Remarketing Agreement.
Mandatory Repurchase by the Company
If any Termination Event occurs, the Company will repurchase
the entire principal amount of the Notes on the Coupon Reset Date
at the Purchase/Repurchase Price plus accrued and unpaid
interest, if any, on the Notes.
Optional Repurchase by the Company
If the Remarketing Dealer gives the Remarketing
Notification, then, not later than the fourth Business Day
following the Notification Date, the Company may irrevocably
elect, by notice in writing to the Remarketing Dealer and the
Trustee, to terminate the Coupon Reset Process, whereupon the
Company will repurchase the entire principal amount of the Notes
on the Coupon Reset Date at the Purchase/Repurchase Price plus
accrued and unpaid interest, if any, on the Notes.
In case the Company is required to or elects to purchase the
Notes pursuant to either of the preceding two paragraphs, the
Company shall deliver the Purchase/Repurchase Price in
immediately available funds to the Trustee by no later than 10:00
A.M., New York time, on the Coupon Reset Date, and the Holder of
this Note shall be required to deliver, and any owner of a
beneficial interest in this Note shall be deemed to have
delivered its beneficial interest in, this Note to the Company
against payment of the Purchase/Repurchase Price on the Coupon
Reset Date through the facilities of the Depositary. Notes that
have been purchased by the Company as aforesaid shall be canceled
by the Trustee in accordance with the Indenture and no Notes may
be issued in lieu thereof or in exchange therefor.
The Notes are not subject to redemption prior to maturity
except in accordance with the following paragraphs.
Redemption
Upon the occurrence of a Merger Redemption Event (as defined
below), the Notes shall be subject to redemption in whole but not
in part at a redemption price equal to 102% of the aggregate
principal amount thereof, plus accrued and unpaid interest
thereon to the date of redemption. Immediately following a
Merger Redemption Event, the Company will mail a notice to the
Trustee and the Holders of the Notes stating that the Merger
Redemption Event has occurred and that the Notes will be redeemed
no later than 30 days after the date of such notice. The Notes
shall be redeemed in whole at the foregoing redemption price by
said 30th day.
A "Merger Redemption Event" will be deemed to have occurred
at such time as either of the following events occurs: (i) the
Agreement and Plan of Merger, dated as of May 16, 1998 (the
"Merger Agreement"), among the Company, MSC Acquisition, Inc.
("NEWCO") and Mercantile Stores Company, Inc. ("Mercantile") is
terminated or (ii) the merger of NEWCO with and into Mercantile
pursuant to the Merger Agreement is not consummated on or prior
to October 31, 1998.
General Matters
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of the Notes may be declared due
and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66-2/3% in principal amount of the
Securities at the time outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of
each series at the time outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive
and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest on
this Note at the time, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is
registrable in the Security Register, upon surrender of this Note
for registration of transfer at the office or agency of the
Company in any place where the principal of (and premium, if any)
and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes and of like tenor,
of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiples
thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a
like aggregate principal amount of Notes and of like tenor of a
different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
Terms used herein which are defined in the Indenture shall
have the respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance
with the laws of the State of New York.
___________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription
on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT--______CUSTODIAN____
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common ______________________________
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
________________
/ /
_________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE
OF ASSIGNEE
_________________________________________________________________
_________________________________________________________________
the within Note of Dillard's, Inc. and does hereby irrevocably
constitute and appoint
__________________________________________________________
attorney to transfer said Note on the books of the Company, with
full power of substitution in the premises.
Dated: _________________________
___________________________________
____________________________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within instrument in
every particular, without alteration or enlargement or any change
whatever.
DILLARD'S, INC.
6.17% RESET PUT SECURITY DUE 2011
REGISTERED REGISTERED
NO. R-1
CUSIP 254067AC5
If this Security is registered in the name of The
Depository Trust Company (the "Depositary") (55 Water
Street, New York, New York) or its nominee, this
Security may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another
nominee of the Depositary or any such nominee to a
successor Depositary or a nominee of such successor
Depositary unless and until this Security is exchanged
in whole or in part for Securities in definitive form.
Unless this certificate is presented by an authorized
representative of the Depositary to the Company or its
agent for registration of transfer, exchange or
payment, and any certificate issued is registered in
the name of Cede & Co. or such other name as requested
by an authorized representative of the Depositary and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co. has an interest herein.
DILLARD'S, INC., a Delaware corporation (herein called the
"Company", which term includes any successor corporation under
the Indenture, hereinafter referred to), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of $100,000,000 (ONE HUNDRED MILLION DOLLARS) on
August 1, 2011, subject to mandatory repayment of principal to
the existing Holder hereof pursuant to the purchase and
repurchase rights described on the reverse of this Security, and
to pay interest thereon from August 7, 1998 or from the most
recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on February 1 and August 1 in
each year, commencing February 1, 1999, at the rate of 6.17% per
annum, from and including August 7, 1998 to but excluding the
Coupon Reset Date referred to on the reverse hereof, and at the
rate per annum determined in accordance with the Coupon Reset
Process referred to on the reverse hereof, from and including the
Coupon Reset Date, until the principal hereof is paid or made
available for payment.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by
manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Dated: August 7, 1998
TRUSTEE'S CERTIFICATE DILLARD'S, INC.
OF AUTHENTICATION
This is one of the By:_____________________
Securities of the series
designated therein Senior Vice President
referred to in the and Chief Financial Officer
within-mentioned
Indenture.
THE CHASE MANHATTAN ATTEST:
BANK, (formerly known as
Chemical Bank), Trustee
By:_____________________
By:_____________________
Assistant Secretary
Authorized Officer
(REVERSE OF NOTE)
6.17% RESET PUT SECURITY DUE 2011
This Note is one of a duly authorized issue of debentures,
notes or other evidences of indebtedness of the Company (the
"Securities"), all issued or to be issued under and pursuant to
an indenture, dated as of dated as of May 15, 1988, as
supplemented by a First Supplemental Indenture dated as of
December 16, 1988, a Second Supplemental Indenture dated as of
September 14, 1990, and a Third Supplemental Indenture dated as
of August 7, 1998 (the "Indenture"), between the Company and The
Chase Manhattan Bank (formerly known as Chemical Bank), as
Trustee (the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description
of the rights, duties and immunities thereunder of the Company
and the Trustee and the rights thereunder of the Holders of the
Securities. This Note is one of the series designated on the
face hereof, limited in aggregate principal amount to
$100,000,000 (the "Notes").
Payment of the principal of and interest on this Note will
be made at the office or agency of the Company maintained for
that purpose in New York, New York, in such coin or currency of
the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.
Interest Rate and Interest Payment Dates
The Notes will bear interest at the rate of 6.17% from and
including August 7, 1998 to but excluding August 1, 2001 (the
"Coupon Reset Date"). Interest on the Notes will be payable
semi-annually on February 1 and August 1 of each year, commencing
February 1, 1999 (each, an "Interest Payment Date"). The
interest payable, and punctually paid and duly provided for, on
any Interest Payment Date will be paid to the Person in whose
name this Note is registered at the close of business on the
fifteenth calendar day (whether or not a Business Day) next
preceding such Interest Payment Date (each such date a "Record
Date"). Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on
such Record Date and may either be paid to the Person in whose
name this Note is registered at the close of business on a
special Record Date for the payment of such defaulted interest to
be fixed by the Trustee, notice whereof shall be given to Holders
of the Notes not less than 10 days prior to such special Record
Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said
Indenture. Interest will be calculated based on a 360-day year
consisting of twelve 30-day months. "Business Day" means any
day other than a Saturday, a Sunday or a day on which banking
institutions in The City of New York are authorized or required
by law or regulation to be closed.
If the Remarketing Dealer (as defined below) purchases the
Notes as described below, the Remarketing Dealer will reset the
interest rate for the Notes effective on the Coupon Reset Date,
pursuant to the Coupon Reset Process described below. In such
circumstance, (i) this Note will be purchased by the Remarketing
Dealer at 100% of the principal amount hereof on the Coupon Reset
Date, on the terms and subject to the conditions described herein
(interest accrued to but excluding the Coupon Reset Date will be
paid by the Company on such date to the Holder hereof on the most
recent Record Date), and (ii) from and including the Coupon Reset
Date, the Notes will bear interest at the rate determined by the
Remarketing Dealer in accordance with the procedures set forth
under "Coupon Reset Process if Notes Are Remarketed" below.
Maturity Date
The Notes will mature on August 1, 2011 (the "Maturity
Date"). On the Coupon Reset Date pursuant to automatic purchase
of this Note, the Holder hereof will be entitled to receive 100%
of the principal amount hereof (the "Purchase/Repurchase Price")
(interest accrued to but excluding the Coupon Reset Date will be
paid by the Company on such date to the Holders of the Notes on
the most recent Record Date) from either (i) the Remarketing
Dealer, if the Remarketing Dealer purchases this Note, or
(ii) the Company, pursuant to either optional or mandatory
repurchase of this Note by the Company.
Purchase by the Remarketing Dealer; Remarketing
If the Remarketing Dealer gives notice in writing (the
"Remarketing Notification") to the Company and the Trustee on a
Business Day (the "Notification Date") not later than fifteen
calendar days prior to the Coupon Reset Date of its intention to
purchase the Notes for remarketing, the Notes will be
automatically purchased, or deemed purchased, by the Remarketing
Dealer at the Purchase/Repurchase Price on the Coupon Reset Date,
except in the circumstances described below. Interest accrued to
but excluding the Coupon Reset Date will be paid by the Company
on such date to the Holder hereof on the most recent Record Date.
If the Remarketing Dealer purchases the Notes as aforesaid, from
and after the Coupon Reset Date, the Notes will bear interest at
the Coupon Reset Rate.
The Remarketing Notification must contain the requisite
delivery details, including the identity of the Remarketing
Dealer's account with The Depository Trust Company, New York, New
York (the "Depositary"). The Remarketing Dealer may revoke the
Remarketing Notification and terminate its obligation to remarket
the Notes by giving notice thereof to the Company and the Trustee
at any time prior to 2:00 p.m., New York time, on the Business
Day prior to the Coupon Reset Date. Such revocation will
terminate the Coupon Reset Process.
If the Remarketing Dealer gives the Remarketing Notification
as aforesaid, then unless a Termination Event (as defined below)
occurs, not later than 2:00 P.M., New York time, on the Business
Day prior to the Coupon Reset Date, the Remarketing Dealer shall
deliver the Purchase/Repurchase Price in immediately available
funds to the Trustee for payment of the Purchase/Repurchase Price
on the Coupon Reset Date and the Holder of this Note shall be
required to deliver, and any owner of a beneficial interest in
this Note shall be deemed to have delivered its beneficial
interest in, this Note to the Remarketing Dealer against payment
of the Purchase/Repurchase Price on the Coupon Reset Date through
the facilities of the Depositary.
The Remarketing Dealer's obligation to purchase the Notes
will be terminated and the Coupon Reset Process will terminate,
if any of the following (a "Termination Event") occurs: (i) an
Event of Default occurs under the Indenture (in which case,
termination is at the Remarketing Dealer's option); (ii) on the
Bid Date (as defined below), fewer than two Dealers (as defined
below) submit timely Bids (as defined below) substantially as
provided below (in which case, termination is automatic);
(iii) the Company exercises its right to repurchase the Notes as
described under "-Optional Repurchase by the Company" below (in
which case, termination is automatic); (iv) a "legal defeasance"
or a "covenant defeasance" under Section 403 or 1010 of the
Indenture has occurred; (v) the Remarketing Dealer fails to pay
the Purchase/Repurchase Price by 2:00 p.m., New York time, on the
Business Day prior to the Coupon Reset Date (other than due to
the occurrence of a Market Disruption Event, as such term is
defined in the Remarketing Agreement referred to below) (in which
case, termination is automatic); (vi) the Remarketing Dealer does
not give the Remarketing Notification (in which case, termination
is automatic); (vii) the Remarketing Dealer revokes the
Remarketing Notification in the manner set forth above (in which
case, termination is automatic); or (viii) prior to the
Notification Date the Remarketing Dealer resigns and no successor
has been appointed (in which case, termination is automatic).
The Remarketing Dealer will give the Trustee immediate
written notice of any Termination Event under clause (i), (ii) or
(v) (in the case of a Market Disruption Event) and the Company
will give the Trustee immediate written notice of a Termination
Event under clause (viii). If a Termination Event occurs, the
Company will repurchase the Notes on the Coupon Reset Date as
described below.
The transactions described above will be executed on the
Coupon Reset Date through the Depositary in accordance with the
procedures of the Depositary, and the accounts of participants
will be debited and credited and the Notes delivered by book-
entry as necessary to effect the purchases and sales thereof.
Notice to Holders by Trustee
In anticipation of the purchase of the Notes by the
Remarketing Dealer or the repurchase of the Notes by the Company
on the Coupon Reset Date, the Trustee will notify the Holders of
the Notes, not less than 30 days nor more than 60 days prior to
the Coupon Reset Date, that all Notes shall be delivered on the
Coupon Reset Date through the facilities of the Depositary
against payment of the Purchase/Repurchase Price by the
Remarketing Dealer or the Company.
Coupon Reset Process if Notes Are Remarketed
If the Remarketing Dealer elects to remarket the Notes, then
the following steps (the "Coupon Reset Process") will be taken in
order to determine the Coupon Reset Rate. The Company and the
Remarketing Dealer will use reasonable efforts to cause the
actions contemplated below to be completed in as timely a manner
as possible.
(a) No later than five Business Days prior to the Coupon
Reset Date, the Company will provide the Remarketing Dealer with
(i) a list (the "Dealer List"), containing the names and
addresses of three dealers, one of whom shall be the Remarketing
Dealer, from whom the Company desires the Remarketing Dealer to
obtain Bids for the purchase of the Notes and (ii) such other
material as may reasonably be requested by the Remarketing Dealer
to facilitate a successful Coupon Reset Process.
(b) Within one Business Day following receipt by the
Remarketing Dealer of the Dealer List, the Remarketing Dealer
will provide to each dealer ("Dealer") on the Dealer List (i) a
copy of the Prospectus Supplement dated July 30, 1998 and
Prospectus dated July 24, 1998, relating to the offering of the
Notes (collectively, the "Prospectus Supplement"), (ii) a copy of
the form of Notes and (iii) a written request that each Dealer
submit a Bid to the Remarketing Dealer no later than 3:00 p.m.,
New York time, on the third Business Day prior to the Coupon
Reset Date (the "Bid Date"). "Bid" means an irrevocable written
offer given by a Dealer for the purchase of all of the Notes,
settling on the Coupon Reset Date, and shall be quoted by such
Dealer as a stated yield to maturity on the Notes ("Yield to
Maturity"). Each Dealer shall also be provided with (i) the name
of the Company, (ii) an estimate of the Remarketing Purchase
Price (which shall be stated as a U.S. dollar amount and be
calculated by the Remarketing Dealer in accordance with paragraph
(c) below), (iii) the principal amount and maturity of the Notes
and (iv) the method by which interest will be calculated on the
Notes.
(c) The purchase price for the Notes in connection with the
Coupon Reset Process (the "Remarketing Purchase Price") shall be
equal to (i) the principal amount of the Notes, plus (ii) a
premium (the "Notes Premium") which shall be equal to the excess,
if any, on the Coupon Reset Date of (A) the discounted present
value to the Coupon Reset Date of a bond with a maturity of
August 1, 2011 which has an interest rate of 5.503%, semiannual
interest payments on each February 1 and August 1, commencing
February 1, 2002, and a principal amount equal to the principal
amount of the Notes, and assuming a discount rate equal to the
Treasury Rate over (B) such principal amount of Notes. The
"Treasury Rate" means the per annum rate equal to the offer side
yield to maturity of the current on-the-run ten-year United
States Treasury Security per Telerate page 500, or any successor
page, no later than 3:00 p.m., New York time, on the Bid Date (or
such other time or date that may be agreed upon by the Company
and the Remarketing Dealer) or, if such rate does not appear on
Telerate page 500, or any successor page, at such time, the rates
on GovPX End-of-Day Pricing at 3:00 p.m., New York time, on the
Bid Date (or such other time or date that may be agreed upon by
the Company and the Remarketing Dealer).
(d) The Remarketing Dealer will provide written notice to
the Company as soon as practicable on the Bid Date, setting forth
(i) the names of each of the Dealers from whom the Remarketing
Dealer received Bids on the Bid Date, (ii) the Bid submitted by
each such Dealer and (iii) the Remarketing Purchase Price as
determined pursuant to paragraph (c) above. Except as provided
below, the Remarketing Dealer will thereafter select from the
Bids received the Bid with the lowest Yield to Maturity (the
"Selected Bid"); provided, however, that (i) if the Remarketing
Dealer has not received a timely Bid from a Dealer on or before
the Bid Date, the Selected Bid shall be the lowest of all Bids
received by such time and (ii) if any two or more of the lowest
Bids submitted are equivalent, the Company shall in its sole
discretion select any of such equivalent Bids (and such selected
Bid shall be the Selected Bid). In all cases, the Remarketing
Dealer shall have the right to match the Bid with the lowest
Yield to Maturity in which case the Remarketing Dealer's Bid
shall be the Selected Bid. The Remarketing Dealer will set the
Coupon Reset Rate equal to the interest rate that will amortize
the Notes Premium fully over the term of the Notes at the Yield
to Maturity indicated by the Selected Bid.
(e) Immediately after calculating the Coupon Reset Rate for
the Notes, the Remarketing Dealer will provide written notice to
the Company and the Trustee, setting forth the Coupon Reset Rate.
The Coupon Reset Rate for the Notes will be effective from and
including the Coupon Reset Date.
The Remarketing Dealer
On or prior to the date of original issuance of the Notes,
the Company and Morgan Stanley & Co. Incorporated (the
"Remarketing Dealer") entered into a Remarketing Agreement (a
"Remarketing Agreement"). No Holder or beneficial owner of any
Notes shall have any rights or claims under the Remarketing
Agreement or against the Company or the Remarketing Dealer as a
result of the Remarketing Dealer not purchasing the Notes.
The Remarketing Dealer, in its individual or any other
capacity, may buy, sell, hold and deal in any of the Notes. The
Remarketing Dealer may exercise any vote or join in any action
which any Holder or beneficial owner of the Notes may be entitled
to exercise or take with like effect as if such Remarketing
Dealer did not act in any capacity under its Remarketing
Agreement. The Remarketing Dealer, in its individual capacity,
either as principal or agent, may also engage in or have an
interest in any financial or other transaction with the Company
as freely as if it did not act in any capacity under its
respective Remarketing Agreement.
Mandatory Repurchase by the Company
If any Termination Event occurs, the Company will repurchase
the entire principal amount of the Notes on the Coupon Reset Date
at the Purchase/Repurchase Price plus accrued and unpaid
interest, if any, on the Notes.
Optional Repurchase by the Company
If the Remarketing Dealer gives the Remarketing
Notification, then, not later than the fourth Business Day
following the Notification Date, the Company may irrevocably
elect, by notice in writing to the Remarketing Dealer and the
Trustee, to terminate the Coupon Reset Process, whereupon the
Company will repurchase the entire principal amount of the Notes
on the Coupon Reset Date at the Purchase/Repurchase Price plus
accrued and unpaid interest, if any, on the Notes.
In case the Company is required to or elects to purchase the
Notes pursuant to either of the preceding two paragraphs, the
Company shall deliver the Purchase/Repurchase Price in
immediately available funds to the Trustee by no later than 10:00
A.M., New York time, on the Coupon Reset Date, and the Holder of
this Note shall be required to deliver, and any owner of a
beneficial interest in this Note shall be deemed to have
delivered its beneficial interest in, this Note to the Company
against payment of the Purchase/Repurchase Price on the Coupon
Reset Date through the facilities of the Depositary. Notes that
have been purchased by the Company as aforesaid shall be canceled
by the Trustee in accordance with the Indenture and no Notes may
be issued in lieu thereof or in exchange therefor.
The Notes are not subject to redemption prior to maturity
except in accordance with the following paragraphs.
Redemption
Upon the occurrence of a Merger Redemption Event (as defined
below), the Notes shall be subject to redemption in whole but not
in part at a redemption price equal to 102% of the aggregate
principal amount thereof, plus accrued and unpaid interest
thereon to the date of redemption. Immediately following a
Merger Redemption Event, the Company will mail a notice to the
Trustee and the Holders of the Notes stating that the Merger
Redemption Event has occurred and that the Notes will be redeemed
no later than 30 days after the date of such notice. The Notes
shall be redeemed in whole at the foregoing redemption price by
said 30th day.
A "Merger Redemption Event" will be deemed to have occurred
at such time as either of the following events occurs: (i) the
Agreement and Plan of Merger, dated as of May 16, 1998 (the
"Merger Agreement"), among the Company, MSC Acquisition, Inc.
("NEWCO") and Mercantile Stores Company, Inc. ("Mercantile") is
terminated or (ii) the merger of NEWCO with and into Mercantile
pursuant to the Merger Agreement is not consummated on or prior
to October 31, 1998.
General Matters
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of the Notes may be declared due
and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66-2/3% in principal amount of the
Securities at the time outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of
each series at the time outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive
and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest on
this Note at the time, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is
registrable in the Security Register, upon surrender of this Note
for registration of transfer at the office or agency of the
Company in any place where the principal of (and premium, if any)
and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes and of like tenor,
of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiples
thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a
like aggregate principal amount of Notes and of like tenor of a
different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
Terms used herein which are defined in the Indenture shall
have the respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance
with the laws of the State of New York.
___________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription
on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT--______CUSTODIAN______
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common ______________________________
(State)
Additional abbreviations may also be used though not in
the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
________________
/ /
_________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
POSTAL ZIP CODE OF ASSIGNEE
_________________________________________________________________
_________________________________________________________________
the within Note of Dillard's, Inc. and does hereby irrevocably
constitute and appoint
__________________________________________________________
attorney to transfer said Note on the books of the Company, with
full power of substitution in the premises.
Dated: _________________________
_______________________________________
_______________________________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within instrument in
every particular, without alteration or enlargement or any change
whatever.
DILLARD'S, INC.
6.31% RESET PUT SECURITY DUE 2012
REGISTERED REGISTERED
NO. R-1
CUSIP 254067AD3
If this Security is registered in the name of The
Depository Trust Company (the "Depositary") (55 Water
Street, New York, New York) or its nominee, this
Security may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another
nominee of the Depositary or any such nominee to a
successor Depositary or a nominee of such successor
Depositary unless and until this Security is exchanged
in whole or in part for Securities in definitive form.
Unless this certificate is presented by an authorized
representative of the Depositary to the Company or its
agent for registration of transfer, exchange or
payment, and any certificate issued is registered in
the name of Cede & Co. or such other name as requested
by an authorized representative of the Depositary and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co. has an interest herein.
DILLARD'S, INC., a Delaware corporation (herein called the
"Company", which term includes any successor corporation under
the Indenture, hereinafter referred to), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of $150,000,000 (ONE HUNDRED FIFTY MILLION DOLLARS)
on August 1, 2012, subject to mandatory repayment of principal to
the existing Holder hereof pursuant to the purchase and
repurchase rights described on the reverse of this Security, and
to pay interest thereon from August 7, 1998 or from the most
recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on February 1 and August 1 in
each year, commencing February 1, 1999, at the rate of 6.31% per
annum, from and including August 7, 1998 to but excluding the
Coupon Reset Date referred to on the reverse hereof, and at the
rate per annum determined in accordance with the Coupon Reset
Process referred to on the reverse hereof, from and including the
Coupon Reset Date, until the principal hereof is paid or made
available for payment.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by
manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Dated: August 7, 1998
TRUSTEE'S CERTIFICATE DILLARD'S, INC.
OF AUTHENTICATION
This is one of the By:_____________________
Securities of the series
designated therein Senior Vice President
referred to in the and Chief Financial Officer
within-mentioned
Indenture.
THE CHASE MANHATTAN ATTEST:
BANK, (formerly known as
Chemical Bank), Trustee
By:_____________________
By:_____________________
Assistant Secretary
Authorized Officer
(REVERSE OF NOTE)
6.31% RESET PUT SECURITY DUE 2012
This Note is one of a duly authorized issue of debentures,
notes or other evidences of indebtedness of the Company (the
"Securities"), all issued or to be issued under and pursuant to
an indenture, dated as of dated as of May 15, 1988, as
supplemented by a First Supplemental Indenture dated as of
December 16, 1988, a Second Supplemental Indenture dated as of
September 14, 1990, and a Third Supplemental Indenture dated as
of August 7, 1998 (the "Indenture"), between the Company and The
Chase Manhattan Bank (formerly known as Chemical Bank), as
Trustee (the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description
of the rights, duties and immunities thereunder of the Company
and the Trustee and the rights thereunder of the Holders of the
Securities. This Note is one of the series designated on the
face hereof, limited in aggregate principal amount to
$150,000,000 (the "Notes").
Payment of the principal of and interest on this Note will
be made at the office or agency of the Company maintained for
that purpose in New York, New York, in such coin or currency of
the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.
Interest Rate and Interest Payment Dates
The Notes will bear interest at the rate of 6.31% from and
including August 7, 1998 to but excluding August 1, 2002 (the
"Coupon Reset Date"). Interest on the Notes will be payable
semi-annually on February 1 and August 1 of each year, commencing
February 1, 1999 (each, an "Interest Payment Date"). The
interest payable, and punctually paid and duly provided for, on
any Interest Payment Date will be paid to the Person in whose
name this Note is registered at the close of business on the
fifteenth calendar day (whether or not a Business Day) next
preceding such Interest Payment Date (each such date a "Record
Date"). Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on
such Record Date and may either be paid to the Person in whose
name this Note is registered at the close of business on a
special Record Date for the payment of such defaulted interest to
be fixed by the Trustee, notice whereof shall be given to Holders
of the Notes not less than 10 days prior to such special Record
Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said
Indenture. Interest will be calculated based on a 360-day year
consisting of twelve 30-day months. "Business Day" means any
day other than a Saturday, a Sunday or a day on which banking
institutions in The City of New York are authorized or required
by law or regulation to be closed.
If the Remarketing Dealer (as defined below) purchases the
Notes as described below, the Remarketing Dealer will reset the
interest rate for the Notes effective on the Coupon Reset Date,
pursuant to the Coupon Reset Process described below. In such
circumstance, (i) this Note will be purchased by the Remarketing
Dealer at 100% of the principal amount hereof on the Coupon Reset
Date, on the terms and subject to the conditions described herein
(interest accrued to but excluding the Coupon Reset Date will be
paid by the Company on such date to the Holder hereof on the most
recent Record Date), and (ii) from and including the Coupon Reset
Date, the Notes will bear interest at the rate determined by the
Remarketing Dealer in accordance with the procedures set forth
under "Coupon Reset Process if Notes Are Remarketed" below.
Maturity Date
The Notes will mature on August 1, 2012 (the "Maturity
Date"). On the Coupon Reset Date pursuant to automatic purchase
of this Note, the Holder hereof will be entitled to receive 100%
of the principal amount hereof (the "Purchase/Repurchase Price")
(interest accrued to but excluding the Coupon Reset Date will be
paid by the Company on such date to the Holders of the Notes on
the most recent Record Date) from either (i) the Remarketing
Dealer, if the Remarketing Dealer purchases this Note, or
(ii) the Company, pursuant to either optional or mandatory
repurchase of this Note by the Company.
Purchase by the Remarketing Dealer; Remarketing
If the Remarketing Dealer gives notice in writing (the
"Remarketing Notification") to the Company and the Trustee on a
Business Day (the "Notification Date") not later than fifteen
calendar days prior to the Coupon Reset Date of its intention to
purchase the Notes for remarketing, the Notes will be
automatically purchased, or deemed purchased, by the Remarketing
Dealer at the Purchase/Repurchase Price on the Coupon Reset Date,
except in the circumstances described below. Interest accrued to
but excluding the Coupon Reset Date will be paid by the Company
on such date to the Holder hereof on the most recent Record Date.
If the Remarketing Dealer purchases the Notes as aforesaid, from
and after the Coupon Reset Date, the Notes will bear interest at
the Coupon Reset Rate.
The Remarketing Notification must contain the requisite
delivery details, including the identity of the Remarketing
Dealer's account with The Depository Trust Company, New York, New
York (the "Depositary"). The Remarketing Dealer may revoke the
Remarketing Notification and terminate its obligation to remarket
the Notes by giving notice thereof to the Company and the Trustee
at any time prior to 2:00 p.m., New York time, on the Business
Day prior to the Coupon Reset Date. Such revocation will
terminate the Coupon Reset Process.
If the Remarketing Dealer gives the Remarketing Notification
as aforesaid, then unless a Termination Event (as defined below)
occurs, not later than 2:00 P.M., New York time, on the Business
Day prior to the Coupon Reset Date, the Remarketing Dealer shall
deliver the Purchase/Repurchase Price in immediately available
funds to the Trustee for payment of the Purchase/Repurchase Price
on the Coupon Reset Date and the Holder of this Note shall be
required to deliver, and any owner of a beneficial interest in
this Note shall be deemed to have delivered its beneficial
interest in, this Note to the Remarketing Dealer against payment
of the Purchase/Repurchase Price on the Coupon Reset Date through
the facilities of the Depositary.
The Remarketing Dealer's obligation to purchase the Notes
will be terminated and the Coupon Reset Process will terminate,
if any of the following (a "Termination Event") occurs: (i) an
Event of Default occurs under the Indenture (in which case,
termination is at the Remarketing Dealer's option); (ii) on the
Bid Date (as defined below), fewer than two Dealers (as defined
below) submit timely Bids (as defined below) substantially as
provided below (in which case, termination is automatic);
(iii) the Company exercises its right to repurchase the Notes as
described under "-Optional Repurchase by the Company" below (in
which case, termination is automatic); (iv) a "legal defeasance"
or a "covenant defeasance" under Section 403 or 1010 of the
Indenture has occurred; (v) the Remarketing Dealer fails to pay
the Purchase/Repurchase Price by 2:00 p.m., New York time, on the
Business Day prior to the Coupon Reset Date (other than due to
the occurrence of a Market Disruption Event, as such term is
defined in the Remarketing Agreement referred to below) (in which
case, termination is automatic); (vi) the Remarketing Dealer does
not give the Remarketing Notification (in which case, termination
is automatic); (vii) the Remarketing Dealer revokes the
Remarketing Notification in the manner set forth above (in which
case, termination is automatic); or (viii) prior to the
Notification Date the Remarketing Dealer resigns and no successor
has been appointed (in which case, termination is automatic).
The Remarketing Dealer will give the Trustee immediate
written notice of any Termination Event under clause (i), (ii) or
(v) (in the case of a Market Disruption Event) and the Company
will give the Trustee immediate written notice of a Termination
Event under clause (viii). If a Termination Event occurs, the
Company will repurchase the Notes on the Coupon Reset Date as
described below.
The transactions described above will be executed on the
Coupon Reset Date through the Depositary in accordance with the
procedures of the Depositary, and the accounts of participants
will be debited and credited and the Notes delivered by book-
entry as necessary to effect the purchases and sales thereof.
Notice to Holders by Trustee
In anticipation of the purchase of the Notes by the
Remarketing Dealer or the repurchase of the Notes by the Company
on the Coupon Reset Date, the Trustee will notify the Holders of
the Notes, not less than 30 days nor more than 60 days prior to
the Coupon Reset Date, that all Notes shall be delivered on the
Coupon Reset Date through the facilities of the Depositary
against payment of the Purchase/Repurchase Price by the
Remarketing Dealer or the Company.
Coupon Reset Process if Notes Are Remarketed
If the Remarketing Dealer elects to remarket the Notes, then
the following steps (the "Coupon Reset Process") will be taken in
order to determine the Coupon Reset Rate. The Company and the
Remarketing Dealer will use reasonable efforts to cause the
actions contemplated below to be completed in as timely a manner
as possible.
(a) No later than five Business Days prior to the Coupon
Reset Date, the Company will provide the Remarketing Dealer with
(i) a list (the "Dealer List"), containing the names and
addresses of three dealers, one of whom shall be the Remarketing
Dealer, from whom the Company desires the Remarketing Dealer to
obtain Bids for the purchase of the Notes and (ii) such other
material as may reasonably be requested by the Remarketing Dealer
to facilitate a successful Coupon Reset Process.
(b) Within one Business Day following receipt by the
Remarketing Dealer of the Dealer List, the Remarketing Dealer
will provide to each dealer ("Dealer") on the Dealer List (i) a
copy of the Prospectus Supplement dated July 30, 1998 and
Prospectus dated July 24, 1998, relating to the offering of the
Notes (collectively, the "Prospectus Supplement"), (ii) a copy of
the form of Notes and (iii) a written request that each Dealer
submit a Bid to the Remarketing Dealer no later than 3:00 p.m.,
New York time, on the third Business Day prior to the Coupon
Reset Date (the "Bid Date"). "Bid" means an irrevocable written
offer given by a Dealer for the purchase of all of the Notes,
settling on the Coupon Reset Date, and shall be quoted by such
Dealer as a stated yield to maturity on the Notes ("Yield to
Maturity"). Each Dealer shall also be provided with (i) the name
of the Company, (ii) an estimate of the Remarketing Purchase
Price (which shall be stated as a U.S. dollar amount and be
calculated by the Remarketing Dealer in accordance with paragraph
(c) below), (iii) the principal amount and maturity of the Notes
and (iv) the method by which interest will be calculated on the
Notes.
(c) The purchase price for the Notes in connection with the
Coupon Reset Process (the "Remarketing Purchase Price") shall be
equal to (i) the principal amount of the Notes, plus (ii) a
premium (the "Notes Premium") which shall be equal to the excess,
if any, on the Coupon Reset Date of (A) the discounted present
value to the Coupon Reset Date of a bond with a maturity of
August 1, 2012 which has an interest rate of 5.503%, semiannual
interest payments on each February 1 and August 1, commencing
February 1, 2003, and a principal amount equal to the principal
amount of the Notes, and assuming a discount rate equal to the
Treasury Rate over (B) such principal amount of Notes. The
"Treasury Rate" means the per annum rate equal to the offer side
yield to maturity of the current on-the-run ten-year United
States Treasury Security per Telerate page 500, or any successor
page, no later than 3:00 p.m., New York time, on the Bid Date (or
such other time or date that may be agreed upon by the Company
and the Remarketing Dealer) or, if such rate does not appear on
Telerate page 500, or any successor page, at such time, the rates
on GovPX End-of-Day Pricing at 3:00 p.m., New York time, on the
Bid Date (or such other time or date that may be agreed upon by
the Company and the Remarketing Dealer).
(d) The Remarketing Dealer will provide written notice to
the Company as soon as practicable on the Bid Date, setting forth
(i) the names of each of the Dealers from whom the Remarketing
Dealer received Bids on the Bid Date, (ii) the Bid submitted by
each such Dealer and (iii) the Remarketing Purchase Price as
determined pursuant to paragraph (c) above. Except as provided
below, the Remarketing Dealer will thereafter select from the
Bids received the Bid with the lowest Yield to Maturity (the
"Selected Bid"); provided, however, that (i) if the Remarketing
Dealer has not received a timely Bid from a Dealer on or before
the Bid Date, the Selected Bid shall be the lowest of all Bids
received by such time and (ii) if any two or more of the lowest
Bids submitted are equivalent, the Company shall in its sole
discretion select any of such equivalent Bids (and such selected
Bid shall be the Selected Bid). In all cases, the Remarketing
Dealer shall have the right to match the Bid with the lowest
Yield to Maturity in which case the Remarketing Dealer's Bid
shall be the Selected Bid. The Remarketing Dealer will set the
Coupon Reset Rate equal to the interest rate that will amortize
the Notes Premium fully over the term of the Notes at the Yield
to Maturity indicated by the Selected Bid.
(e) Immediately after calculating the Coupon Reset Rate for
the Notes, the Remarketing Dealer will provide written notice to
the Company and the Trustee, setting forth the Coupon Reset Rate.
The Coupon Reset Rate for the Notes will be effective from and
including the Coupon Reset Date.
The Remarketing Dealer
On or prior to the date of original issuance of the Notes,
the Company and Morgan Stanley & Co. Incorporated (the
"Remarketing Dealer") entered into a Remarketing Agreement (a
"Remarketing Agreement"). No Holder or beneficial owner of any
Notes shall have any rights or claims under the Remarketing
Agreement or against the Company or the Remarketing Dealer as a
result of the Remarketing Dealer not purchasing the Notes.
The Remarketing Dealer, in its individual or any other
capacity, may buy, sell, hold and deal in any of the Notes. The
Remarketing Dealer may exercise any vote or join in any action
which any Holder or beneficial owner of the Notes may be entitled
to exercise or take with like effect as if such Remarketing
Dealer did not act in any capacity under its Remarketing
Agreement. The Remarketing Dealer, in its individual capacity,
either as principal or agent, may also engage in or have an
interest in any financial or other transaction with the Company
as freely as if it did not act in any capacity under its
respective Remarketing Agreement.
Mandatory Repurchase by the Company
If any Termination Event occurs, the Company will repurchase
the entire principal amount of the Notes on the Coupon Reset Date
at the Purchase/Repurchase Price plus accrued and unpaid
interest, if any, on the Notes.
Optional Repurchase by the Company
If the Remarketing Dealer gives the Remarketing
Notification, then, not later than the fourth Business Day
following the Notification Date, the Company may irrevocably
elect, by notice in writing to the Remarketing Dealer and the
Trustee, to terminate the Coupon Reset Process, whereupon the
Company will repurchase the entire principal amount of the Notes
on the Coupon Reset Date at the Purchase/Repurchase Price plus
accrued and unpaid interest, if any, on the Notes.
In case the Company is required to or elects to purchase the
Notes pursuant to either of the preceding two paragraphs, the
Company shall deliver the Purchase/Repurchase Price in
immediately available funds to the Trustee by no later than 10:00
A.M., New York time, on the Coupon Reset Date, and the Holder of
this Note shall be required to deliver, and any owner of a
beneficial interest in this Note shall be deemed to have
delivered its beneficial interest in, this Note to the Company
against payment of the Purchase/Repurchase Price on the Coupon
Reset Date through the facilities of the Depositary. Notes that
have been purchased by the Company as aforesaid shall be canceled
by the Trustee in accordance with the Indenture and no Notes may
be issued in lieu thereof or in exchange therefor.
The Notes are not subject to redemption prior to maturity
except in accordance with the following paragraphs.
Redemption
Upon the occurrence of a Merger Redemption Event (as defined
below), the Notes shall be subject to redemption in whole but not
in part at a redemption price equal to 102% of the aggregate
principal amount thereof, plus accrued and unpaid interest
thereon to the date of redemption. Immediately following a
Merger Redemption Event, the Company will mail a notice to the
Trustee and the Holders of the Notes stating that the Merger
Redemption Event has occurred and that the Notes will be redeemed
no later than 30 days after the date of such notice. The Notes
shall be redeemed in whole at the foregoing redemption price by
said 30th day.
A "Merger Redemption Event" will be deemed to have occurred
at such time as either of the following events occurs: (i) the
Agreement and Plan of Merger, dated as of May 16, 1998 (the
"Merger Agreement"), among the Company, MSC Acquisition, Inc.
("NEWCO") and Mercantile Stores Company, Inc. ("Mercantile") is
terminated or (ii) the merger of NEWCO with and into Mercantile
pursuant to the Merger Agreement is not consummated on or prior
to October 31, 1998.
General Matters
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of the Notes may be declared due
and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66-2/3% in principal amount of the
Securities at the time outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of
each series at the time outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive
and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest on
this Note at the time, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is
registrable in the Security Register, upon surrender of this Note
for registration of transfer at the office or agency of the
Company in any place where the principal of (and premium, if any)
and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes and of like tenor,
of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiples
thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a
like aggregate principal amount of Notes and of like tenor of a
different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
Terms used herein which are defined in the Indenture shall
have the respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance
with the laws of the State of New York.
___________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription
on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT--______CUSTODIAN______
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common ______________________________
(State)
Additional abbreviations may also be used though not in
the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
________________
/ /
_________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
POSTAL ZIP CODE OF ASSIGNEE
_________________________________________________________________
_________________________________________________________________
the within Note of Dillard's, Inc. and does hereby irrevocably
constitute and appoint
__________________________________________________________
attorney to transfer said Note on the books of the Company, with
full power of substitution in the premises.
Dated: _________________________
________________________________________
_________________________________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within instrument in
every particular, without alteration or enlargement or any change
whatever.
DILLARD'S, INC.
6.39% RESET PUT SECURITY DUE 2013
REGISTERED REGISTERED
NO. R-1
CUSIP 254067AE1
If this Security is registered in the name of The
Depository Trust Company (the "Depositary") (55 Water
Street, New York, New York) or its nominee, this
Security may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another
nominee of the Depositary or any such nominee to a
successor Depositary or a nominee of such successor
Depositary unless and until this Security is exchanged
in whole or in part for Securities in definitive form.
Unless this certificate is presented by an authorized
representative of the Depositary to the Company or its
agent for registration of transfer, exchange or
payment, and any certificate issued is registered in
the name of Cede & Co. or such other name as requested
by an authorized representative of the Depositary and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co. has an interest herein.
DILLARD'S, INC., a Delaware corporation (herein called the
"Company", which term includes any successor corporation under
the Indenture, hereinafter referred to), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of $150,000,000 (ONE HUNDRED FIFTY MILLION DOLLARS)
on August 1, 2013, subject to mandatory repayment of principal to
the existing Holder hereof pursuant to the purchase and
repurchase rights described on the reverse of this Security, and
to pay interest thereon from August 7, 1998 or from the most
recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on February 1 and August 1 in
each year, commencing February 1, 1999, at the rate of 6.39% per
annum, from and including August 7, 1998 to but excluding the
Coupon Reset Date referred to on the reverse hereof, and at the
rate per annum determined in accordance with the Coupon Reset
Process referred to on the reverse hereof, from and including the
Coupon Reset Date, until the principal hereof is paid or made
available for payment.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by
manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Dated: August 7, 1998
TRUSTEE'S CERTIFICATE DILLARD'S, INC.
OF AUTHENTICATION
This is one of the By:_____________________
Securities of the series
designated therein Senior Vice President
referred to in the and Chief Financial Officer
within-mentioned
Indenture.
THE CHASE MANHATTAN ATTEST:
BANK, (formerly known as
Chemical Bank), Trustee
By:_____________________
By:_____________________
Assistant Secretary
Authorized Officer
(REVERSE OF NOTE)
6.39% RESET PUT SECURITY DUE 2013
This Note is one of a duly authorized issue of debentures,
notes or other evidences of indebtedness of the Company (the
"Securities"), all issued or to be issued under and pursuant to
an indenture, dated as of dated as of May 15, 1988, as
supplemented by a First Supplemental Indenture dated as of
December 16, 1988, a Second Supplemental Indenture dated as of
September 14, 1990, and a Third Supplemental Indenture dated as
of August 7, 1998 (the "Indenture"), between the Company and The
Chase Manhattan Bank (formerly known as Chemical Bank), as
Trustee (the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description
of the rights, duties and immunities thereunder of the Company
and the Trustee and the rights thereunder of the Holders of the
Securities. This Note is one of the series designated on the
face hereof, limited in aggregate principal amount to
$150,000,000 (the "Notes").
Payment of the principal of and interest on this Note will
be made at the office or agency of the Company maintained for
that purpose in New York, New York, in such coin or currency of
the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided,
however, that at the option of the Company payment of interest
may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.
Interest Rate and Interest Payment Dates
The Notes will bear interest at the rate of 6.39% from and
including August 7, 1998 to but excluding August 1, 2003 (the
"Coupon Reset Date"). Interest on the Notes will be payable
semi-annually on February 1 and August 1 of each year, commencing
February 1, 1999 (each, an "Interest Payment Date"). The
interest payable, and punctually paid and duly provided for, on
any Interest Payment Date will be paid to the Person in whose
name this Note is registered at the close of business on the
fifteenth calendar day (whether or not a Business Day) next
preceding such Interest Payment Date (each such date a "Record
Date"). Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on
such Record Date and may either be paid to the Person in whose
name this Note is registered at the close of business on a
special Record Date for the payment of such defaulted interest to
be fixed by the Trustee, notice whereof shall be given to Holders
of the Notes not less than 10 days prior to such special Record
Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said
Indenture. Interest will be calculated based on a 360-day year
consisting of twelve 30-day months. "Business Day" means any
day other than a Saturday, a Sunday or a day on which banking
institutions in The City of New York are authorized or required
by law or regulation to be closed.
If the Remarketing Dealer (as defined below) purchases the
Notes as described below, the Remarketing Dealer will reset the
interest rate for the Notes effective on the Coupon Reset Date,
pursuant to the Coupon Reset Process described below. In such
circumstance, (i) this Note will be purchased by the Remarketing
Dealer at 100% of the principal amount hereof on the Coupon Reset
Date, on the terms and subject to the conditions described herein
(interest accrued to but excluding the Coupon Reset Date will be
paid by the Company on such date to the Holder hereof on the most
recent Record Date), and (ii) from and including the Coupon Reset
Date, the Notes will bear interest at the rate determined by the
Remarketing Dealer in accordance with the procedures set forth
under "Coupon Reset Process if Notes Are Remarketed" below.
Maturity Date
The Notes will mature on August 1, 2013 (the "Maturity
Date"). On the Coupon Reset Date pursuant to automatic purchase
of this Note, the Holder hereof will be entitled to receive 100%
of the principal amount hereof (the "Purchase/Repurchase Price")
(interest accrued to but excluding the Coupon Reset Date will be
paid by the Company on such date to the Holders of the Notes on
the most recent Record Date) from either (i) the Remarketing
Dealer, if the Remarketing Dealer purchases this Note, or
(ii) the Company, pursuant to either optional or mandatory
repurchase of this Note by the Company.
Purchase by the Remarketing Dealer; Remarketing
If the Remarketing Dealer gives notice in writing (the
"Remarketing Notification") to the Company and the Trustee on a
Business Day (the "Notification Date") not later than fifteen
calendar days prior to the Coupon Reset Date of its intention to
purchase the Notes for remarketing, the Notes will be
automatically purchased, or deemed purchased, by the Remarketing
Dealer at the Purchase/Repurchase Price on the Coupon Reset Date,
except in the circumstances described below. Interest accrued to
but excluding the Coupon Reset Date will be paid by the Company
on such date to the Holder hereof on the most recent Record Date.
If the Remarketing Dealer purchases the Notes as aforesaid, from
and after the Coupon Reset Date, the Notes will bear interest at
the Coupon Reset Rate.
The Remarketing Notification must contain the requisite
delivery details, including the identity of the Remarketing
Dealer's account with The Depository Trust Company, New York, New
York (the "Depositary"). The Remarketing Dealer may revoke the
Remarketing Notification and terminate its obligation to remarket
the Notes by giving notice thereof to the Company and the Trustee
at any time prior to 2:00 p.m., New York time, on the Business
Day prior to the Coupon Reset Date. Such revocation will
terminate the Coupon Reset Process.
If the Remarketing Dealer gives the Remarketing Notification
as aforesaid, then unless a Termination Event (as defined below)
occurs, not later than 2:00 P.M., New York time, on the Business
Day prior to the Coupon Reset Date, the Remarketing Dealer shall
deliver the Purchase/Repurchase Price in immediately available
funds to the Trustee for payment of the Purchase/Repurchase Price
on the Coupon Reset Date and the Holder of this Note shall be
required to deliver, and any owner of a beneficial interest in
this Note shall be deemed to have delivered its beneficial
interest in, this Note to the Remarketing Dealer against payment
of the Purchase/Repurchase Price on the Coupon Reset Date through
the facilities of the Depositary.
The Remarketing Dealer's obligation to purchase the Notes
will be terminated and the Coupon Reset Process will terminate,
if any of the following (a "Termination Event") occurs: (i) an
Event of Default occurs under the Indenture (in which case,
termination is at the Remarketing Dealer's option); (ii) on the
Bid Date (as defined below), fewer than two Dealers (as defined
below) submit timely Bids (as defined below) substantially as
provided below (in which case, termination is automatic);
(iii) the Company exercises its right to repurchase the Notes as
described under "-Optional Repurchase by the Company" below (in
which case, termination is automatic); (iv) a "legal defeasance"
or a "covenant defeasance" under Section 403 or 1010 of the
Indenture has occurred; (v) the Remarketing Dealer fails to pay
the Purchase/Repurchase Price by 2:00 p.m., New York time, on the
Business Day prior to the Coupon Reset Date (other than due to
the occurrence of a Market Disruption Event, as such term is
defined in the Remarketing Agreement referred to below) (in which
case, termination is automatic); (vi) the Remarketing Dealer does
not give the Remarketing Notification (in which case, termination
is automatic); (vii) the Remarketing Dealer revokes the
Remarketing Notification in the manner set forth above (in which
case, termination is automatic); or (viii) prior to the
Notification Date the Remarketing Dealer resigns and no successor
has been appointed (in which case, termination is automatic).
The Remarketing Dealer will give the Trustee immediate
written notice of any Termination Event under clause (i), (ii) or
(v) (in the case of a Market Disruption Event) and the Company
will give the Trustee immediate written notice of a Termination
Event under clause (viii). If a Termination Event occurs, the
Company will repurchase the Notes on the Coupon Reset Date as
described below.
The transactions described above will be executed on the
Coupon Reset Date through the Depositary in accordance with the
procedures of the Depositary, and the accounts of participants
will be debited and credited and the Notes delivered by book-
entry as necessary to effect the purchases and sales thereof.
Notice to Holders by Trustee
In anticipation of the purchase of the Notes by the
Remarketing Dealer or the repurchase of the Notes by the Company
on the Coupon Reset Date, the Trustee will notify the Holders of
the Notes, not less than 30 days nor more than 60 days prior to
the Coupon Reset Date, that all Notes shall be delivered on the
Coupon Reset Date through the facilities of the Depositary
against payment of the Purchase/Repurchase Price by the
Remarketing Dealer or the Company.
Coupon Reset Process if Notes Are Remarketed
If the Remarketing Dealer elects to remarket the Notes, then
the following steps (the "Coupon Reset Process") will be taken in
order to determine the Coupon Reset Rate. The Company and the
Remarketing Dealer will use reasonable efforts to cause the
actions contemplated below to be completed in as timely a manner
as possible.
(a) No later than five Business Days prior to the Coupon
Reset Date, the Company will provide the Remarketing Dealer with
(i) a list (the "Dealer List"), containing the names and
addresses of three dealers, one of whom shall be the Remarketing
Dealer, from whom the Company desires the Remarketing Dealer to
obtain Bids for the purchase of the Notes and (ii) such other
material as may reasonably be requested by the Remarketing Dealer
to facilitate a successful Coupon Reset Process.
(b) Within one Business Day following receipt by the
Remarketing Dealer of the Dealer List, the Remarketing Dealer
will provide to each dealer ("Dealer") on the Dealer List (i) a
copy of the Prospectus Supplement dated July 30, 1998 and
Prospectus dated July 24, 1998, relating to the offering of the
Notes (collectively, the "Prospectus Supplement"), (ii) a copy of
the form of Notes and (iii) a written request that each Dealer
submit a Bid to the Remarketing Dealer no later than 3:00 p.m.,
New York time, on the third Business Day prior to the Coupon
Reset Date (the "Bid Date"). "Bid" means an irrevocable written
offer given by a Dealer for the purchase of all of the Notes,
settling on the Coupon Reset Date, and shall be quoted by such
Dealer as a stated yield to maturity on the Notes ("Yield to
Maturity"). Each Dealer shall also be provided with (i) the name
of the Company, (ii) an estimate of the Remarketing Purchase
Price (which shall be stated as a U.S. dollar amount and be
calculated by the Remarketing Dealer in accordance with paragraph
(c) below), (iii) the principal amount and maturity of the Notes
and (iv) the method by which interest will be calculated on the
Notes.
(c) The purchase price for the Notes in connection with the
Coupon Reset Process (the "Remarketing Purchase Price") shall be
equal to (i) the principal amount of the Notes, plus (ii) a
premium (the "Notes Premium") which shall be equal to the excess,
if any, on the Coupon Reset Date of (A) the discounted present
value to the Coupon Reset Date of a bond with a maturity of
August 1, 2013 which has an interest rate of 5.503%, semiannual
interest payments on each February 1 and August 1, commencing
February 1, 2004, and a principal amount equal to the principal
amount of the Notes, and assuming a discount rate equal to the
Treasury Rate over (B) such principal amount of Notes. The
"Treasury Rate" means the per annum rate equal to the offer side
yield to maturity of the current on-the-run ten-year United
States Treasury Security per Telerate page 500, or any successor
page, no later than 3:00 p.m., New York time, on the Bid Date (or
such other time or date that may be agreed upon by the Company
and the Remarketing Dealer) or, if such rate does not appear on
Telerate page 500, or any successor page, at such time, the rates
on GovPX End-of-Day Pricing at 3:00 p.m., New York time, on the
Bid Date (or such other time or date that may be agreed upon by
the Company and the Remarketing Dealer).
(d) The Remarketing Dealer will provide written notice to
the Company as soon as practicable on the Bid Date, setting forth
(i) the names of each of the Dealers from whom the Remarketing
Dealer received Bids on the Bid Date, (ii) the Bid submitted by
each such Dealer and (iii) the Remarketing Purchase Price as
determined pursuant to paragraph (c) above. Except as provided
below, the Remarketing Dealer will thereafter select from the
Bids received the Bid with the lowest Yield to Maturity (the
"Selected Bid"); provided, however, that (i) if the Remarketing
Dealer has not received a timely Bid from a Dealer on or before
the Bid Date, the Selected Bid shall be the lowest of all Bids
received by such time and (ii) if any two or more of the lowest
Bids submitted are equivalent, the Company shall in its sole
discretion select any of such equivalent Bids (and such selected
Bid shall be the Selected Bid). In all cases, the Remarketing
Dealer shall have the right to match the Bid with the lowest
Yield to Maturity in which case the Remarketing Dealer's Bid
shall be the Selected Bid. The Remarketing Dealer will set the
Coupon Reset Rate equal to the interest rate that will amortize
the Notes Premium fully over the term of the Notes at the Yield
to Maturity indicated by the Selected Bid.
(e) Immediately after calculating the Coupon Reset Rate for
the Notes, the Remarketing Dealer will provide written notice to
the Company and the Trustee, setting forth the Coupon Reset Rate.
The Coupon Reset Rate for the Notes will be effective from and
including the Coupon Reset Date.
The Remarketing Dealer
On or prior to the date of original issuance of the Notes,
the Company and Morgan Stanley & Co. Incorporated (the
"Remarketing Dealer") entered into a Remarketing Agreement (a
"Remarketing Agreement"). No Holder or beneficial owner of any
Notes shall have any rights or claims under the Remarketing
Agreement or against the Company or the Remarketing Dealer as a
result of the Remarketing Dealer not purchasing the Notes.
The Remarketing Dealer, in its individual or any other
capacity, may buy, sell, hold and deal in any of the Notes. The
Remarketing Dealer may exercise any vote or join in any action
which any Holder or beneficial owner of the Notes may be entitled
to exercise or take with like effect as if such Remarketing
Dealer did not act in any capacity under its Remarketing
Agreement. The Remarketing Dealer, in its individual capacity,
either as principal or agent, may also engage in or have an
interest in any financial or other transaction with the Company
as freely as if it did not act in any capacity under its
respective Remarketing Agreement.
Mandatory Repurchase by the Company
If any Termination Event occurs, the Company will repurchase
the entire principal amount of the Notes on the Coupon Reset Date
at the Purchase/Repurchase Price plus accrued and unpaid
interest, if any, on the Notes.
Optional Repurchase by the Company
If the Remarketing Dealer gives the Remarketing
Notification, then, not later than the fourth Business Day
following the Notification Date, the Company may irrevocably
elect, by notice in writing to the Remarketing Dealer and the
Trustee, to terminate the Coupon Reset Process, whereupon the
Company will repurchase the entire principal amount of the Notes
on the Coupon Reset Date at the Purchase/Repurchase Price plus
accrued and unpaid interest, if any, on the Notes.
In case the Company is required to or elects to purchase the
Notes pursuant to either of the preceding two paragraphs, the
Company shall deliver the Purchase/Repurchase Price in
immediately available funds to the Trustee by no later than 10:00
A.M., New York time, on the Coupon Reset Date, and the Holder of
this Note shall be required to deliver, and any owner of a
beneficial interest in this Note shall be deemed to have
delivered its beneficial interest in, this Note to the Company
against payment of the Purchase/Repurchase Price on the Coupon
Reset Date through the facilities of the Depositary. Notes that
have been purchased by the Company as aforesaid shall be canceled
by the Trustee in accordance with the Indenture and no Notes may
be issued in lieu thereof or in exchange therefor.
The Notes are not subject to redemption prior to maturity
except in accordance with the following paragraphs.
Redemption
Upon the occurrence of a Merger Redemption Event (as defined
below), the Notes shall be subject to redemption in whole but not
in part at a redemption price equal to 102% of the aggregate
principal amount thereof, plus accrued and unpaid interest
thereon to the date of redemption. Immediately following a
Merger Redemption Event, the Company will mail a notice to the
Trustee and the Holders of the Notes stating that the Merger
Redemption Event has occurred and that the Notes will be redeemed
no later than 30 days after the date of such notice. The Notes
shall be redeemed in whole at the foregoing redemption price by
said 30th day.
A "Merger Redemption Event" will be deemed to have occurred
at such time as either of the following events occurs: (i) the
Agreement and Plan of Merger, dated as of May 16, 1998 (the
"Merger Agreement"), among the Company, MSC Acquisition, Inc.
("NEWCO") and Mercantile Stores Company, Inc. ("Mercantile") is
terminated or (ii) the merger of NEWCO with and into Mercantile
pursuant to the Merger Agreement is not consummated on or prior
to October 31, 1998.
General Matters
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal of the Notes may be declared due
and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66-2/3% in principal amount of the
Securities at the time outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of
each series at the time outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive
and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of
this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest on
this Note at the time, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is
registrable in the Security Register, upon surrender of this Note
for registration of transfer at the office or agency of the
Company in any place where the principal of (and premium, if any)
and interest on this Note are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes and of like tenor,
of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiples
thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a
like aggregate principal amount of Notes and of like tenor of a
different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
Terms used herein which are defined in the Indenture shall
have the respective meanings assigned thereto in the Indenture.
This Note shall be governed by and construed in accordance
with the laws of the State of New York.
___________________________
ABBREVIATIONS
The following abbreviations, when used in the inscription
on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT--______CUSTODIAN_______
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right Under Uniform Gifts to Minors Act
of survivorship and not as
tenants in common ______________________________
(State)
Additional abbreviations may also be used though not in
the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please Insert Social Security or
Other Identifying Number of Assignee
________________
/ /
_________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING
POSTAL ZIP CODE OF ASSIGNEE
_________________________________________________________________
_________________________________________________________________
the within Note of Dillard's, Inc. and does hereby irrevocably
constitute and appoint
__________________________________________________________
attorney to transfer said Note on the books of the Company, with
full power of substitution in the premises.
Dated: _________________________
_______________________________________
_______________________________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within instrument in
every particular, without alteration or enlargement or any change
whatever.
