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
August 13, 1998
(Date of earliest event reported)
DILLARD'S, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-6140 71-0388071
(State or other (Commission File (I.R.S. Employer
Jurisdiction Number) Identification Number)
of Incorporation)
1600 Cantrell Road 72201
Little Rock, Arkansas (Zip Code)
(Address of Principal
Executive Offices)
Registrant's telephone number,including area code:
(501) 376-5200
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Item 2. Acquisition or Disposition of Assets.
On August 13, 1998, wholly owned subsidiaries of Dillard's,
Inc. (the "Company") acquired approximately 36,043,339 shares of
the common stock of Mercantile Stores Company, Inc.
("Mercantile"), which together with shares already owned by the
Company represented approximately 98% of Mercantile's outstanding
shares of common stock, for a cash price of $80.00 per share.
Mercantile is engaged in general merchandise store retailing.
On August 18, 1998, the Company completed the merger of
Mercantile Merger Corporation, a wholly owned subsidiary of the
Company, with Mercantile. Upon consummation of the merger,
Mercantile became a wholly owned subsidiary of the Company, and
the shareholders of Mercantile who did not tender their shares
became entitled to receive $80.00 per share. The total purchase
price for Mercantile was approximately $3.00 billion plus certain
additional amounts to be paid in respect of outstanding stock
options and transaction expenses.
The funds used to consummate the acquisition were raised
through the issuance of $1.00 billion of long-term debt, the
issuance of $200 million of capital securities, the issuance of
$385 million of commercial paper and $1.35 billion of receivables
financing by the Company. The remainder of the funds came from
existing cash of the Company.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired:
The consolidated financial statements of Mercantile
Stores Company, Inc. and subsidiaries are incorporated
herein by reference to Item 7(a)(1) and Item 7(a)(2) to
Dillard's, Inc.'s Current Report on Form 8-K dated May
16, 1998.
(b) Pro Forma Financial Information:
To be filed by Amendment not later than October 27, 1998.
(c) Exhibits:
Exhibit 2.1 Agreement and Plan of Merger among Dillard's, Inc.,
MSC Acquisitions, Inc. and Mercantile Stores
Company, Inc., dated as of May 16, 1998,
incorporated herein by reference to Exhibit
11(c)(1) to Schedule 14D-1 of Dillard's, Inc.,
dated May 21, 1998.
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SIGNATURES
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 thereunto duly authorized.
DILLARD'S, INC.
By: /s/ James I. Freeman
Name: James I. Freeman
Title: Senior Vice President and
Chief Financial Officer
Dated: August 27, 1998
