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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)
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MERCANTILE STORES COMPANY, INC.
(Name of Subject Company)
MSC ACQUISITIONS, INC.
DILLARD'S, INC.
(Bidders)
COMMON STOCK, $.14 2/3 PAR VALUE PER SHARE
(Title of Class of Securities)
587533100
(CUSIP Number of Class of Securities)
PAUL J. SCHROEDER, ESQ.
VICE PRESIDENT, SECRETARY
& GENERAL COUNSEL
DILLARD'S, INC.
1600 CANTRELL ROAD
LITTLE ROCK, ARKANSAS 72201
TELEPHONE: (501) 376-5200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
COPY TO:
ALAN G. SCHWARTZ, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
TELEPHONE: (212) 455-2000
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This Amendment No. 7 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on May 21, 1998 and amended and supplemented on June 4,
1998, June 8, 1998, July 6, 1998, July 21, 1998, July 28, 1998 and August 5,
1998 (as amended and supplemented, the "Schedule 14D-1") relating to the offer
by MSC Acquisitions, Inc., a Delaware corporation (the "Purchaser") and a wholly
owned subsidiary of Dillard's, Inc., a Delaware corporation (the "Parent"), to
purchase all of the outstanding shares of Common Stock, $.14 2/3 par value per
share (the "Shares"), of Mercantile Stores Company, Inc., a Delaware corporation
(the "Company"), at a purchase price of $80 per Share, net to the seller in cash
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated May 21, 1998 (the "Offer to Purchase") and in the
related Letter of Transmittal. Unless otherwise indicated, all capitalized terms
used but not defined herein shall have the meanings assigned to them in the
Schedule 14D-1.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER
Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows:
On August 11, 1998, the Parent issued a press release announcing that it has
received termination of the waiting period under the Hart-Scott-Rodino Act
relating to the Offer and indicating that it expects to consummate the offer on
the Expiration Date, currently 5:00 p.m., New York City Time, on Wednesday,
August 12, 1998, subject to the terms thereof. The full text of the press
release is set forth in Exhibit 11(a)(14) and is incorporated herein by
reference.
ITEM 10. ADDITIONAL INFORMATION
Item 10(b), (c) and (f) of the Schedule 14D-1 are hereby amended and
supplemented as follows: The information provided in this Amendment No. 7 under
Item 5 is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the following:
(a)(14) Press Release issued by the Parent on August 11, 1998.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in the Statement is true, complete and correct.
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DILLARD'S, INC.
By /s/ JAMES I. FREEMAN
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Name: James I. Freeman
Title: SENIOR VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
MSC ACQUISITIONS, INC.
By /s/ JAMES I. FREEMAN
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Name: James I. Freeman
Title: SENIOR VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
</TABLE>
Date: August 11, 1998
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EXHIBIT INDEX
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EXHIBIT PAGE
NO. DESCRIPTION NO.
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(a)(14) Press Release issued by the Parent on August 11, 1998.
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EXHIBIT (A)(14)
PRESS RELEASE
News Release
Contact: James I. Freeman
(501) 376-5980
DILLARD'S, INC. ANNOUNCES CLEARANCE TO PURCHASE
MERCANTILE STORES COMPANY, INC.
Little Rock, Arkansas, August 11, 1998--Dillard's, Inc. ("Dillard's")
announced today that all applicable regulatory waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act in the United States relating to
Dillard's pending tender offer for the shares of Mercantile Stores Company, Inc.
("Mercantile") have expired.
Dillard's further indicated that, in light of the completion of the
regulatory approval process, it expects to consummate the purchase of
Mercantile's shares pursuant to the tender offer, subject to the terms thereof,
promptly after the currently scheduled expiration time of 5:00 p.m. on
Wednesday, August 12, 1998.
