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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. 8)
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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. 8 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, August 5, 1998
and August 11, 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.
The information provided in this Amendment No. 8 under Item 6 is
incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of Schedule 14D-1 is hereby amended and supplemented as follows:
At 5:00 p.m., New York City time, on Wednesday, August 12, 1998, the Offer
expired. Based on information provided by the Depositary, a total of
approximately 25,531,051 Shares (including approximately 217,464 Shares subject
to guarantee of delivery) were validly tendered and not properly withdrawn
pursuant to the Offer. The Purchaser has accepted for payment, and has notified
the Depositary to promptly pay for, the tendered and accepted Shares at the
purchase price of $80.00 per Share in cash.
Pursuant to the Merger Agreement, the Purchaser intends to merge itself into
the Company in accordance with the Delaware General Corporation Law as promptly
as practicable. As a result of the Merger, the Company will become a wholly
owned subsidiary of the Parent and each outstanding Share (other than Shares
held in the treasury of the Company, Shares owned by the Parent, the Purchaser
or any other direct or indirect subsidiary of the Parent or the Company, and
Shares owned by stockholders who choose to dissent and demand appraisal of their
Shares) shall be cancelled, extinguished and converted into the right to receive
$80.00 per Share in cash, without interest, less any applicable withholding
taxes.
The consummation of the Offer was publicly announced in a press release
issued by the Parent on August 13, 1998, a copy of which is filed as Exhibit
11(a)(15) hereto and incorporated by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the following:
(a)(15) Press Release issued by the Parent on August 13, 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
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Date: August 13, 1998
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EXHIBIT INDEX
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NO. DESCRIPTION NO.
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(a)(15) Press Release issued by the Parent on August 13, 1998.
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Exhibit (a)(15)
News Release
Contact: James I. Freeman
(501) 376-5980
DILLARD'S SUCCESSFULLY COMPLETES CASH TENDER OFFER
ACQUIRES APPROXIMATELY 98%
OF MERCANTILE STORES COMPANY, INC.
Little Rock, Arkansas, (August 13, 1998)--Dillard's, Inc. ("Dillard's")
today announced that its cash tender offer for all outstanding shares of common
stock of Mercantile Stores Company, Inc. ("Mercantile") expired, as scheduled,
at 5:00 p.m., New York City time, on Wednesday, August 12, 1998. Dillard's,
through its subsidiary making the offer, has accepted for purchase all shares
validly tendered and not withdrawn prior to the expiration of the offer. Based
on information provided by Harris Trust Company of New York, as depositary, a
total of approximately 36,043,339 shares of Mercantile has been acquired by
Dillard's (including approximately 217,464 shares subject to guarantee of
delivery) out of a total of 36,748,550 shares currently outstanding.
Approximately 705,211 shares remained untendered as of the expiration of the
tender offer.
As a result of the foregoing, Dillard's has acquired more than 90% of
Mercantile's outstanding shares, thereby permitting the second step of the
acquisition without a meeting of Mercantile's shareholders.
In the second step of the acquisition, Mercantile will be merged with a
subsidiary of Dillard's and each Mercantile share not previously purchased in
the tender offer will be converted into the right to receive $80.00 in cash. The
completion of the merger is expected to occur on Tuesday, August 18, 1998.
