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
December 1, 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 a Terms Agreement
between Registrant and Morgan Stanley & Co. Incorporated dated
December 1, 1998, Registrant will issue on December 7, 1998 its
Notes limited to $150,000,000 aggregate principal amount
maturing on December 1, 2028. The Notes are not subject to
redemption prior to maturity.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 1 Terms Agreement dated December 1, 1998
between Dillard's, Inc. and Morgan Stanley &
Co. Incorporated
Exhibit 4 Form of 7% Notes due 2028
<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: December 3, 1998
<PAGE>
Exhibit Index
Exhibits to Form 8-K
Number in
Exhibit Table Exhibit
Exhibit 1 Terms Agreement dated December 1, 1998
between Dillard's, Inc. and Morgan Stanley &
Co. Incorporated
Exhibit 4 Form of 7% Notes due 2028
DILLARD'S, INC.
("Company")
Debt Securities
TERMS AGREEMENT
December 1, 1998
Dillard's, Inc.
1600 Cantrell Road
Little Rock, Arkansas 72201
Attention: Vice President and Treasurer
Dear Sirs:
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 7, 1998, between the
Company and The Chase Manhattan Bank, as Trustee, on the
following terms:
Title: 7% Notes Due 2028
Aggregate Principal Amount: $150,000,000
Interest: 7% per annum, from December 7, 1998, payable
semiannually on June 1 and December 1 and commencing June 1,
1999, to holders of record on the preceding May 15 or November
15, as the case may be.
Maturity: December 1, 2028
Redemption: No provisions for redemption.
Purchase Price: 99.125% of the principal amount of the
Securities, plus accrued interest from December 7, 1998, if any.
Expected Reoffering Price: 100.000% of the principal amount
of the Securities, plus accrued interest from December 7, 1998,
if any.
Specified Funds for Payment of Purchase Price: Federal (same-
day) funds.
<PAGE>
Closing Date: 10:00 a.m. on December 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
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 us by the aggregate principal
amount to be purchased by such additional Underwriters.
The provisions of the Underwriting Agreement are
incorporated herein by reference; provided, however, the
Underwriting Agreement shall be amended, for purposes of this
Terms Agreement only, as follows:
Section 7(c) is hereby amended by deleting the second
sentence and inserting in lieu thereof the following:
The indemnifying party, upon request of the
indemnified party, shall retain counsel
reasonably satisfactory to the indemnified
party to represent the indemnified party and
any others the indemnifying party may
designate in such proceeding and shall pay
the fees and disbursements of such counsel
related to such proceeding. In any such
proceeding, any indemnified party shall have
the right to retain its own counsel, but the
fees and expenses of such counsel shall be at
the expense of such indemnified party unless
(i) the indemnifying party and the
indemnified party shall have mutually agreed
to the retention of such counsel or (ii) the
named parties to any such proceeding
(including any impleaded parties) include
both the indemnifying party and the
indemnified party and representation of both
parties by the same counsel would be
inappropriate due to actual or potential
differing interests between them. It is
understood that the indemnifying party shall
not, in connection with any proceeding or
related proceedings in the same jurisdiction,
be liable for (a) the fees and expenses of
more than one separate firm (in addition to
any local counsel) for the Underwriter and
all persons, if any, who control the
Underwriter within the meaning of either
Section 15 of the Act or Section 20 of the
Exchange Act and (b) the fees and expenses of
more than one separate firm (in addition to
any local counsel) for the Company, its
directors, its officers who sign the
Registration Statement and each person, if
any, who controls the Company within the
meaning of either such Section. In the case
of any such separate firm for the Underwriter
<PAGE>
and such control persons of the Underwriter,
such firm shall be designated by Morgan
Stanley & Co. Incorporated. In the case of
any such separate firm for the Company and
such control persons of the Company, such
firm shall be designated by the Company. No
indemnifying party shall, without the prior
written consent of the indemnified party,
effect any settlement of any pending or
threatened proceeding in respect of which any
indemnified party is or could have been a
party and indemnity could have been sought
hereunder by such indemnified party, unless
such settlement includes an unconditional
release of such indemnified party from all
liability on claims that are the subject
matter of such proceeding.
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
By: /s/ Harold J. Hendershot III
Name: Harold J. Hendershot III
Title: Vice President
<PAGE>
To: Morgan Stanley & Co. Incorporated
1585 Broadway, Second Floor
New York, New York 10036
We accept the offer contained in your letter dated December
1, 1998, relating to $150,000,000 principal amount of our 7%
Notes due 2028. 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/ Steven K. Nelson
Name: Steven K. Nelson
Title: Vice President and
Assistant Secretary
DILLARD'S, INC.
7% NOTE DUE 2028
REGISTERED REGISTERED
NO. R-1
CUSIP 254067 AN1
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 $150,000,000 (ONE HUNDRED FIFTY
MILLION DOLLARS) on December 1, 2028, and to pay interest thereon
from December 7, 1998 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-
annually on June 1 and December 1 in each year, commencing June
1, 1999, at the rate of 7% 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: December 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
<PAGE>
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 May 15 or November 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 $150,000,000.
The Securities of this series are not subject to redemption
prior to maturity.
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
