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
February 19, 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 Pricing Agreement between
Registrant and Morgan Stanley & Co. Incorporated dated February 19, 1998,
Registrant will issue on or about February 24, 1998 its 6.30% Notes limited
to $100,000,000 aggregate principal amount maturing on February 15, 2008.
The Notes are not subject to redemption prior to the maturity date.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 1(i) Pricing Agreement dated February 19, 1998 between Dillard's,
Inc. and Morgan Stanley & Co. Incorporated
Exhibit 4(j) Form of 6.30% Notes
<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/ James I. Freeman
James I. Freeman
Senior Vice President and Chief Financial Officer
Date: February 23, 1998
<PAGE>
Exhibit Index
Exhibits to Form 8-K
Number in
Exhibit Table Exhibit
1(i) Pricing Agreement dated
February 19, 1998 between the
Registrant and Morgan Stanley
& Co. Incorporated
4(j) Form of 6.30% Note
Pricing Agreement
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
February 19, 1998
Dear Sirs:
Dillard's, Inc. (the "Company") proposes, subject to the terms
and conditions stated herein and in the Underwriting Agreement
Standard Provisions filed as an exhibit to the Company's
registration statements on Form S-3 (Nos. 33-64355 and 333-26343)
(the "Underwriting Agreement"), to issue and sell to you the
Securities specified in Schedule I hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Pricing Agreement,
except that each representation and warranty with respect to the
Prospectus in Section 2 of the Underwriting Agreement shall be
deemed to be a representation or warranty as of the date of the
Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of
this Pricing Agreement in relation to the Prospectus as amended or
supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement; provided, however, the
Underwriting Agreement shall be amended, for purposes of this
Pricing Agreement only, as follows:
(1) The following clause shall be added to the end of Section 2:
(c) The Company has complied with all provisions of
Section 1 of Laws of Florida, Chapter 92-198 Securities -
Business with Cuba.
(2) Clauses (i) through (iii) of Section 7(g) shall be
deleted and the following shall be inserted in lieu thereof:
(i) trading generally shall have been suspended or
materially limited on or by, as the case may be, any of
the New York Stock Exchange, the American Stock Exchange,
the National Association of Securities Dealers, Inc., the
Chicago Board Options Exchange, the Chicago Mercantile
Exchange or the Chicago Board of Trade, (ii) trading of
any securities of the Company shall have been suspended
on any exchange or in any over-the-counter market, (iii)
a general moratorium on commercial banking activities in
New York shall have been declared by either Federal or
New York State authorities, or (iv) there shall have
occurred any outbreak or escalation of hostilities or any
change in financial markets or any calamity or crisis
that, in your judgment, is material or adverse, if the
effect of any such event specified in clauses (i) through
(iv), singly or together with any other such event makes
it, in your judgment, impracticable to market the
Designated Securities on the terms and in the manner
contemplated in the Prospectus;
(3) Section 8(a) is hereby amended by inserting on the
fifteenth line following the word "Underwriter" the words "as
such expenses are incurred."
(4) Section 8(b) is hereby amended by inserting on the
penultimate line following the word "Company" the words "as
such expenses are incurred."
(5) Section 8(c) is hereby amended by deleting the second
sentence and inserting in lieu thereof the following:
<PAGE>
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
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.
Each reference to the Representatives herein and in the
provisions of the Underwriting Agreement so incorporated by
reference shall be deemed to refer to you. Unless otherwise defined
herein, terms defined in the Underwriting Agreement are used herein
as therein defined. The address of the Representatives referred to
in Section 12 of the Underwriting Agreement is your address as set
forth above.
A supplement to the Prospectus relating to the Designated
Securities, in the form heretofore delivered to you, is now
proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference, the
Company agrees to issue and sell to you, and you agree to purchase
from the Company, at the time and place and at the purchase price
set forth in Schedule I hereto, $100,000,000 in aggregate principal
amount of Designated Securities.
If the foregoing is in accordance with your understanding,
please sign and return to us two counterparts hereof, and upon
acceptance hereof by you, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated
herein by reference, shall constitute a binding agreement between
you and the Company.
Very truly yours,
DILLARD'S, INC.
BY: /s/ James I. Freeman
Accepted as of the date hereof:
Morgan Stanley & Co. Incorporated
By: /s/ Michael Fusco
<PAGE>
SCHEDULE I
Title of Designated Securities:
6.30% Notes due 2008
Aggregate principal amount:
$100,000,000
Price to Public:
99.954% of the principal amount of the Designated Securities
Purchase Price by Underwriters:
99.304% of the principal amount of the Designated Securities
Specified funds for payment of purchase price:
Federal Reserve (same day) Funds
Indenture:
Indenture, dated as of May 15, 1988, as supplemented, between
the Company and The Chase Manhattan Bank (formerly known as
Chemical Bank) as Trustee
Maturity:
February 15, 2008
Interest Rate:
6.30%
Interest Payment Dates:
February 15 and August 15, commencing August 15, 1998
Redemption Provisions:
No provisions for redemption or sinking fund
Time of Delivery:
10:00 a.m., New York City time, February 24, 1998
Closing Location:
Offices of Simpson Thacher & Bartlett, 425 Lexington Avenue,
New York, New York 10017-3909
DILLARD'S, INC.
6.30% NOTE DUE 2008
REGISTERED REGISTERED
NO. R-1
CUSIP 254067 AA9
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 FEBRUARY 15, 2008, and to pay interest thereon from February 15,
1998 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on February 15 and August 15 in each
year, commencing August 15, 1998, at the rate of 6.30% 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: February 24, 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 February 1 or August 1 (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 and a Second Supplemental
Indenture dated as of September 14, 1990 (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.
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.
<PAGE>
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.
<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
