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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. 2)
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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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Amount Previously Paid: $598,728
Form or Registration No.: Schedule 14d-1
Filing Party: Dillard's, Inc. and MSC Acquisitions, Inc.
Date Filed: June 18, 1998
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This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on May 21, 1998 and amended and supplemented on June 4,
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 June 18, 1998, the Parent issued a press release announcing that it has
extended the period during which the Offer will remain open to 12.00 Midnight,
New York City Time, on Monday, July 6, 1998. Accordingly, the Expiration Date
shall be 12.00 Midnight, New York City Time, on Monday, July 6, 1998, unless the
Offer is further extended. The full text of the press release is set forth in
exhibit (a)(10) and is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Items 10(b), (c) and (e) of the Schedule 14D-1 are hereby amended and
supplemented as follows:
The information provided in this Amendment No. 2 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)(10) Press Release issued by the Parent on June 18, 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: June 18, 1998
2
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EXHIBIT INDEX
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EXHIBIT PAGE
NO. DESCRIPTION NO.
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(a)(10) Press Release issued by the Parent on June 18, 1998.
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EXHIBIT (A)(10)
News Release
Contact: James I. Freeman
(501) 376-5980
For Immediate Release
DILLARD'S, INC. EXTENDS TENDER OFFER THROUGH JULY 6, 1998
Little Rock, Arkansas, (June 18, 1998)--Dillard's, Inc. ("Dillard's") today
announced that it has extended the period during which its tender offer for
shares of Mercantile Stores Company, Inc. ("Mercantile") common stock will
remain open to 12.00 Midnight, New York City Time, on Monday, July 6, 1998.
The extension has been made in order to allow additional time for the
completion of the review of the transaction by the Federal Trade Commission. As
previously announced, the Federal Trade Commission has requested additional
information in connection with the parties' Hart-Scott-Rodino filings relating
to Dillard's tender offer for all of the outstanding shares of Mercantile.
As of the close of business on June 17, 1998, approximately 8,464,791 shares
of Mercantile common stock had been validly tendered in connection with the
offer.
