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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. 1)
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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 MCS Acquisitions, Inc.
Date Filed: June 4, 1998
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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D-1 filed on May 21, 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 10. ADDITIONAL INFORMATION.
Items 10(b), (c) and (e) of the Schedule 14D-1 are hereby amended and
supplemented as follows:
On June 4, 1998, Parent issued a press release announcing the receipt of
a request by the Federal Trade Commission for additional information in
connection with the Parent's HSR Act filing and Parent's filing of a Change
of Control Notice with the Office of the Comptroller of the Currency. The
full text of the press release is set forth in Exhibit (a)(9) hereto and is
incorporated herein by reference.
Item 10(b) and (e) of the Schedule 14D-1 is hereby amended and supplemented
as follows:
As a result of the Merger, Parent will indirectly acquire Mercantile
Stores National Bank ("MSNB"), the Company's credit card bank. Under the
Federal Change in Bank Control Act and the regulations promulgated
thereunder by the Office of the Comptroller of the Currency (the "OCC"),
certain transactions, such as the indirect acquisition of MSNB, require the
filing of a notice with the OCC. As such, on June 3, 1998, Parent filed a
Notice of Change in Control with the OCC with respect to MSNB. Such
transactions may be consummated at the expiration of a statutory time period
(generally 60 days but such period could be shortened or extended by the
OCC). The parties expect to receive approval from the OCC and currently
expect to receive such approval during the period in which the parties seek
HSR Act clearance from the Federal Trade Commission.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented to add the following:
(a)(9) Press Release issued by the Parent on June 4, 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 this 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 6, 1998
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EXHIBIT INDEX
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EXHIBIT PAGE
NO. DESCRIPTION NO.
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(a)(9) Press Release issued by the Parent on June 4, 1998.
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EXHIBIT (A)(9)
PRESS RELEASE
NEWS RELEASE
For Immediate Release
DILLARD'S INC. AND MERCANTILE STORES COMPANY RECEIVE
SECOND REQUEST FROM FEDERAL TRADE COMMISSION
Little Rock, Arkansas, (June 4, 1998)--Dillard's Inc. ("Dillard's") and
Mercantile Stores Company, Inc. ("Mercantile") said that the Federal Trade
Commission has requested additional information in connection with Dillard's
Hart-Scott-Rodino filing relating to its tender offer for all of the outstanding
shares of Mercantile. William Dillard, II, Chief Executive Officer of Dillard's,
said: "This request was expected. We have previously indicated that if the
Federal Trade Commission raises antitrust concerns, we are prepared to work with
the Federal Trade Commission to deal with such concerns."
In addition, Dillard's announced that it has filed a Change in Bank Control
Notice with the Office of the Comptroller of the Currency ("OCC") with respect
to the acquisition of Mercantile's credit card bank. Dillard's currently expects
to receive approval from the OCC for the transfer during the period that it
seeks Hart-Scott-Rodino clearance from the Federal Trade Commission, such
transfer to become effective upon consummation of the parties' proposed merger.
