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
Date of Report (Date of earliest event reported): May 26, 1998
MERCANTILE STORES COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-3339 51-0032941
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
9450 Seward Road Fairfield, Ohio 45014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 881-8000
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Item 5. Other Events
On May 18, 1998, Mercantile Stores Company, Inc. (the "Registrant"),
and Dillard's Inc., a Delaware Corporation ("Dillard's") entered into an
Agreement, dated as of May 16, 1998 (the "Agreement"), pursuant to which, a
cash tender offer of $80.00 per share, or approximately $2.9 billion in cash,
will be commenced by MSC Acquisitions, Inc., a Delaware corporation and a
wholly-owned subsidiary of Dillard's, no later than May 22, 1998 to acquire
all the outstanding shares of Common Stock of the Registrant.
On May 18, 1998, the Registrant issued a press release announcing the
signing of the Agreement. A copy of the press release is filed as an exhibit
hereto.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on behalf by the
undersigned thereunto duly authorized.
MERCANTILE STORES COMPANY, INC.
(Registrant)
May 26, 1998 David L. Nichols
____________ ____________________________________________
(Date) (David L. Nichlos, Chairman of the Board and
Chief Executive Officer)
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Exhibits Index:
99.1 Registrant press release dated May 18, 1998
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EXHIBIT 99
MAY 18, 1998
Dillard's Inc. to Purchase
Mercantile Stores Company, Inc.
New York, May 18, 1998 . . . Mercantile Stores Company, Inc. (NYSE: MST) has
reached an agreement with Dillard's Inc. (NYSE: DDS) to receive a cash tender
offer of $80 per share for all of the outstanding common shares of Mercantile
Stores Company, Inc., subject to the satisfaction of certain conditions. The
total cash acquisition price is approximately $2.9 billion.
Mercantile Stores Company, Inc., headquartered in Fairfield, Ohio, operates
103 traditional department stores and 16 home fashion stores in a total of
17 states. Retail sales for the fiscal year ended January 31, 1998, amounted
to $3.1 billion.
Dillard's Inc., headquartered in Little Rock, Arkansas, is a leading national
retailer operating 272 department stores in 27 states. Reported retail sales
for the 1997 fiscal year amounted to $6.6 billion.
CONTACT PARTY: W. A. Carr, Treasurer and Secretary
(513) 881-8121
