<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, DATED NOVEMBER , 2000.
REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
NORDSTROM, INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
WASHINGTON 91-0515058
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
1617 SIXTH AVENUE, 6TH FLOOR
SEATTLE, WASHINGTON 98101
(206) 628-2111
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
N. CLAIRE CHAPMAN
1617 SIXTH AVENUE, 6TH FLOOR
SEATTLE, WASHINGTON 98101
(206) 628-2111
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
GREGORY L. ANDERSON
WILLIAM W. LIN
LANE POWELL SPEARS LUBERSKY LLP
1420 FIFTH AVENUE, SUITE 4100
SEATTLE, WASHINGTON 98101
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
----------------------------------------------------------------------------------------------------------------------
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED UNIT(1) PRICE(1) REGISTRATION FEE(1)
----------------------------------------------------------------------------------------------------------------------
Common Stock, no par value...... 2,537,000 $17.75 $45,031,750 $11,889
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</TABLE>
(1) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(c) and 457(h), based on the average of the high and low sales
prices of the Registrant's Common Stock as reported on the New York Stock
Exchange on November 13, 2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
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--------------------------------------------------------------------------------
<PAGE> 2
PROSPECTUS
2,537,000 Shares
NORDSTROM, INC.
Common Stock
-------------------------
This prospectus ("Prospectus") relates to the offering and proposed sale
from time to time by certain persons named in this Prospectus (the "Selling
Shareholders") of 2,537,000 shares of common stock, no par value per share (the
"Shares") of Nordstrom, Inc. The Selling Shareholders acquired the Shares in
connection with the acquisition by Nordstrom of Faconnable S.A., a French
"societe anonyme" ("Faconnable"). In connection with such acquisition, Nordstrom
agreed to register this offering of shares for the benefit of the Selling
Shareholders. Nordstrom will not receive any proceeds from the sale of the
Shares by the Selling Shareholders.
The Selling Shareholders directly, or through agents, dealers,
underwriters, or market makers, may offer and sell from time to time all or any
part of the Shares in amounts and on terms to be determined at the time of sale.
To the extent required, the specific Shares to be sold, the respective purchase
price and public offering price, the names of any such agent, dealer or
underwriter, and any applicable commission or discount with respect to a
particular offer will be set forth in an accompanying supplement to the
Prospectus (a "Prospectus Supplement"). Offers or sales of the Shares have not
been registered or qualified under the laws of any country other than the United
States.
These securities involve a high degree of risk. See "Risk Factors"
beginning on page 4 for a discussion of certain factors that should be
considered by prospective purchasers of the Shares offered hereby.
The closing price of Nordstrom's common stock as reported on the New York
Stock Exchange on November 13, 2000 was $17.875 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-------------------------
The date of this Prospectus is November 15, 2000.
<PAGE> 3
AVAILABLE INFORMATION
Nordstrom is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). This information can be
inspected and copies obtained (at prescribed rates) at the public reference
facilities of the Commission's office at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at certain of its Regional Offices at Seven World Trade Center,
New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. The Commission maintains a Web site that contains
reports, proxy and other information of Nordstrom at http://www.sec.gov. This
information may also be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005.
Nordstrom has filed a registration statement on Form S-3 (the "Registration
Statement") with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"), concerning the Shares covered by this Prospectus. This
Prospectus omits certain information and exhibits included in the Registration
Statement, copies of which may be obtained (at prescribed rates) or may be
examined free of charge at the Commission's Public Reference Section at 450
Fifth Street, N.W., Washington, D.C. 20549.
Nordstrom's common stock is listed on the New York Stock Exchange under the
symbol "JWN." Nordstrom furnishes its shareholders with annual reports
containing financial statements audited by its independent auditors.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by Nordstrom with the Commission
and are incorporated herein by reference:
(a) Nordstrom's latest Annual Report on Form 10-K for the fiscal year
ended January 31, 2000;
(b) Nordstrom's Quarterly Reports on Form 10-Q for the quarters ended
April 30, 2000 and July 31, 2000;
(c) Nordstrom's Current Reports on Form 8-K filed with the Commission
on September 7, 2000 and October 11, 2000; and
(d) The description of Nordstrom's common stock contained in the
Registration Statement on Form 8-A filed with the Commission on June 2,
1999.
All documents filed by Nordstrom pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Shares made hereby shall also be deemed
to be incorporated by reference into this Prospectus.
Any statement contained in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of the Registration Statement and this
Prospectus to the extent that a statement contained in the Registration
Statement, this Prospectus, or any other subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Prospectus.
Nordstrom hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a Prospectus is delivered, upon written
or oral request of such person, a copy of any document incorporated herein by
reference (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates by reference). Such requests should be directed to N. Claire
Chapman, Nordstrom, Inc., 1617 Sixth Avenue, 6th Floor, Seattle, Washington
98101, telephone number (206) 628-2111.
1
<PAGE> 4
NORDSTROM, INC.
Nordstrom, Inc. is a specialty retailer selling a wide selection of
apparel, shoes and accessories for women, men and children. Most of Nordstrom's
merchandise categories are offered in each of its 77 large fashion specialty
stores currently located in 23 states. In addition, Nordstrom operates 37
clearance stores in 16 states under the name "Nordstrom Rack," one clearance
store in Arizona under the name "Last Chance Shoes and Apparel," 23 specialty
stores under the name "Faconnable" located primarily in Europe, and 2
free-standing shoe stores in Hawaii. Nordstrom's marketing philosophy is to
offer a wide selection of merchandise, to create customer loyalty by providing a
high level of customer service and to respond rapidly to local market conditions
and fashion trends. Nordstrom's principal executive offices are located at 1617
Sixth Avenue, Seattle, Washington, 98101, and its telephone number is (206)
628-2111. Nordstrom's common stock is traded on the New York Stock Exchange
under the symbol "JWN."
RECENT DEVELOPMENTS
On October 24, 2000, Nordstrom completed its acquisition of Faconnable
S.A., of Nice, France. Faconnable is a French designer, wholesaler and retailer
of high quality men's and women's apparel and accessories. The purchase price of
approximately $163.9 million consists of two parts: $88.0 million in cash, and
5,074,000 shares of newly-issued Nordstrom common stock. Nordstrom may also have
to make an additional cash payment to the sellers five years after the
acquisition closes based on the performance of the Faconnable brand and the
continued active involvement of the principals in Faconnable.
On October 23, 2000, Nordstrom issued $300.0 million aggregate principal
amount of Nordstrom's 8.95% Senior Notes due October 15, 2005 (the "Notes").
Interest on the Notes will accrue from October 23, 2000 and will be payable
semiannually, on each April 15 and October 15, beginning April 15, 2001.
Nordstrom has the option to redeem all or a portion of the Notes at any time.
Total net proceeds to Nordstrom (after deduction of underwriting discounts and
commissions and expenses payable by Nordstrom) is estimated to be approximately
$296.8 million.
In August 2000, Nordstrom appointed Blake W. Nordstrom as President and
Bruce A. Nordstrom as Chairman of the Board of Directors of Nordstrom following
John J. Whitacre's resignation as Chief Executive Officer and Chairman of the
Board of Directors of Nordstrom. At the same time, Michael A. Stein, former
Executive Vice President and Chief Financial Officer, left Nordstrom. Nordstrom
is engaged in a search for a new Chief Financial Officer. In September 2000,
Martha S. Wikstrom, Executive Vice President and President of the Full Line
Stores Group, and F. Richard Lennon, Vice President and Chief Information
Officer, resigned. Under Nordstrom's severance policy, Nordstrom estimates that
it will incur approximately $13.0 million in severance expenses, including a
non-cash charge of approximately $3.0 million for the acceleration of certain
restricted stock grants, during the quarter ended October 31, 2000, to cover
severance charges to Mr. Whitacre, Ms. Wikstrom, Mr. Lennon and Mr. Stein.
Nordstrom recently announced its unaudited, preliminary results for the
third quarter ended October 31, 2000. These results included net sales of $1.25
billion, and a net loss of $3.3 million, or $0.03 per share.
During the quarter ended July 31, 2000, Nordstrom recorded a charge of
$10.5 million related to the impairment of its investment in Streamline.com,
Inc. An additional charge of approximately $20.7 million was incurred in the
quarter ended October 31, 2000 to recognize a further decline in the market
value of this investment. Nordstrom expects to write-off the remaining $1.7
million of this investment in the fourth quarter ending January 31, 2001. In
addition, a charge of approximately $10.2 million was incurred in the third
quarter ended October 31, 2000 for the write-off of certain information
technology systems.
2
<PAGE> 5
RISK FACTORS
Statements made in this filing that are not historical facts are forward
looking information that involve risks and uncertainties. Forward-looking
statements typically are identified by the use of such terms as "may," "will,"
"expect," "believe," "anticipate," "estimate," "plan" and similar words,
although some forward-looking statements are expressed differently. You should
be aware that our actual results could differ materially from those contained in
the forward-looking statements due to a number of factors, which include, but
are not limited to, the following: Nordstrom's ability to predict fashion
trends, Nordstrom's ability to determine and implement appropriate merchandising
strategies, merchandise flow and inventory turnover levels, consumer apparel
buying patterns, Nordstrom's ability to control costs and expenses, Nordstrom's
ability to overcome technological problems, changes in interest rates; changes
in buying, charging and payment behavior among Nordstrom's customers, trends in
personal bankruptcies and bad debt write-offs, employee relations, adverse
weather conditions and other hazards of nature such as earthquakes and floods,
Nordstrom's ability to continue its store, brand and line expansion plans, and
the impact of competitive market forces.
Unexpected Changes in Fashion Trends; Prior Season Inventories. Fashion
trends can change rapidly and there can be no assurance that Nordstrom will
accurately anticipate shifts in fashion trends and adjust its merchandise mix to
appeal to changing consumer tastes in a timely manner. If Nordstrom misjudges
the market for its products or is unsuccessful in responding to changes in
fashion trends or in market demand, Nordstrom could experience insufficient or
excess inventory levels, missed market opportunities or higher markdowns, any of
which would have a material adverse effect on Nordstrom's financial condition
and results of operations.
Business Factors and Competitive Conditions. Nordstrom's business is highly
competitive. Its stores compete with other national, regional and local retail
establishments within its operating areas which carry similar lines of
merchandise, including department stores, specialty stores, boutiques, and mail
order and internet businesses. Nordstrom believes the principal methods of
competing in its industry include customer service, value, fashion, advertising,
store location and depth of selection.
Seasonality/Volatility of Fashion Retailer Industry. Due to Nordstrom's
anniversary sale in July and the holiday season in November and December,
Nordstrom generates a high proportion of sales and operating income during the
second and fourth quarters of the fiscal year. In addition, Nordstrom and other
fashion retailers rely on the expenditure of discretionary income for most, if
not all, of their sales. Any downturn, whether real or perceived, in economic
conditions or prospects could adversely affect consumer spending habits and
Nordstrom's sales and results of operations.
Dividend Policy. Nordstrom paid $0.32 cash dividends per share to its
common shareholders in the fiscal year ended January 31, 2000 and $0.08, $0.09
and $0.09 cash dividends per share in the first, second and third fiscal
quarters of fiscal year 2000, respectively. There can be no assurance that
Nordstrom will pay any dividends on Nordstrom common stock in the future.
Market Risk; Certain Investment Limitations. Nordstrom common stock is
listed for trading on the NYSE. The prices at which shares of Nordstrom common
stock trade, however, may depend upon many factors, including prevailing
interest rates, markets for similar securities, industry conditions, and the
performance of, and investor expectations for, Nordstrom, Inc. No assurance can
be given that a holder of shares of Nordstrom common stock will be able to sell
such shares at any particular price. In addition, certain institutional
investors may operate under restrictions that may prohibit or limit their
ability to invest in Nordstrom common stock.
USE OF PROCEEDS
Nordstrom will not receive any of the proceeds from the sale of the Shares
by the Selling Shareholders.
3
<PAGE> 6
SELLING SHAREHOLDERS
The Selling Shareholders and Nordstrom are parties to a Share Purchase and
Contribution Agreement (the "Agreement"), which generally provides for the sale
of the shares of Faconnable S.A. held by the Selling Shareholders to Nordstrom.
In consideration for their shares of Faconnable S.A., the Selling Shareholders
received $88.0 million in cash and 5,074,000 shares of Nordstrom common stock.
Pursuant to the Agreement, Nordstrom agreed to file a registration statement
with the Commission covering fifty percent (50%) of Nordstrom's common stock
acquired by the Selling Shareholders under the Agreement and to indemnify the
Selling Shareholders against claims made against him or her arising out of,
among other things, statements made in the Registration Statement. Nordstrom has
agreed to cause the Registration Statement to remain effective until October 23,
2001, or until all the Shares are sold, whichever is earlier.
As of October 24, 2000, the Selling Shareholders beneficially owned
5,074,000 shares of common stock of Nordstrom, 2,537,000 of which are covered by
this Prospectus. Because each Selling Shareholder may sell all or part of their
Shares pursuant to this Prospectus, and this offering is not being underwritten
on a firm commitment basis, no estimate can be given as to the number and
percentage of shares of Nordstrom common stock that will be held by the Selling
Shareholders upon termination of this offering. No Selling Shareholder has had
any position or office with Nordstrom within the past three years.
Since 1989, Faconnable S.A. and Nordstrom have been parties to a license
agreement under which Nordstrom was granted an exclusive license in the United
States to use the Faconnable trademarks and designs for the marketing,
distribution and retail sale of men's clothing and accessories. The license was
expanded in 1995 to include women's clothing and accessories. The license was
further expanded in 1999 to include footwear and to expand the distribution
channels to include catalog and Internet sales.
Since May 6, 1993, Nordstrom and Faconnable S.A. have jointly owned and
operated Stromnable, Inc., a Delaware corporation, whose purpose was to
establish, merchandise and operate boutiques selling clothing and accessories.
Also, since May 7, 1993, Faconnable S.A. and Stromnable, Inc. have been parties
to a Management Services Agreement, pursuant to which Faconnable S.A. provides
certain management services to Stromnable, Inc. at cost upon request.
The following table sets forth the name of each Selling Shareholder, the
number of Shares of Nordstrom common stock beneficially owned by each Selling
Shareholder, and the number of Shares to be offered by each Selling Shareholder:
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES REGISTERED
SELLER BENEFICIALLY OWNED FOR SALE HEREBY
------ ------------------ ---------------------------
<S> <C> <C>
Jean-Pierre Benaym.................................. 1,721,268 860,634
Stephane Benaym..................................... 282,164 141,082
Edouard-David Benaym................................ 281,230 140,615
Jean-Pierre Benaym as custodian for Ilan Benaym,
until the age of majority under French law........ 246,593 123,296
Albert Goldberg..................................... 1,999,571 999,786
Olivier Goldberg.................................... 181,633 90,816
Arthur Goldberg..................................... 180,999 90,500
Albert Goldberg as custodian for Jean Albert Nils
Goldberg, until the age of majority under French
law............................................... 180,542 90,271
--------- ---------
Total............................................. 5,074,000 2,537,000
========= =========
</TABLE>
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders or by
donees, pledgees or transferees, directly or through underwriters, dealers or
agents, who may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Shareholders or the purchasers of
4
<PAGE> 7
Shares for whom they may act as agent. The Shares or any part of the Shares may
be sold in amounts and on terms to be determined at the time of sale, including,
without limitation, block trades, in the over-the-counter market, through an
exchange or otherwise, in negotiated transactions, through put or call option
transactions, short sales of Shares or a combination of methods of sale, at
negotiated prices or at or relating to quoted market prices then prevailing.
Each Selling Shareholder, together with any agent of the Selling Shareholder,
reserves the sole right to accept or reject in whole or in part any proposed
purchase of the Shares. The Selling Shareholders will pay any sales commissions
or other seller's compensation applicable to such transactions. All proceeds of
any sale transactions will go to the Selling Shareholders.
To the extent required, the amount of the Shares to be sold, purchase
prices, public offering prices, the names of any agents, dealers or
underwriters, and any applicable commissions or discounts with respect to a
particular offer will be set forth by Nordstrom in a Prospectus Supplement
accompanying this Prospectus or, if appropriate, a post-effective amendment to
the Registration Statement. The Selling Shareholders and agents who execute
orders on their behalf may be deemed to be underwriters as that term is defined
in Section 2(11) of the Securities Act and a portion of any proceeds of sales
and discounts, commissions or other seller's compensation may be deemed to be
underwriting compensation for purposes of the Securities Act. Offers or sales of
the Shares have not been registered or qualified under the laws of any country
other than the United States.
Under applicable rules and regulations under the Exchange Act any person
engaged in a distribution of the Shares may not simultaneously engage in
market-making activities with respect to such Shares for a period of two to nine
business days prior to the commencement of such distribution. In addition to and
without limiting the foregoing, each Selling Shareholder and any other person
participating in a distribution will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including without
limitation, Regulation M, which provisions may limit the timing of purchases and
sales of any of the Shares by the Selling Shareholders or any such other person.
All of the foregoing may affect the marketability of the Shares and the brokers'
and dealers' ability to engage in market-making activities with respect to the
Shares.
Pursuant to the Agreement, the Selling Shareholders have agreed to pay, or
reimburse Nordstrom for, all costs and expenses incurred in connection with
registration of the Shares, including, without limitation, printing expenses,
reasonable attorneys', accountants' and other professional fees, fees to
underwriters and investment bankers, underwriting discounts and selling
expenses, and all registration, qualification and filing fees. Pursuant to the
Agreement, Nordstrom has agreed to indemnify the Selling Shareholders against
liabilities to which the Selling Shareholders may become subject under the
Securities Act.
LEGAL MATTERS
The validity of the Shares offered by this Prospectus will be passed upon
by Lane Powell Spears Lubersky LLP, Seattle, Washington. D. Wayne Gittinger, a
partner in that firm, is also a director of Nordstrom. As of the date of this
Prospectus, members of the firm beneficially owned, directly or indirectly, a
total of approximately 10,500,000 shares of Nordstrom's common stock.
EXPERTS
The consolidated financial statements and the related consolidated
financial statement schedule incorporated in this prospectus by reference from
Nordstrom, Inc.'s Annual Report on Form 10-K for the year ended January 31,
2000, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report on the consolidated financial statements (which report
expresses an unqualified opinion and includes an explanatory paragraph referring
to a restatement of such consolidated financial statements to reflect an accrual
for sales returns), and in their report on the consolidated financial statement
schedule, which are incorporated herein by reference and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
5
<PAGE> 8
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No person has been authorized to give any information or make any
representations other than those contained in this Prospectus in connection with
the offering herein contained and, if given or made, such information or
representations must not be relied upon as having been authorized by Nordstrom
or the Selling Shareholders. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make an offer or
solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that there has
not been any change in the facts set forth in this Prospectus or in the affairs
of Nordstrom since the date hereof.
-------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 1
Incorporation of Certain Documents by
Reference........................... 1
Nordstrom, Inc........................ 2
Recent Developments................... 2
Risk Factors.......................... 3
Use of Proceeds....................... 3
Selling Shareholders.................. 4
Plan of Distribution.................. 4
Legal Matters......................... 5
Experts............................... 5
</TABLE>
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
2,537,000 Shares
NORDSTROM, INC.
Common Stock
-------------------------
PROSPECTUS
-------------------------
November 15, 2000
------------------------------------------------------
------------------------------------------------------
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below is an itemized statement of the amounts of all expenses in
connection with the sale and distribution of the Shares. Except for the
registration fee, all such amounts are estimates.
<TABLE>
<CAPTION>
AMOUNT
-------
<S> <C>
SEC Registration fee........................................ $11,889
Legal fees and expenses..................................... 20,000
Accountants fees and expenses............................... 9,000
Miscellaneous expenses...................................... 5,000
-------
Total..................................................... $45,889
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act. Article XI of the Registrant's
Amended and Restated Bylaws provides for indemnification of the Registrant's
directors, officers, employees and agents to the fullest extent permitted by
Washington law.
Section 23B.08.320 of the Washington Business Corporation Act authorizes a
corporation to limit a director's liability to the corporation or its
shareholders for monetary damages for acts or omissions as a director, except in
certain circumstances involving intentional misconduct, self-dealing or illegal
corporate loans or distributions, or any transactions from which the director
personally receives a benefit in money, property or services to which the
director is not legally entitled. Article IX of the Amended and Restated
Articles of Incorporation of the Registrant eliminates any personal liability of
a director to the Registrant or its shareholders for monetary damages for
conduct as a director, except for any liability for any acts or omissions that
involve intentional misconduct by a director or a knowing violation of law by a
director, for conduct violating RCW 23B.08.310, for any transaction from which
the director will personally receive a benefit in money, property, or services
to which the director is not legally entitled, or for any act or omission
occurring prior to the date when Article IX of the Amended and Restated Articles
of Incorporation of the Registrant became effective. If the Washington Business
Corporation Act is subsequently amended to change in a manner affecting the
Registrant's power to eliminate or limit the liability of a director to the
Registrant, then, upon the effective date of the amendment and without further
act: (i) if the amendment permits further elimination or limitation of
liability, the liability of a director shall be additionally eliminated and
limited to such further extent, or (ii) if the amendment changes the power to
eliminate the liability of a director in any other respect, the liability of a
director shall be eliminated and limited with respect to acts or omissions
occurring after the effective date of the amendment to the fullest extent
permitted by the Washington Business Corporation Act as so amended. Article IX
of the Amended and Restated Articles of Incorporation of the Registrant also
contains a provision that no amendment or repeal of the Amended and Restated
Articles of Incorporation of the Registrant shall adversely affect any right or
any elimination or limitation of liability of a director existing immediately
prior to the amendment or repeal.
Officers and directors of the Registrant are covered by insurance (with
certain exceptions and certain limitations) that indemnifies them against losses
and liabilities arising from certain alleged "wrongful acts," including alleged
errors or misstatements, or certain other alleged wrongful acts or omissions
constituting neglect or breach of duty.
II-1
<PAGE> 10
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
2.1 Share Purchase and Contribution Agreement dated as of
September 27, 2000 by and among Nordstrom, Inc., Nordstrom
European Capital Group, and the Selling Shareholders of
Faconnable S.A.*
2.2 Amendment to the Share Purchase and Contribution Agreement
dated as of October 20, 2000 by and among Nordstrom, Inc.,
Nordstrom European Capital Group, and the Selling
Shareholders of Faconnable S.A.*
5.1 Opinion of Lane Powell Spears Lubersky LLP
23.1 Consent of Lane Powell Spears Lubersky LLP (contained in the
opinion filed as Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (contained on signature page)
</TABLE>
-------------------------
* Nordstrom hereby undertakes to furnish supplementally a copy of omitted
exhibits and schedules to the Commission upon request.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities
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<PAGE> 11
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington, on November 14, 2000.
NORDSTROM, INC.
By /s/ BLAKE W. NORDSTROM
------------------------------------
Blake W. Nordstrom
President
POWER OF ATTORNEY
We, the undersigned directors and officers of Nordstrom, Inc. and each of
us, do hereby constitute and appoint Blake W. Nordstrom, our true and lawful
attorneys and agents, with power of substitution, to do any and all acts and
things in our name and behalf in our capacities as directors and officers and to
execute any and all instruments for us and in our names in the capacities
indicated above, which said attorney and agent may deem necessary or advisable
to enable said corporation to comply with the Securities Act of 1933, and any
rules, regulations, and requirements of the Securities and Exchange Commission,
in connection with this Registration Statement, including specifically, but
without limitation, power and authority to sign for us or any of us in our names
in the capacities indicated below, and any and all amendments (including
post-effective amendments) hereto, and all documents relating hereto or thereto,
including one or more registration statements that may be filed to register
additional securities for an offering pursuant to Rule 462(b) under the
Securities Act of 1933 and to file the same, with all exhibits thereto; and we
do hereby ratify and confirm all that the said attorney and agent, or his
substitute or substitutes shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the 14th day of November, 2000.
<TABLE>
<S> <C>
/s/ BRUCE A. NORDSTROM Chairman of the Board of Directors (Principal
----------------------------------------------------- Executive Officer)
Bruce A. Nordstrom
/s/ MICHAEL G. KOPPEL Vice President, Corporate Controller, and
----------------------------------------------------- Acting Chief Financial Officer (Principal
Michael G. Koppel Financial and Accounting Officer)
/s/ D. WAYNE GITTINGER Director
-----------------------------------------------------
D. Wayne Gittinger
/s/ ENRIQUE HERNANDEZ, JR. Director
-----------------------------------------------------
Enrique Hernandez, Jr.
/s/ ANN D. MCLAUGHLIN Director
-----------------------------------------------------
Ann D. McLaughlin
/s/ JOHN A. MCMILLAN Director
-----------------------------------------------------
John A. McMillan
</TABLE>
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<PAGE> 13
<TABLE>
<S> <C>
/s/ JOHN N. NORDSTROM Director
-----------------------------------------------------
John N. Nordstrom
/s/ ALFRED E. OSBORNE, JR. Director
-----------------------------------------------------
Alfred E. Osborne, Jr.
/s/ WILLIAM D. RUCKELSHAUS Director
-----------------------------------------------------
William D. Ruckelshaus
/s/ BRUCE G. WILLISON Director
-----------------------------------------------------
Bruce G. Willison
</TABLE>
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