kl04007.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RFy+Zw01eZvrj3Mm2LFDOePC1YT/KAPe0qf0xCBR/1XixS7D2klJB81EB9UFJd+X uYgnusBV1p+VGIOiKMUT0Q== 0000922423-08-000354.txt : 20080403 0000922423-08-000354.hdr.sgml : 20080403 20080402203935 ACCESSION NUMBER: 0000922423-08-000354 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080403 DATE AS OF CHANGE: 20080402 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DILLARDS INC CENTRAL INDEX KEY: 0000028917 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 710388071 STATE OF INCORPORATION: DE FISCAL YEAR END: 0203 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-02823 FILM NUMBER: 08735581 BUSINESS ADDRESS: STREET 1: 1600 CANTRELL RD CITY: LITTLE ROCK STATE: AR ZIP: 72201 BUSINESS PHONE: 5013765200 FORMER COMPANY: FORMER CONFORMED NAME: DILLARD DEPARTMENT STORES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARINGTON COMPANIES EQUITY PARTNERS L P CENTRAL INDEX KEY: 0001107149 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 888 7TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129745700 SC 13D/A 1 kl04007.htm SCHEDULE 13D AMENDMENT NO. 4 kl04007.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

(Amendment No. 4)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-

1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Dillard's, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

254067101

(CUSIP Number)

Peter G. Smith, Esq.

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

(212) 715-9100

Marc Weingarten, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

(212) 756-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 1, 2008

(Date of Event which Requires Filing

of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: o.

(Continued on following pages)

(Page 1 of 53 Pages)

Page 2 of 53 Pages

1) NAME OF REPORTING PERSON

Barington Companies Equity Partners, L.P.

________________________________________________________________________________________

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x

(b) o

________________________________________________________________________________________

3) SEC USE ONLY

________________________________________________________________________________________

4) SOURCE OF FUNDS WC

________________________________________________________________________________________

5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) OR 2(e) o

________________________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

________________________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF 597,230

SHARES _________________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY none

EACH _________________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON 597,230

WITH _________________________________________________________________

10) SHARED DISPOSITIVE POWER

none

________________________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

597,230

________________________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

_____________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.84%

_____________________________________________________________________

14) TYPE OF REPORTING PERSON

_____________________________________________________________________

SCHEDULE 13D

CUSIP No. 254067101 Page 3 of 53 Pages

1) NAME OF REPORTING PERSON

Barington Companies Investors, LLC

_________________________________________________________________________________________

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x

(b) o

_________________________________________________________________________________________

3) SEC USE ONLY

_________________________________________________________________________________________

4) SOURCE OF FUNDS OO

_________________________________________________________________________________________

5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) OR 2(e) o

_________________________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

_________________________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF 597,230

SHARES __________________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY none

EACH __________________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON 597,230

WITH __________________________________________________________________

10) SHARED DISPOSITIVE POWER

none

_________________________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

597,230

_________________________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

_____________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.84%

________________________________________________________________________________________

14) TYPE OF REPORTING PERSON

________________________________________________________________________________________

SCHEDULE 13D

CUSIP No. 254067101 Page 4 of 53 Pages

1) NAME OF REPORTING PERSON

Barington Investments, L.P.

________________________________________________________________________________________

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x

(b) o

________________________________________________________________________________________

3) SEC USE ONLY

________________________________________________________________________________________

4) SOURCE OF FUNDS WC

________________________________________________________________________________________

5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) OR 2(e) o

________________________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

________________________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF 395,507

SHARES _________________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY none

EACH _________________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON 395,507

WITH _________________________________________________________________

10) SHARED DISPOSITIVE POWER

none

________________________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

395,507

________________________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

_____________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.56%

_________________________________________________________________________________________

14) TYPE OF REPORTING PERSON

_________________________________________________________________________________________

SCHEDULE 13D

CUSIP No. 254067101 Page 5 of 53 Pages

1) NAME OF REPORTING PERSON

Barington Companies Advisors, LLC

_______________________________________________________________________________________

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x

(b) o

_______________________________________________________________________________________

3) SEC USE ONLY

_______________________________________________________________________________________

4) SOURCE OF FUNDS OO

_______________________________________________________________________________________

5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) OR 2(e) o

_______________________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

_______________________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF 395,507

SHARES ________________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY none

EACH ________________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON 395,507

WITH ________________________________________________________________

10) SHARED DISPOSITIVE POWER

none

_______________________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

395,507

_______________________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

____________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.56%

_______________________________________________________________________________________

14) TYPE OF REPORTING PERSON

_______________________________________________________________________________________

SCHEDULE 13D

CUSIP No. 254067101 Page 6 of 53 Pages

1) NAME OF REPORTING PERSON

Barington Companies Offshore Fund, Ltd.

________________________________________________________________________________________

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x

(b) o

________________________________________________________________________________________

3) SEC USE ONLY

________________________________________________________________________________________

4) SOURCE OF FUNDS WC

________________________________________________________________________________________

5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) OR 2(e) o

________________________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

________________________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF 1,042,132

SHARES __________________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY none

EACH _________________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON 1,042,132

WITH _________________________________________________________________

10) SHARED DISPOSITIVE POWER

none

________________________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,042,132

________________________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

____________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.46%

_______________________________________________________________________________________

14) TYPE OF REPORTING PERSON

_______________________________________________________________________________________

SCHEDULE 13D

CUSIP No. 254067101 Page 7 of 53 Pages

1) NAME OF REPORTING PERSON

Barington Offshore Advisors II, LLC

_______________________________________________________________________________________

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x

(b) o

_______________________________________________________________________________________

3) SEC USE ONLY

_______________________________________________________________________________________

4) SOURCE OF FUNDS OO

_______________________________________________________________________________________

5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) OR 2(e) o

_______________________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

_______________________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF 1,042,132

SHARES ________________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY none

EACH ________________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON 1,042,132

WITH ________________________________________________________________

10) SHARED DISPOSITIVE POWER

none

_______________________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,042,132

_______________________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

____________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.46%

________________________________________________________________________________________

14) TYPE OF REPORTING PERSON

IA, OO

________________________________________________________________________________________

SCHEDULE 13D

CUSIP No. 254067101 Page 8 of 53 Pages

1) NAME OF REPORTING PERSON

Barington Capital Group, L.P.

______________________________________________________________________________________

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x

(b) o

______________________________________________________________________________________

3) SEC USE ONLY

______________________________________________________________________________________

4) SOURCE OF FUNDS OO

______________________________________________________________________________________

5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) OR 2(e) o

______________________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

New York

______________________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF 2,034,869

SHARES _______________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY none

EACH _______________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON 2,034,869

WITH _______________________________________________________________

10) SHARED DISPOSITIVE POWER

none

______________________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,034,869

______________________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

___________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.86%

______________________________________________________________________________________

14) TYPE OF REPORTING PERSON

________________________________________________________________________________________

SCHEDULE 13D

CUSIP No. 254067101 Page 9 of 53 Pages

1) NAME OF REPORTING PERSON

LNA Capital Corp.

________________________________________________________________________________________

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x

(b) o

________________________________________________________________________________________

3) SEC USE ONLY

________________________________________________________________________________________

4) SOURCE OF FUNDS OO

________________________________________________________________________________________

5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) OR 2(e) o

________________________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

________________________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF 2,034,869

SHARES _________________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY none

EACH _________________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON 2,034,869

WITH _________________________________________________________________

10) SHARED DISPOSITIVE POWER

none

_________________________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,034,869

_________________________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

_____________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.86%

_________________________________________________________________________________________

14) TYPE OF REPORTING PERSON

________________________________________________________________________________________

SCHEDULE 13D

CUSIP No. 254067101 Page 10 of 53 Pages

1) NAME OF REPORTING PERSON

James A. Mitarotonda

_______________________________________________________________________________________

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x

(b) o

_______________________________________________________________________________________

3) SEC USE ONLY

_______________________________________________________________________________________

4) SOURCE OF FUNDS OO

_______________________________________________________________________________________

5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) OR 2(e) o

_______________________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

United States

_______________________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF 2,034,869

SHARES ________________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY none

EACH ________________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON 2,034,869

WITH ________________________________________________________________

10) SHARED DISPOSITIVE POWER

none

_______________________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,034,869

_______________________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

____________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.86%

________________________________________________________________________________________

14) TYPE OF REPORTING PERSON

________________________________________________________________________________________

SCHEDULE 13D

CUSIP No. 254067101 Page 11 of 53 Pages

1) NAME OF REPORTING PERSON

RJG Capital Partners, L.P.

______________________________________________________________________________________

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x

(b) o

______________________________________________________________________________________

3) SEC USE ONLY

______________________________________________________________________________________

4) SOURCE OF FUNDS WC

______________________________________________________________________________________

5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) OR 2(e) o

______________________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

______________________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF 11,500

SHARES _______________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY none

EACH _______________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON 11,500

WITH _______________________________________________________________

10) SHARED DISPOSITIVE POWER

none

______________________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,500

______________________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

______________________________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.02%

______________________________________________________________________________________

14) TYPE OF REPORTING PERSON

______________________________________________________________________________________

SCHEDULE 13D

CUSIP No. 254067101 Page 12 of 53 Pages

1) NAME OF REPORTING PERSON

RJG Capital Management, LLC

__________________________________________________________________________________________

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x

(b) o

__________________________________________________________________________________________

3) SEC USE ONLY

__________________________________________________________________________________________

4) SOURCE OF FUNDS OO

__________________________________________________________________________________________

5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) OR 2(e) o

__________________________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

__________________________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF 11,500

SHARES ___________________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY none

EACH ___________________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON 11,500

WITH ___________________________________________________________________

10) SHARED DISPOSITIVE POWER

none

___________________________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,500

___________________________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

_______________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.02%

___________________________________________________________________________________________

14) TYPE OF REPORTING PERSON

___________________________________________________________________________________________

SCHEDULE 13D

CUSIP No. 254067101 Page 13 of 53 Pages

1) NAME OF REPORTING PERSON

Ronald J. Gross

_________________________________________________________________________________________

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x

(b) o

_________________________________________________________________________________________

3) SEC USE ONLY

_________________________________________________________________________________________

4) SOURCE OF FUNDS OO

_________________________________________________________________________________________

5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) OR 2(e) o

_________________________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

United States

_________________________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF 11,500

SHARES _________________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY none

EACH _________________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON 11,500

WITH _________________________________________________________________

10) SHARED DISPOSITIVE POWER

none

________________________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,500

________________________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

____________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.02%

________________________________________________________________________________________

14) TYPE OF REPORTING PERSON

________________________________________________________________________________________

SCHEDULE 13D

CUSIP No. 254067101 Page 14 of 53 Pages

1) NAME OF REPORTING PERSON

Clinton Multistrategy Master Fund, Ltd.

______________________________________________________________________________________

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x

(b) o

______________________________________________________________________________________

3) SEC USE ONLY

______________________________________________________________________________________

4) SOURCE OF FUNDS WC

______________________________________________________________________________________

5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) OR 2(e) o

______________________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

______________________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF none

SHARES ________________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY 494,750

EACH _______________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON none

WITH _______________________________________________________________

10) SHARED DISPOSITIVE POWER

494,750

______________________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

494,750

______________________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

___________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.70%

______________________________________________________________________________________

14) TYPE OF REPORTING PERSON

______________________________________________________________________________________

SCHEDULE 13D

CUSIP No. 254067101 Page 15 of 53 Pages

1) NAME OF REPORTING PERSON

Clinton Special Opportunities Master Fund, Ltd.

_______________________________________________________________________________________________

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x

(b) o

_______________________________________________________________________________________________

3) SEC USE ONLY

_______________________________________________________________________________________________

4) SOURCE OF FUNDS WC

_______________________________________________________________________________________________

5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) OR 2(e) o

_______________________________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

_______________________________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF none

SHARES ________________________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY 20,000

EACH ________________________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON none

WITH ________________________________________________________________________

10) SHARED DISPOSITIVE POWER

20,000

_______________________________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

20,000

_______________________________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

__________________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.03%

_______________________________________________________________________________________________

14) TYPE OF REPORTING PERSON

________________________________________________________________________________________________

SCHEDULE 13D

CUSIP No. 254067101 Page 16 of 53 Pages

60;

1) NAME OF REPORTING PERSON

Clinton Magnolia Master Fund, Ltd.

_______________________________________________________________________________________________

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x

(b) o

_______________________________________________________________________________________________

3) SEC USE ONLY

_______________________________________________________________________________________________

4) SOURCE OF FUNDS WC

_______________________________________________________________________________________________

5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) OR 2(e) o

_______________________________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

_______________________________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF none

SHARES ________________________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY 1,247,400

EACH ________________________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON none

WITH ________________________________________________________________________

10) SHARED DISPOSITIVE POWER

1,247,400

_______________________________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,247,400

_______________________________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

__________________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.75%

_______________________________________________________________________________________________

14) TYPE OF REPORTING PERSON

_______________________________________________________________________________________________

SCHEDULE 13D

CUSIP No. 254067101 Page 17 of 53 Pages

1) NAME OF REPORTING PERSON

Clinton Group, Inc.

_________________________________________________________________________________________

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x

(b) o

_________________________________________________________________________________________

3) SEC USE ONLY

_________________________________________________________________________________________

4) SOURCE OF FUNDS AF

_________________________________________________________________________________________

5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) OR 2(e) o

_________________________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

_________________________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF none

SHARES __________________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY 1,762,150

EACH __________________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON none

WITH __________________________________________________________________

10) SHARED DISPOSITIVE POWER

1,762,150

_________________________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,762,150

_________________________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

_____________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.48%

_________________________________________________________________________________________

14) TYPE OF REPORTING PERSON

IA, CO

_________________________________________________________________________________________

SCHEDULE 13D

CUSIP No. 254067101 Page 18 of 53 Pages

1) NAME OF REPORTING PERSON

George E. Hall

__________________________________________________________________________________________

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x

(b) o

__________________________________________________________________________________________

3) SEC USE ONLY

__________________________________________________________________________________________

4) SOURCE OF FUNDS AF

__________________________________________________________________________________________

5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO

ITEMS 2(d) OR 2(e) o

__________________________________________________________________________________________

6) CITIZENSHIP OR PLACE OF ORGANIZATION

United States

__________________________________________________________________________________________

7) SOLE VOTING POWER

NUMBER OF none

SHARES ____________________________________________________________________

BENEFICIALLY 8) SHARED VOTING POWER

OWNED BY 1,762,150

EACH ___________________________________________________________________

REPORTING 9) SOLE DISPOSITIVE POWER

PERSON none

WITH ___________________________________________________________________

10) SHARED DISPOSITIVE POWER

1,762,150

__________________________________________________________________________________________

11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,762,150

__________________________________________________________________________________________

12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o

______________________________________________________________________

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.48%

__________________________________________________________________________________________

14) TYPE OF REPORTING PERSON

__________________________________________________________________________________________

Page 19 of 53 Pages

This Amendment No. 4 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on January 29, 2008, as amended by that certain Amendment No. 1 filed with the SEC on March 4, 2008, that certain Amendment No. 2 filed with the SEC on March 19, 2008 and that certain Amendment No. 3 filed with the SEC on March 25, 2008 (collectively, the “Statement”), by and on behalf of Barington Companies Equity Partners, L.P. (“Barington”) and others with respect to the Class A common stock, par value $0.01 per share (the “Common Stock”), of Dillard’s Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 1600 Cantrell Road, Little Rock, Arkansas 72201.

Item 2. Identity and Background.

Item 2 of the Statement is hereby amended and restated as follows:

(a) - (c) This Statement is being filed by Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC, Barington Investments, L.P., Barington Companies Advisors, LLC, Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors II, LLC, Barington Capital Group, L.P., LNA Capital Corp., James A. Mitarotonda, RJG Capital Partners, L.P., RJG Capital Management, LLC, Ronald J. Gross, Clinton Multistrategy Master Fund, Ltd., Clinton Special Opportunities Master Fund, Ltd., Clinton Magnolia Master Fund, Ltd., Clinton Group, Inc. and George E. Hall (each, a “Reporting Entity” and, collectively, the “Reporting Entities”).

As of April 1, 2008, the Reporting Entities are the beneficial owners of, in the aggregate, 3,808,519 shares of Common Stock, representing approximately 5.35% of the shares of Common Stock presently outstanding based upon the 71,155,347 shares of Common Stock reported by the Company to be issued and outstanding as of December 1, 2007 in its Form 10-Q filed with the SEC on December 5, 2007 (the “Issued and Outstanding Shares”).

Barington Companies Equity Partners, L.P. is a Delaware limited partnership. The principal business of Barington Companies Equity Partners, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Companies Equity Partners, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.

Barington Investments, L.P. is a Delaware limited partnership. The principal business of Barington Investments, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Investments, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.

Barington Companies Offshore Fund, Ltd. is an international business company organized under the laws of the British Virgin Islands. The principal business of Barington Companies Offshore Fund, Ltd. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Companies Offshore Fund, Ltd. is c/o Bison Financial Services Limited, Bison Court, Road Town, Tortola, British Virgin Islands. The executive officers and directors of Barington Companies Offshore Fund, Ltd. and their principal occupations and business addresses are set forth on Schedule I and incorporated by reference in this Item 2.

The general partner of Barington Companies Equity Partners, L.P. is Barington Companies Investors, LLC. Barington Companies Investors, LLC is a Delaware limited liability

Page 20 of 53 Pages

company. The principal business of Barington Companies Investors, LLC is serving as the general partner of Barington Companies Equity Partners, L.P. The address of the principal business and principal office of Barington Companies Investors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A. Mitarotonda is the Managing Member of Barington Companies Investors, LLC.

The general partner of Barington Investments, L.P. is Barington Companies Advisors, LLC. Barington Companies Advisors, LLC is a Delaware limited liability company. The principal business of Barington Companies Advisors, LLC is serving as the general partner of Barington Investments, L.P. The address of the principal business and principal office of Barington Companies Advisors, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A. Mitarotonda is the Managing Member of Barington Companies Advisors, LLC.

The investment advisor of Barington Companies Offshore Fund, Ltd. is Barington Offshore Advisors II, LLC. Barington Offshore Advisors II, LLC is a Delaware limited liability company. The principal business of Barington Offshore Advisors II, LLC is serving as the investment advisor of Barington Companies Offshore Fund, Ltd. The address of the principal business and principal office of Barington Offshore Advisors II, LLC is 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A. Mitarotonda is the Managing Member of Barington Offshore Advisors II, LLC.

Barington Companies Investors, LLC, Barington Companies Advisors, LLC and Barington Offshore Advisors II, LLC are each majority-owned subsidiaries of Barington Capital Group, L.P. Barington Capital Group, L.P. is a New York limited partnership. The principal business of Barington Capital Group, L.P. is acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of Barington Capital Group, L.P. is 888 Seventh Avenue, 17th Floor, New York, New York 10019.

The general partner of Barington Capital Group, L.P. is LNA Capital Corp. LNA Capital Corp. is a Delaware corporation. The principal business of LNA Capital Corp. is serving as the general partner of Barington Capital Group, L.P. The address of the principal business and principal office of LNA Capital Corp. is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019. James A. Mitarotonda is the sole stockholder and director of LNA Capital Corp. The executive officers of LNA Capital Corp. and their principal occupations and business addresses are set forth on Schedule II and incorporated by reference in this Item 2. The principal occupation of Mr. Mitarotonda is serving as the Chairman and Chief Executive Officer of Barington Capital Group, L.P. The business address of Mr. Mitarotonda is c/o Barington Capital Group, L.P., 888 Seventh Avenue, 17th Floor, New York, New York 10019.

RJG Capital Partners, L.P. is a Delaware limited partnership formed to engage in the business of acquiring, holding and disposing of investments in various companies. The address of the principal business and principal office of RJG Capital Partners, L.P. is 11517 West Hill Drive, North Bethesda, Maryland 20852.

The general partner of RJG Capital Partners, L.P. is RJG Capital Management, LLC. RJG Capital Management, LLC is a Delaware limited liability company formed to be the general partner of RJG Capital Partners, L.P. The address of the principal business and principal office of RJG Capital Management, LLC is 11517 West Hill Drive, North Bethesda, Maryland 20852. Ronald J. Gross is the Managing Member of RJG Capital Management, LLC. The business

Page 21 of 53 Pages

address of Mr. Gross is c/o RJG Capital Management, LLC, 11517 West Hill Drive, North Bethesda, Maryland 20852.

Clinton Multistrategy Master Fund, Ltd. is a Cayman Islands company. The principal business of Clinton Multistrategy Master Fund, Ltd. is to invest in securities. The address of the principal business and principal office of Clinton Multistrategy Master Fund, Ltd. is c/o Fortis Fund Services (Cayman) Limited, P.O. Box 2003 GT, Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, Cayman Islands. The directors of Clinton Multistrategy Master Fund, Ltd. and their principal occupations and business addresses are set forth on Schedule III and incorporated by reference in this Item 2. Clinton Multistrategy Master Fund, Ltd. has no executive officers.

Clinton Special Opportunities Master Fund, Ltd. is a Cayman Islands company. The principal business of Clinton Special Opportunities Master Fund, Ltd. is to invest in securities. The address of the principal business and principal office of Clinton Special Opportunities Master Fund, Ltd. is c/o Fortis Fund Services (Cayman) Limited, P.O. Box 2003 GT, Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, Cayman Islands. The directors of Clinton Special Opportunities Master Fund, Ltd. and their principal occupations and business addresses are set forth on Schedule IV and incorporated by reference in this Item 2. Clinton Special Opportunities Master Fund, Ltd. has no executive officers.

Clinton Magnolia Master Fund, Ltd. is a Cayman Islands exempted company. The principal business of Clinton Magnolia Master Fund, Ltd. is to invest in securities. The address of the principal business and principal office of Clinton Magnolia Master Fund, Ltd. is c/o Fortis Fund Services (Cayman) Limited, P.O. Box 2003GT, Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, Cayman Islands. The directors of Clinton Magnolia Master Fund, Ltd and their principal occupations and business addresses are set forth on Schedule V and incorporated by reference in this Item 2. Clinton Magnolia Master Fund, Ltd. has no executive officers.

The investment manager of Clinton Multistrategy Master Fund, Ltd., Clinton Special Opportunities Master Fund, Ltd. and Clinton Magnolia Master Fund, Ltd. is Clinton Group, Inc. Clinton Group, Inc. is a Delaware corporation. The principal business of Clinton Group, Inc. is investing for funds and accounts under its management. The address of the principal business and principal office of Clinton Group, Inc. is 9 West 57th Street, 26th Floor, New York, New York 10019. Mr. Hall is the Chief Investment Officer and President of Clinton Group, Inc. The business address of Mr. Hall is set forth above. The executive officers and directors of Clinton Group, Inc. and their principal occupations and business addresses are set forth on Schedule VI and incorporated by reference in this Item 2.

The Reporting Entities do not believe that certain of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only. Information with respect to each of the Reporting Entities is given solely by such Reporting Entity and no Reporting Entity shall have responsibility for the accuracy or completeness of information supplied by another Reporting Entity.

(d) - (e) During the last five years, none of the Reporting Entities or any other person identified in response to this Item 2 was convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating

Page 22 of 53 Pages

activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each natural person identified in Item 2 is a citizen of the United States, other than Graham Cook, a director of Barington Companies Offshore Fund, Ltd., who is a citizen of the United Kingdom, Jonathan Clipper, a director of Barington Companies Offshore Fund, Ltd., who is a citizen of Bermuda and the United Kingdom, Jane Fleming, a director of Clinton Multistrategy Master Fund, Ltd., who is a citizen of the United Kingdom, Dennis Hunter, a director of Clinton Multistrategy Master Fund, Ltd. and Clinton Special Opportunities Master Fund, Ltd., who is a citizen of the United Kingdom, Roger Hanson, a director of Clinton Multistrategy Master Fund, Ltd. and Clinton Special Opportunities Master Fund, Ltd., who is a citizen of the United Kingdom, Blair Gauld, a director of Clinton Multistrategy Master Fund, Ltd., who is a citizen of New Zealand and Cassandra Powell, a director of Clinton Special Opportunities Master Fund, Ltd., who is a citizen of the Cayman Islands.

Item 4. Purpose of Transaction.

Item 4 of the Statement is hereby amended and supplemented as follows:

On April 1, 2008, the Company entered into an agreement (the “Agreement”) with the Reporting Entities that will avoid a proxy contest for the election of directors at the Company’s 2008 annual meeting of stockholders. The following is a brief description of the terms of the Agreement with the Reporting Entities, which description is qualified in its entirety by reference to the full text of the Agreement which is attached as Exhibit 99.8 hereto and incorporated by reference herein.

Pursuant to the Agreement, the Company has agreed to include Nick White, Frank Mori, Jimmy Haslam and Brad Martin (the “Class A Nominees”) on the Board’s slate of nominees for the 2008 annual meeting for election as directors to represent the holders of the Common Stock, for a term ending at the Company’s 2009 annual meeting. The Company has agreed to use all reasonable best efforts to ensure that each of the Class A Nominees are elected by the holders of the Common Stock at the 2008 annual meeting, including recommending that the Company’s stockholders vote in favor of the Class A Nominees. The Company has also agreed to appoint at least one Class A Nominee, upon election to the Board, to the Board’s Audit Committee and Stock Option and Executive Compensation Committee, to the extent that the nominee is qualified to serve on such a committee.

The Reporting Entities have agreed to vote in favor of the Class A Nominees and to vote against any stockholder nominations for director which are not approved and recommended by the Board for election at the 2008 annual meeting, provided that the slate includes the Class A Nominees. The Reporting Entities have also agreed to (a) withdraw notice of the intention of Barington to nominate persons for election as directors at the 2008 annual meeting, (b) withdraw a letter demanding copies of certain books and records of the Company under Section 220 of the Delaware General Corporation Law and the common law of the State of Delaware and (c) terminate the pending proxy contest with respect to the election of directors at the 2008 annual meeting.

The Company and the Board have agreed to examine in good faith and take commercially reasonable steps to achieve an optimal capital structure for the Company, which may include repurchase of shares of Common Stock. In addition, the Company has stated in its press release announcing the Agreement that (a) the Company’s Class B

Page 23 of 53 Pages

board members are committed to working with the new Class A board members to ensure that the best operating plan and management team possible are in place, (b) that Dillard's is committed to reviewing whether the company’s real estate assets and capital are being optimally deployed to prudently build the most value per share for long-term owners and (c) that the Company plans to close underperforming stores in order to rationalize real estate as soon as possible, will cut unnecessary costs and subject all future commitments for new stores to strict return on capital requirements that will be set by the Board and management. A copy of the press release is attached Exhibit 99.9 hereto and incorporated by reference herein.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended and restated as follows:

(a) – (b) As of April 1, 2008, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 597,230 shares of Common Stock, which includes 29,400 shares of Common Stock subject to call options, representing approximately 0.84% of the Issued and Outstanding Shares. As of April 1, 2008, Barington Investments, L.P. beneficially owns 395,507 shares of Common Stock, which includes 19,400 shares of Common Stock subject to call options, representing approximately 0.56% of the Issued and Outstanding Shares. As of April 1, 2008, Barington Companies Offshore Fund, Ltd. beneficially owns 1,042,132 shares of Common Stock, which includes 51,200 shares of Common Stock subject to call options, representing approximately 1.46% of the Issued and Outstanding Shares. As the general partner of Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC may be deemed to beneficially own the 597,230 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., which includes 29,400 shares of Common Stock subject to call options, representing approximately 0.84% of the Issued and Outstanding Shares. As the general partner of Barington Investments, L.P., Barington Companies Advisors, LLC may be deemed to beneficially own the 395,507 shares of Common Stock beneficially owned by Barington Investments, L.P., which includes 19,400 shares of Common Stock subject to call options, representing approximately 0.56% of the Issued and Outstanding Shares. As the investment advisor to Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors II, LLC may be deemed to beneficially own the 1,042,132 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., which includes 51,200 shares of Common Stock subject to call options, representing approximately 1.46% of the Issued and Outstanding Shares. As the majority member of Barington Companies Investors, LLC, Barington Companies Advisors, LLC and Barington Offshore Advisors II, LLC, Barington Capital Group, L.P. may be deemed to beneficially own the 597,230 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 395,507 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 1,042,132 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an aggregate of 2,034,869 shares of Common Stock, including an aggregate of 100,000 shares of Common Stock subject to call options, representing approximately 2.86% of the Issued and Outstanding Shares. As the general partner of Barington Capital Group, L.P., LNA Capital Corp. may be deemed to beneficially own the 597,230 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 395,507 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 1,042,132 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an aggregate of 2,034,869 shares of Common Stock, including an aggregate of 100,000 shares of Common Stock subject to call options, representing approximately 2.86% of the Issued and Outstanding Shares. As the sole

Page 24 of 53 Pages

stockholder and director of LNA Capital Corp., James A. Mitarotonda may be deemed to beneficially own the 597,230 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 395,507 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 1,042,132 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an aggregate of 2,034,869 shares of Common Stock, including an aggregate of 100,000 shares of Common Stock subject to call options, representing approximately 2.86% of the Issued and Outstanding Shares. Mr. Mitarotonda has sole voting and dispositive power with respect to the 597,230 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., which includes 29,400 shares of Common Stock subject to call options, the 395,507 shares of Common Stock beneficially owned by Barington Investments, L.P., which includes 19,400 shares of Common Stock subject to call options, and the 1,042,132 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., which includes 51,200 shares of Common Stock subject to call options. Mr. Mitarotonda disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.

As of April 1, 2008, RJG Capital Partners, L.P. beneficially owns 11,500 shares of Common Stock, representing approximately 0.02% of the Issued and Outstanding Shares. As the general partner of RJG Capital Partners, L.P., RJG Capital Management, LLC may be deemed to beneficially own the 11,500 shares owned by RJG Capital Partners, L.P., representing approximately 0.02% of the Issued and Outstanding Shares. As the managing member of RJG Capital Management, LLC, which in turn is the general partner of RJG Capital Partners, L.P., Mr. Gross may be deemed to beneficially own the 11,500 shares owned by RJG Capital Partners, L.P., representing approximately 0.02% of the Issued and Outstanding Shares. Mr. Gross has sole voting and dispositive power with respect to the 11,500 shares owned by RJG Capital Partners, L.P. by virtue of his authority to vote and dispose of such shares. Mr. Gross disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.

As of April 1, 2008, Clinton Multistrategy Master Fund, Ltd. beneficially owns 494,750 shares of Common Stock, representing approximately 0.70% of the Issued and Outstanding Shares. As of April 1, 2008, Clinton Special Opportunities Master Fund, Ltd. beneficially owns 20,000 shares of Common Stock subject to call options, representing approximately 0.03% of the Issued and Outstanding Shares. As of April 1, 2008, Clinton Magnolia Master Fund, Ltd. beneficially owns 1,247,400 shares of Common Stock, representing approximately 1.75% of the Issued and Outstanding Shares. By virtue of investment management agreements with each of Clinton Multistrategy Master Fund, Ltd., Clinton Special Opportunities Master Fund, Ltd. and Clinton Magnolia Master Fund, Ltd., Clinton Group, Inc. may be deemed to beneficially own the 494,750 shares of Common Stock beneficially owned by Clinton Multistrategy Master Fund, Ltd., the 20,000 shares of Common Stock subject to call options beneficially owned by Clinton Special Opportunities Master Fund, Ltd. and the 1,247,400 shares of Common Stock beneficially owned by Clinton Magnolia Master Fund, Ltd., constituting an aggregate of 1,762,150 shares of Common Stock, including an aggregate of 20,000 shares of Common Stock subject to call options, representing approximately

Page 25 of 53 Pages

2.48% of the Issued and Outstanding Shares. By virtue of his direct and indirect control of Clinton Group, Inc., Mr. Hall may be deemed to beneficially own the 494,750 shares of Common Stock beneficially owned by Clinton Multistrategy Master Fund, Ltd., the 20,000 shares of Common Stock subject to call options beneficially owned by Clinton Special Opportunities Master Fund, Ltd., and the 1,247,400 shares of Common Stock beneficially owned by Clinton Magnolia Master Fund, Ltd., constituting an aggregate of 1,762,150 shares of Common Stock, including an aggregate of 20,000 shares of Common Stock subject to call options, representing approximately 2.48% of the Issued and Outstanding Shares. By virtue of investment management agreements with each of Clinton Multistrategy Master Fund, Ltd., Clinton Special Opportunities Master Fund, Ltd. and Clinton Magnolia Master Fund, Ltd., Clinton Group, Inc. has the power to vote or direct the voting, and to dispose or direct the disposition, of the 494,750 shares of Common Stock beneficially owned by Clinton Multistrategy Master Fund, Ltd., the 20,000 shares of Common Stock subject to call options beneficially owned by Clinton Special Opportunities Master Fund, Ltd. and the 1,247,400 shares of Common Stock beneficially owned by Clinton Magnolia Master Fund, Ltd. By virtue of his direct and indirect control of Clinton Group, Inc., Mr. Hall is deemed to have shared voting power and shared dispositive power with respect to all shares of Common Stock as to which Clinton Group, Inc. has voting power or dispositive power. Accordingly, Clinton Group, Inc. and Mr. Hall are deemed to have shared voting and shared dispositive power with respect to the 494,750 shares of Common Stock beneficially owned by Clinton Multistrategy Master Fund, Ltd., the 20,000 shares of Common Stock subject to call options beneficially owned by Clinton Special Opportunities Master Fund, Ltd. and the 1,247,400 shares of Common Stock beneficially owned by Clinton Magnolia Master Fund, Ltd. Mr. Hall disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.

Except to the extent expressly stated herein, each Reporting Entity disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other Reporting Entity.

(c) Information concerning all transactions in shares of Common Stock effected by the Reporting Entities since the filing of the Statement, including, without limitation, with respect to shares of Common Stock subject to listed American-style call and put options, is set forth in the Schedule VII attached hereto and incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The Reporting Entities entered into an Agreement with the Company dated as of April 1, 2008, as further described in Item 4, a copy of which is attached as Exhibit 99.8 hereto and incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

99.8	Agreement among Dillard's, Inc., Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC, Barington Investments, L.P., Barington Companies Advisors, LLC, Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors II, LLC, Barington Capital Group, L.P., LNA Capital Corp., RJG Capital Partners, L.P., RJG Capital Management, LLC, Clinton Multistrategy Master Fund, Ltd., Clinton Special Opportunities Master Fund, Ltd., Clinton Magnolia Master Fund, Ltd., Clinton Lexington Master Fund, L.P. and Clinton Group, Inc. dated April 1, 2008.

99.9	Press release of the Company dated April 1, 2008.

Page 26 of 53 Pages

99.10

Agreement of Joint Filing among Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC, Barington Investments, L.P., Barington Companies Advisors, LLC, Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors II, LLC, Barington Capital Group, L.P., LNA Capital Corp., James A. Mitarotonda, RJG Capital Partners, L.P., RJG Capital Management, LLC, Ronald J. Gross, Clinton Multistrategy Master Fund, Ltd., Clinton Special Opportunities Master Fund, Ltd., Clinton Magnolia Master Fund, Ltd., Clinton Group, Inc. and George E. Hall dated April 2, 2008 (which supersedes and replaces the Agreement of Joint Filing dated January 29, 2008, as previously filed as Exhibit 99.3 to the Schedule 13D filed with the SEC on January 29, 2008).

Page 27 of 53 Pages

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated: April 2, 2008

BARINGTON COMPANIES EQUITY PARTNERS, L.P.

By: Barington Companies Investors, LLC, its general partner

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

BARINGTON COMPANIES INVESTORS, LLC

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

BARINGTON INVESTMENTS, L.P.

By: Barington Companies Advisors, LLC, its general partner

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

BARINGTON COMPANIES ADVISORS, LLC

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

Page 28 of 53 Pages

BARINGTON COMPANIES OFFSHORE FUND, LTD.

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Authorized Signatory

BARINGTON OFFSHORE ADVISORS II, LLC

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

BARINGTON CAPITAL GROUP, L.P.

By: LNA Capital Corp., its general partner

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: President and CEO

LNA CAPITAL CORP.

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: President and CEO

/s/ James A. Mitarotonda

James A. Mitarotonda

RJG CAPITAL PARTNERS, L.P.

By: RJG Capital Management, LLC, its general partner

By: /s/ Ronald J. Gross

Name: Ronald J. Gross

Title: Managing Member

Page 29 of 53 Pages

RJG CAPITAL MANAGEMENT, LLC

By: /s/ Ronald J. Gross

Name: Ronald J. Gross

Title: Managing Member

/s/ Ronald J. Gross

Ronald J. Gross

CLINTON MULTISTRATEGY MASTER FUND, LTD.

By: Clinton Group, Inc., its investment manager

By: /s/ Francis Ruchalski

Name: Francis Ruchalski

Title: Chief Financial Officer

CLINTON SPECIAL OPPORTUNITIES MASTER FUND, LTD.

By: Clinton Group, Inc., its investment manager

By: /s/ Francis Ruchalski

Name: Francis Ruchalski

Title: Chief Financial Officer

CLINTON MAGNOLIA MASTER FUND, LTD.

By: Clinton Group, Inc., its investment manager

By: /s/ Francis Ruchalski

Name: Francis Ruchalski

Title: Chief Financial Officer

CLINTON GROUP, INC.

By: /s/ Francis Ruchalski

Name: Francis Ruchalski

Title: Chief Financial Officer

/s/ George E. Hall

George E. Hall

Page 30 of 53 Pages

SCHEDULE I

Directors and Officers of Barington Companies Offshore Fund, Ltd.

Name and Position	Principal Occupation	Principal Business Address

Sebastian E. Cassetta Director	Senior Managing Director and Chief Operating Officer of Barington Capital Group, L.P.	888 Seventh Avenue 17th Floor New York, NY 10019

Jonathan Clipper Director	Managing Director of Bedford Management Ltd	7 Reid Street, Suite 108 Hamilton HM11, Bermuda

Graham Cook Director	Director/Manager, Corporate Services of Bison Financial Services, Ltd.	Bison Court P.O. Box 3460 Road Town, Tortola British Virgin Islands

Citigroup Fund Services, Ltd. Secretary	Fund Administration	Washington Mall 1, 3rd Flr. 22 Church Street Hamilton HM11, Bermuda

Seth I. Berman Treasurer	Chief Financial Officer of Barington Capital Group, L.P.	888 Seventh Avenue 17th Floor New York, NY 10019

Page 31 of 53 Pages

SCHEDULE II

Officers of LNA Capital Corp.

Name and Position	Principal Occupation	Principal Business Address

James A. Mitarotonda President and CEO	Chairman and Chief Executive Officer of Barington Capital Group, L.P.	888 Seventh Avenue 17th Floor New York, NY 10019

Sebastian E. Cassetta Secretary	Senior Managing Director and Chief Operating Officer of Barington Capital Group, L.P.	888 Seventh Avenue 17th Floor New York, NY 10019

Seth I. Berman Treasurer	Chief Financial Officer of Barington Capital Group, L.P.	888 Seventh Avenue 17th Floor New York, NY 10019

Page 32 of 53 Pages

SCHEDULE III

Directors of Clinton Multistrategy Master Fund, Ltd.

Name and Position	Principal Occupation	Principal Business Address

Jane Fleming Director	Client Accountant of Queensgate Bank & Trust Company Ltd.	Queensgate Bank & Trust Company Ltd. Harbour Place, 5th Floor 103 South Church Street P.O. Box 30464 SMB Grand Cayman, Cayman Islands

Dennis Hunter Director	Director of Queensgate Bank & Trust Company Ltd.	Queensgate Bank & Trust Company Ltd. Harbour Place, 5th Floor 103 South Church Street P.O. Box 30464 SMB Grand Cayman, Cayman Islands

Roger Hanson Director	Director of dms Management Ltd.	dms Management Ltd. P.O. Box 31910 SMB Ansbacher House 20 Genesis Close Grand Cayman, Cayman Islands

Blair Gauld Director	Director of Queensgate Bank & Trust Company Ltd.	Queensgate Bank & Trust Company Ltd. Harbour Place, 5th Floor 103 South Church Street P.O. Box 30464 SMB Grand Cayman, Cayman Islands

Page 33 of 53 Pages

SCHEDULE IV

Directors of Clinton Special Opportunities Master Fund, Ltd.

Name and Position	Principal Occupation	Principal Business Address

Dennis Hunter Director	Director of Queensgate Bank & Trust Company Ltd.	Queensgate Bank & Trust Company Ltd. Harbour Place, 5th Floor 103 South Church Street P.O. Box 30464 SMB Grand Cayman, Cayman Islands

Roger Hanson Director	Director of dms Management Ltd.	dms Management Ltd. P.O. Box 31910 SMB Ansbacher House 20 Genesis Close Grand Cayman, Cayman Islands

Cassandra Powell Director	Senior Manager of Queensgate Bank & Trust Company Ltd	Queensgate Bank & Trust Company Ltd. Harbour Place, 5th Floor 103 South Church Street P.O. Box 30464 SMB Grand Cayman, Cayman Islands

Page 34 of 53 Pages

SCHEDULE V

Directors of Clinton Magnolia Master Fund, Ltd.

Name and Position	Principal Occupation	Principal Business Address

Jane Fleming Director	Client Accountant of Queensgate Bank & Trust Company Ltd.	Queensgate Bank & Trust Company Ltd. Harbour Place, 5th Floor 103 South Church Street P.O. Box 30464 SMB Grand Cayman, Cayman Islands

Dennis Hunter Director	Director of Queensgate Bank & Trust Company Ltd	Queensgate Bank & Trust Company Ltd. Harbour Place, 5th Floor 103 South Church Street P.O. Box 30464 SMB Grand Cayman, Cayman Islands

Roger Hanson Director	Director of dms Management Ltd.	dms Management Ltd. P.O. Box 31910 SMB Ansbacher House 20 Genesis Close Grand Cayman, Cayman Islands

Page 35 of 53 Pages

SCHEDULE VI

Directors and Executive Officers of Clinton Group, Inc.

Name and Position	Principal Occupation	Principal Business Address

George E. Hall	Director and President of Clinton Group, Inc.	9 West 57th Street 26th Floor New York, NY 10019

Francis A. Ruchalski	Director and Chief Financial Officer of Clinton Group, Inc.	9 West 57th Street 26th Floor New York, NY 10019

Wendy Ruberti	General Counsel and Assistant Secretary of Clinton Group, Inc.	9 West 57th Street 26th Floor New York, NY 10019

John L. Hall	Director of Clinton Group, Inc.	9 West 57th Street 26th Floor New York, NY 10019

Page 36 of 53 Pages

SCHEDULE VII

This schedule sets forth information with respect to each purchase and sale of Common Stock and purchase and sale of listed American-style call and put options which were effectuated by a Reporting Entity since the filing of the Statement. All transactions were effectuated in the open market through a broker.

Options purchased and sold by Barington Companies Equity Partners, L.P.

Date	Transaction Type	Type	Quantity	Exercise Price	Expiration Date	Unit Price	Cost(*)
3/26/2008	Cover Short	Call	44,000	$20.00	8/15/2008	$1.7410	$76,604.00
3/26/2008	Short Sell	Put	(26,700)	$15.00	5/17/2008	$0.5527	$(14,757.09)

Options purchased and sold by Barington Investments, L.P.

Date	Transaction Type	Type	Quantity	Exercise Price	Expiration Date	Unit Price	Cost(*)
3/26/2008	Cover Short	Call	29,200	$20.00	8/15/2008	$1.7410	$50,837.20
3/26/2008	Short Sell	Put	(17,700)	$15.00	5/17/2008	$0.5527	$(9,782.79)

Options purchased and sold by Barington Companies Offshore Fund, Ltd.

Date	Transaction Type	Type	Quantity	Exercise Price	Expiration Date	Unit Price	Cost(*)
3/26/2008	Cover Short	Call	76,800	$20.00	8/15/2008	$1.7410	$133,708.80
3/26/2008	Short Sell	Put	(46,600)	$15.00	5/17/2008	$0.5527	$(25,755.82)

Options purchased and sold by Clinton Magnolia Master Fund, Ltd.

Date	Transaction Type	Type	Quantity	Exercise Price	Expiration Date	Unit Price	Cost(*)
3/24/2008	Short Sell	Call	(600)	$20.00	4/19/2008	$0.70	$420.00
3/24/2008	Short Sell	Call	(10,000)	$20.00	5/17/2008	$1.05	$10,500.00

------------------------------

(*) Excludes commissions and other execution-related costs

EX-99.8 2 kl04007_ex99-8.htm EXHIBIT 99.8 AGREEMENT kl04007_ex99-8.htm

Page 37 of 53 Pages

Exhibit 99.8

AGREEMENT

This Agreement, dated as of April 1, 2008 (the “Agreement”), is by and among Dillard’s Inc., a Delaware corporation (the “Company”), and Barington Capital Group, L.P. and certain of its affiliates (“Barington”), Clinton Group, Inc. and certain of its affiliates (“Clinton”) and RJG Capital Management, LLC and certain of its affiliates (“RJG Capital”; Barington, Clinton and RJG Capital each an “Investor” and, together, the “Investors”).

WHEREAS, the Investors economically own (as defined below) shares of Class A Common Stock, $0.01 par value, of the Company (the “Common Stock”) as specified on Schedule A of this Agreement (the “Shares”);

WHEREAS, prior to the date hereof an affiliate of the Investors delivered a letter (the “Nomination Notice Letter”) to the Company, dated as of March 17, 2008, indicating its intention to nominate (the “Nomination”) four individuals for election to the Board of Directors of the Company (the “Board”) by the Class A Stockholders (the “Class A Stockholders”);

WHEREAS, the Company and the Investors have agreed that it is in their mutual interests to enter into this Agreement, which, among other things, terminates the pending proxy contest for the election of directors at the 2008 Annual Meeting (as defined below);

WHEREAS, the Company has agreed that in connection with the Company’s 2008 Annual Meeting of Stockholders (the “2008 Annual Meeting”), the Board will nominate for election as a member of the Board, and recommend that the Class A Stockholders vote to elect as a director of the Company, (i) Nick White and Frank Mori (each, an “Investor Nominee”; together, the “Investor Nominees”) and (ii) Jimmy Haslam and Brad Martin (each together with the Investor Nominees, the “Class A Nominees”); and

WHEREAS, the Investors have agreed to refrain from submitting any stockholder proposal or director nominations at the 2008 Annual Meeting and to vote for the election of the Company’s nominees for directors at the 2008 Annual Meeting.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Defined Terms. For purposes of this Agreement:

(a) “Affiliate” has the meaning set forth in Rule 12b-2 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b) “Associate” has the meaning set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act.

(c) The terms “beneficial owner” and “beneficially own” have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act. The terms “economic owner” and “economically own” shall have the same meanings as “beneficial owner” and “beneficially own”, except that a person will also be deemed to economically own and to be the economic owner of (i) all

Page 38 of 53 Pages

shares of capital stock of the Company which such person has the right to acquire pursuant to the exercise of any rights in connection with any securities or any agreement, regardless of when such rights may be exercised and whether they are conditional, and (ii) all shares of capital stock of the Company in which such person has any long economic interest, including pursuant to a cash settled call option or other derivative security, contract or instrument (but excluding, for avoidance of doubt, put options and other short position securities).

Section 1.2 Interpretation. When reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” “hereby” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

ARTICLE II

COVENANTS

Section 2.1 Board of Directors, Annual Meeting and Related Matters.

(a) Nomination of New Directors. The Company agrees that at the 2008 Annual Meeting, the Board will:

(1) nominate each of the Class A Nominees as a director of the Company whose term shall expire at the 2009 Annual Meeting; and

(2) cause all proxies received by the Company to be voted in the manner specified by such proxies.

(b) Election of New Directors. The Company shall use all reasonable best efforts to ensure that each of the Class A Nominees are elected by Class A Stockholders at the 2008 Annual Meeting including, without limitation, recommending that the Company’s stockholders vote in favor of the election of the Class A Nominees at the 2008 Annual Meeting. Neither the Board nor the Company shall take any position, make any statements or take any action inconsistent with such recommendation.

(c) Qualifications. Prior to the execution of this Agreement, the Executive Committee of the Board has reviewed and approved the qualifications of each of the Class A Nominees to serve as members of the Board and has determined that each of the Class A Nominees (i) is “independent” as defined by the listing standards of the New York Stock Exchange and in accordance with requirements of Article III, Section 2 of the Bylaws of the Company and (ii) is otherwise qualified to serve as a Class A director of the Company.

(d) Role of Nominees. Each of the Class A Nominees, upon election to the Board, will serve as an integral member of the Board and will be governed by the same protections and obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies and other governance guidelines, and shall have the same rights and benefits, including, without limitation, with respect to insurance, indemnification, compensation and fees, as are applicable to all independent directors of the Company. In addition, at least one of the Class A Nominees shall be nominated and recommended by management to serve on (i) the Audit Committee and (ii) the Stock Option and Executive Compensation Committee (except to the extent, if any, that none of the Class A Nominees is qualified to serve on such a committee under applicable law or New York Stock Exchange rules).

Page 39 of 53 Pages

(e) Proxy Solicitation Materials. The Company and the Board agree that the Company’s proxy statement for the 2008 Annual Meeting and all other solicitation materials to be delivered to stockholders in connection with the 2008 Annual Meeting (in each case excepting any materials delivered prior to the date hereof) shall be prepared in accordance with, and in furtherance of, this Agreement. The Company will provide the Investors with copies of any portion of proxy materials or other solicitation materials that contain statements relating to the Investors, the Investor Nominees and this Agreement at least two business days in advance of filing such materials with the SEC or disseminating the same in order to permit the Investors a reasonable opportunity to review and comment on such materials, and will consider in good faith any comments received by the Investors and their counsel. The Investors will provide, as promptly as reasonably practicable, all information relating to the Investor Nominees (and other information, if any) to the extent required under applicable law to be included in the Company’s proxy statement and any other solicitation materials to be delivered to stockholders in connection with the 2008 Annual Meeting. The proxy statement for the 2008 Annual Meeting shall contain the same type of information concerning the Investor Nominees as provided for the Company’s other director nominees.

(f) Replacement Directors. If at any time prior to the Company’s 2009 Annual Meeting of Stockholders (the “2009 Annual Meeting”) any Investor Nominee is unable or unwilling to serve (or continue to serve) as a director of the Company for any reason, then the Investors shall be entitled to designate a replacement Investor Nominee subject to the consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned (any replacement Investor Nominee selected in accordance with this Section 2.1(f), a “Replacement Nominee”), and such Replacement Nominee shall be deemed an Investor Nominee for all purposes of this Agreement. In proposing an individual as a Replacement Nominee pursuant to this Section 2.1(f), the Investors shall provide the Company with such information regarding such individual as would be required to nominate such individual as a director pursuant to Article III, Section 16 of the Company’s By-laws.

(g) Expenses. Within five business days from the date of this Agreement, the Company shall pay the Investors $200,000 to reimburse the Investors for their expenses incurred prior to the date of this Agreement in connection with the Nomination, the contemplated proxy solicitation, the drafting, negotiation and execution of this Agreement and all of their other activities and matters related to the foregoing, including, without limitation, the preparation of related filings with the SEC and the fees and disbursements of counsel, proxy solicitors, public relations firms, consultants and other advisors, provided the Investors provide reasonable documentation with respect to such expenses. The Investors hereby agree that such payment shall be in full satisfaction of any claims or rights they may have as of the date hereof for reimbursement of fees, expenses or costs in connection therewith.

(h) Capital Structure. The Company and the Board agree to examine in good faith and take commercially reasonable steps to achieve (in a manner consistent with any applicable laws or fiduciary duties) an optimal capital structure for the Company, which steps may include repurchase of shares of Common Stock (as operating profits, capital markets, and any other applicable considerations and constraints permit).

Section 2.2 Voting Provisions. The Investors, together with their respective Affiliates, will cause all shares of Common Stock for which they have the right to vote as of the record date for the 2008 Annual Meeting to be present for quorum purposes and to be voted at such meeting or at any adjournments or postponements thereof (a) in favor of each director nominated and recommended by the Board for election at such meeting and (b) against any stockholder nominations for director which are not approved and recommended by the Board for election at such meeting, provided that the slate of directors nominated and recommended by the Board includes the Class A Nominees.

Page 40 of 53 Pages

Section 2.3 Undertakings by the Investors. By executing this Agreement, the Investors hereby (i) irrevocably withdraw the Nomination Notice Letter and any nominations to the Board made prior to the date hereof, (ii) irrevocably withdraw the demand to inspect certain of the Company’s books and records, pursuant to a demand letter, dated as of March 20, 2008, sent by affiliates of the Investors to the Company and (iii) agree to terminate the pending proxy contest with respect to the election of directors at the 2008 Annual Meeting. Within two business days of the date of this Agreement, the Investors shall file, or cause to be filed on its behalf, with the SEC an amendment to its Schedule 13D with respect to the Company disclosing the material contents of this Agreement.

Section 2.4 Publicity. Promptly after the execution of this Agreement, the Company will issue a press release in the form attached hereto as Schedule B.

ARTICLE III

OTHER PROVISIONS

Section 3.1 Representations and Warranties.

(a) Representations and Warranties of the Company. The Company hereby represents and warrants that this Agreement and the performance by the Company of its obligations hereunder (i) has been duly authorized, executed and delivered by it, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, (ii) does not require the approval of the stockholders of the Company and (iii) does not and will not violate any law, any order of any court or other agency of government, the Certificate of Incorporation of the Company, as amended, or the By-Laws of the Company, as amended, or any provision of any indenture, agreement or other instrument to which the Company or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such indenture, agreement or other instrument.

(b) Representations and Warranties of the Investors. Each of the Investors represents and warrants that this Agreement and the performance by each such Investor of its obligations hereunder has been duly authorized, executed and delivered by such Investor, and is a valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms. Each Investor hereby further represents and warrants that, as of the date hereof, it and its Affiliates and Associates are, collectively, the economic owners of such number of shares of Common Stock as are respectively set forth on Schedule A of this Agreement.

Section 3.2 Confidentiality. The Company has no obligation to furnish Confidential Information to the Investors or their respective representatives by virtue of this Agreement except for Confidential Information provided to the Investor Nominees in their capacity as directors (and as nominees for director) of the Company. Each of the Investors hereby acknowledges that it is aware that the United States securities laws prohibit any person who has material, non-public information with respect to the Company from transacting in the securities of the Company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to transact in such securities.

Page 41 of 53 Pages

Section 3.3 Remedies.

(a) Each party hereto hereby acknowledges and agrees, on behalf of itself and its Affiliates, that irreparable harm would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties will be entitled to specific relief hereunder, including an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any state or federal court in the State of New York, in addition to any other remedy to which they may be entitled at law or in equity. Any requirements for the securing or posting of any bond with such remedy are hereby waived.

(b) Each party hereto agrees, on behalf of itself and its Affiliates, that any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby will be brought solely and exclusively in any state or federal court in the State of New York (and the parties agree not to commence any action, suit or proceeding relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 3.5 will be effective service of process for any such action, suit or proceeding brought against any party in any such court. Each party, on behalf of itself and its Affiliates, irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby, in the state or federal courts in the State of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an improper or inconvenient forum.

Section 3.4 Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto.

Section 3.5 Notices.

All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, if (a) given by telecopy, when such telecopy is transmitted to the telecopy number set forth below and the appropriate confirmation is received or (b) if given by any other means, when actually received during normal business hours at the address specified in this subsection:

if to the Company:	Dillard's Inc. Post Office Box 486Little Rock, AK 72203 Facsimile: (501) 376-5031 Attention: General Counsel

with a copy to:	Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 Facsimile: (212) 455-2502 Attention: Gary Horowitz Mario Ponce

Page 42 of 53 Pages


if to the Investors:	Barington Capital Group, L.P. 888 Seventh Avenue, 17th Floor New York, New York 10019 Facsimile: (212) 586-7684 Attention: James A. Mitarotonda

	Clinton Group, Inc. 9 West 57th Street, 26th Floor New York, New York 10019 Facsimile: (212) 825-0084 Attention: Vincent Darpino, Esq.

with a copy to:	Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, New York 10036 Facsimile: (212) 715-8000 Attention: Peter G. Smith, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 Facsimile: (212) 715-5955 Attention: Marc Weingarten, Esq.

Section 3.6 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to the choice of law principles of such state.

Section 3.7 Further Assurances. Each party agrees to take or cause to be taken such further actions, and to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, and to obtain such consents, as may be reasonably required or requested by the other party in order to effectuate fully the purposes, terms and conditions of this Agreement.

Section 3.8 Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, and nothing in this Agreement is intended to confer on any person other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 3.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Remainder of Page Left Blank Intentionally]

Page 43 of 53 Pages

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above written.

DILLARD’S INC.

By: /s/ Paul J. Schroeder, Jr.

Name: Paul J. Schroeder, Jr.

Title: Vice President and General Counsel

THE INVESTORS:

BARINGTON COMPANIES EQUITY PARTNERS, L.P.

By: Barington Companies Investors, LLC, its general partner

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

BARINGTON COMPANIES INVESTORS, LLC

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

BARINGTON INVESTMENTS, L.P.

By: Barington Companies Advisors, LLC, its general partner

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

BARINGTON COMPANIES ADVISORS, LLC

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

Page 44 of 53 Pages

BARINGTON COMPANIES OFFSHORE FUND, LTD.

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Authorized Signatory

BARINGTON OFFSHORE ADVISORS II, LLC

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

BARINGTON CAPITAL GROUP, L.P.

By: LNA Capital Corp., its general partner

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: President and CEO

LNA CAPITAL CORP.

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: President and CEO

RJG CAPITAL PARTNERS, L.P.

By: RJG Capital Management, LLC, its general partner

By: /s/ Ronald J. Gross

Name: Ronald J. Gross

Title: Managing Member

RJG CAPITAL MANAGEMENT, LLC

By: /s/ Ronald J. Gross

Name: Ronald J. Gross

Title: Managing Member

Page 45 of 53 Pages

CLINTON MULTISTRATEGY MASTER FUND, LTD.

By: Clinton Group, Inc., its investment manager

By: /s/ Francis Ruchalski

Name: Francis Ruchalski

Title: Chief Financial Officer

CLINTON SPECIAL OPPORTUNITIES MASTER FUND, LTD.

By: Clinton Group, Inc., its investment manager

By: /s/ Francis Ruchalski

Name: Francis Ruchalski

Title: Chief Financial Officer

CLINTON MAGNOLIA MASTER FUND, LTD.

By: Clinton Group, Inc., its investment manager

By: /s/ Francis Ruchalski

Name: Francis Ruchalski

Title: Chief Financial Officer

CLINTON LEXINGTON MASTER FUND, L.P.

By: Clinton Group, Inc., its investment manager

By: /s/ Francis Ruchalski

Name: Francis Ruchalski

Title: Chief Financial Officer

CLINTON GROUP, INC.

By: /s/ Francis Ruchalski

Name: Francis Ruchalski

Title: Chief Financial Officer

Page 46 of 53 Pages

SCHEDULE A

Equity	Number of Shares Economically Owned

Barington	2,034,869
Clinton	1,762,150
RJG Capital	11,500
Total	3,808,519

Page 47 of 53 Pages

SCHEDULE B

[See Exhibit 99.9 for press release]

EX-99.9 3 kl04007_ex99-9.htm EXHIBIT 99.9 PRESS RELEASE kl04007_ex99-9.htm

Page 48 of 53 Pages

Exhibit 99.9

DILLARD’S REACHES SETTLEMENT AGREEMENT WITH BARINGTON AND CLINTON

Little Rock, Ark. – April 1, 2008 – Dillard’s, Inc. (NYSE: DDS) announced today that it has reached an agreement with Barington Capital Group, L.P. and Clinton Group, Inc., in conjunction with Southeastern Asset Management, that will avoid a proxy contest at the Company’s 2008 Annual Meeting of Stockholders scheduled for May 17, 2008.

The Company has agreed to nominate the following candidates for the slate of Class A directors at the annual meeting: James A. Haslam, III, Chief Executive Officer of Pilot Travel Centers LLC; R. Brad Martin, former chairman and CEO of Saks Inc.; Frank R. Mori, Co-Chief Executive Officer and President of Takihyo Inc. and former President and CEO of Anne Klein, Inc. and former CEO and founding Partner of Donna Karan International; and Nick White, President and Chief Executive Officer of White & Associates and former Executive Vice President and General Manager of the Supercenter division of Wal-Mart Stores, Inc.

Barington and Clinton have agreed to cease their efforts to elect a slate of four nominees to the Dillard’s Board of Directors at the 2008 annual meeting and to vote for the election of the company’s nominees.

Chairman and CEO William (Bill) Dillard II, said, “We are pleased to have reached an agreement with Barington and Clinton. Both the Board and management welcome the perspectives and insights of our proposed new directors. The Class B board members are committed to working with the new Class A board members to ensure that the best operating plan and management team possible are in place.”

Dillard’s is committed to reviewing whether the company’s real estate assets and capital are being optimally deployed to prudently build the most value per share for long-term owners. Specifically, the company plans to close underperforming stores in order to rationalize real estate as soon as possible, will cut unnecessary costs, and subject all future commitments for new stores to strict return on capital requirements that will be set by the board and management.

About Dillard’s

Dillard’s, Inc. is one of the nation’s largest fashion apparel and home furnishing retailers. The Company’s stores operate with one name, Dillard’s, and span 29 states. Dillard’s stores offer a broad selection of merchandise, including products sourced and marketed under Dillard’s exclusive brand names.

Forward-Looking Information

The information above contains certain forward-looking statements. The following are or may constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995: (a) words such as “may,” “will,” “could,” “believe,” “expect,” “future,” “potential,” “anticipate,” “intend,” “plan,” “estimate,” “continue,” or the negative or other variations thereof, and (b) statements regarding matters that are not historical facts. The Company cautions that forward-looking statements contained in this report are based on estimates, projections, beliefs and assumptions of management and information available to management at the time of such statements and are not guarantees of future performance. The Company disclaims any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise. Forward-looking statements of the Company involve risks and uncertainties and are subject to change based on various important factors. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements made by the Company and its management as a result of a number of risks, uncertainties and assumptions. Representative examples of those factors include (without limitation) general retail industry conditions and macro-economic conditions in markets in which the Company operates; changes in operating expenses, including employee wages, commission structures and related benefits.

EX-99.10 4 kl04007_ex99-10.htm EXHIBIT 99.10 AGREEMENT OF JOINT FILING kl04007_ex99-10.htm

Page 49 of 53 Pages

EXHIBIT 99.10

AGREEMENT OF JOINT FILING

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Dillard’s, Inc., a Delaware corporation (the “Company”); and

WHEREAS, (i) Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC, Barington Investments, L.P., Barington Companies Advisors, LLC, Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors II, LLC, Barington Capital Group, L.P., LNA Capital Corp., James A. Mitarotonda, RJG Capital Partners, L.P., RJG Capital Management, LLC and Ronald J. Gross (together, the “Barington Parties”) and (ii) Clinton Multistrategy Master Fund, Ltd., Clinton Special Opportunities Master Fund, Ltd., Clinton Magnolia Master Fund, Ltd., Clinton Group, Inc. and George E. Hall (together, the “Clinton Parties”), wish to enter into this Agreement of Joint Filing (the “Agreement”) pertaining to their investments in, and activities related to, the Company and its Securities.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, covenant and agree as follows:

1. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing of statements on Schedule 13D on behalf of each of them, and any amendments thereto, with respect to the Securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows that such information is inaccurate.

2. Barington Capital Group, L.P. and Clinton Group, Inc. each agree to consult with each other regarding all purchases and sales of Securities of the Company by their affiliates. "Securities" shall mean equity securities of the Company, options to purchase or sell equity securities of the Company, and swaps, synthetics and other derivative securities or instruments, the value of which is solely and directly related to equity securities of the Company. Furthermore, so long as this Agreement is in effect, (i) none of the parties shall acquire Securities of the Company if as a result the Group would be deemed to have beneficial ownership of 10% or more of any class of the outstanding equity of the Company without the prior agreement of Barington Capital Group, L.P., or its representatives, and Clinton Group, Inc., or its representatives (collectively, the "Representatives"), (ii) none of the parties shall purchase, sell or otherwise increase or decrease their economic exposure to Securities of the Company if such party reasonably believes that, as a result of such action, the Group or any member thereof would be likely to be required to make any regulatory filing without using their reasonable efforts to give the other parties at least 24 hours prior written notice, and (iii) each of the undersigned shall provide written notice to the other of (a) any of their purchases or sales of Securities of the Company; and (b) any Securities of the Company over which they acquire or dispose of beneficial ownership, no later than 24 hours after each such transaction.

3. The Barington Parties and the Clinton Parties shall each pay 50% of all expenses incurred in connection with the Group’s activities.

Page 50 of 53 Pages

4. Each of the undersigned agrees that any filing with the Securities and Exchange Commission, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities shall be jointly approved by the Representatives, which approval shall not be unreasonably withheld or delayed.

5. The relationship of the parties hereto shall be limited to carrying on the activities of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such activities as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Except as otherwise expressly provided herein, nothing herein shall restrict any party’s right to purchase or sell Securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

6. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

7. In the event of any dispute among the parties hereto arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

8. Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties.

9. Each party acknowledges that Kramer Levin Naftalis & Frankel LLP shall act as counsel for both the Group and the Barington Parties relating to their investment in the Company and that Schulte Roth & Zabel LLP shall act as counsel for both the Group and the Clinton Parties relating to their investment in the Company.

10. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to an amendment to a Schedule 13D pursuant to Rule 13d-1(k) under the Exchange Act.

[SIGNATURE PAGE FOLLOWS]

Page 51 of 53 Pages

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the 2nd day of April 2008.

BARINGTON COMPANIES EQUITY PARTNERS, L.P.

By: Barington Companies Investors, LLC, its general partner

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

BARINGTON COMPANIES INVESTORS, LLC

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

BARINGTON INVESTMENTS, L.P.

By: Barington Companies Advisors, LLC, its general partner

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

BARINGTON COMPANIES ADVISORS, LLC

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

BARINGTON COMPANIES OFFSHORE FUND, LTD.

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Authorized Signatory

Page 52 of 53 Pages

BARINGTON OFFSHORE ADVISORS II, LLC

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: Managing Member

BARINGTON CAPITAL GROUP, L.P.

By: LNA Capital Corp., its general

partner

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: President and CEO

LNA CAPITAL CORP.

By: /s/ James A. Mitarotonda

Name: James A. Mitarotonda

Title: President and CEO

/s/ James A. Mitarotonda

James A. Mitarotonda

RJG CAPITAL PARTNERS, L.P.

By: RJG Capital Management, LLC, its general partner

By: /s/ Ronald J. Gross

Name: Ronald J. Gross

Title: Managing Member

RJG CAPITAL MANAGEMENT, LLC

By: /s/ Ronald J. Gross

Name: Ronald J. Gross

Title: Managing Member

/s/ Ronald J. Gross

Ronald J. Gross

Page 53 of 53 Pages

CLINTON MULTISTRATEGY MASTER FUND, LTD.

By: Clinton Group, Inc., its investment manager

By: /s/ Francis Ruchalski

Name: Francis Ruchalski

Title: Chief Financial Officer

CLINTON SPECIAL OPPORTUNITIES MASTER FUND, LTD.

By: Clinton Group, Inc., its investment manager

By: /s/ Francis Ruchalski

Name: Francis Ruchalski

Title: Chief Financial Officer

CLINTON MAGNOLIA MASTER FUND, LTD.

By: Clinton Group, Inc., its investment manager

By: /s/ Francis Ruchalski

Name: Francis Ruchalski

Title: Chief Financial Officer

CLINTON GROUP, INC.

By: /s/ Francis Ruchalski

Name: Francis Ruchalski

Title: Chief Financial Officer

/s/ George E. Hall

George E. Hall

-----END PRIVACY-ENHANCED MESSAGE-----