0001398432-08-000086.txt : 20080319 0001398432-08-000086.hdr.sgml : 20080319 20080319172006 ACCESSION NUMBER: 0001398432-08-000086 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080319 DATE AS OF CHANGE: 20080319 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: 08700121 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 dillards_13da2.htm SCHEDULE 13D AMENDMENT #2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

(Amendment No. 2)

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)

March 17, 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:[ ].

(Continued on following pages)

(Page 1 of 41 Pages)

		SCHEDULE 13D
	CUSIP No. 254067101		Page 2 of 41 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

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	656,030
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	656,030
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	656,030

12)

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.92%

14)	TYPE OF REPORTING PERSON
	PN

		SCHEDULE 13D
	CUSIP No. 254067101		Page 3 of 41 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

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	656,030
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	656,030
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	656,030

12)

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.92%

14)	TYPE OF REPORTING PERSON
	OO

		SCHEDULE 13D
	CUSIP No. 254067101		Page 4 of 41 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

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	434,307
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	434,307
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	434,307

12)

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.61%

14)	TYPE OF REPORTING PERSON
	PN

		SCHEDULE 13D
	CUSIP No. 254067101		Page 5 of 41 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

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	434,307
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	434,307
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	434,307

12)

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.61%

14)	TYPE OF REPORTING PERSON
	OO

		SCHEDULE 13D
	CUSIP No. 254067101		Page 6 of 41 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

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	1,144,532
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	1,144,532
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,144,532

12)

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.61%

14)	TYPE OF REPORTING PERSON
	OO

		SCHEDULE 13D
	CUSIP No. 254067101		Page 7 of 41 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

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	1,144,532
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	1,144,532
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,144,532

12)

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.61%

14)	TYPE OF REPORTING PERSON
	IA, OO

		SCHEDULE 13D
	CUSIP No. 254067101		Page 8 of 41 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

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	2,234,869
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	2,234,869
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,234,869

12)

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.14%

14)	TYPE OF REPORTING PERSON
	PN

		SCHEDULE 13D
	CUSIP No. 254067101		Page 9 of 41 Pages

1)	NAME OF REPORTING PERSON

	LNA Capital Corp.

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

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	2,234,869
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	2,234,869
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,234,869

12)

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.14%

14)	TYPE OF REPORTING PERSON
	CO

		SCHEDULE 13D
	CUSIP No. 254067101		Page 10 of 41 Pages

1)	NAME OF REPORTING PERSON

	James A. Mitarotonda

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

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	2,234,869
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	2,234,869
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,234,869

12)

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.14%

14)	TYPE OF REPORTING PERSON
	IN

		SCHEDULE 13D
	CUSIP No. 254067101		Page 11 of 41 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

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.02%

14)	TYPE OF REPORTING PERSON
	PN

		SCHEDULE 13D
	CUSIP No. 254067101		Page 12 of 41 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

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.02%

14)	TYPE OF REPORTING PERSON
	OO

		SCHEDULE 13D
	CUSIP No. 254067101		Page 13 of 41 Pages

1)	NAME OF REPORTING PERSON

	Ronald J. Gross

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

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.02%

14)	TYPE OF REPORTING PERSON
	IN

		SCHEDULE 13D
	CUSIP No. 254067101		Page 14 of 41 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

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	463,200
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	None
	WITH
		10) SHARED DISPOSITIVE POWER
		463,200

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	463,200

12)

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.65%

14)	TYPE OF REPORTING PERSON
	CO

		SCHEDULE 13D
	CUSIP No. 254067101		Page 15 of 41 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

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.03%

14)	TYPE OF REPORTING PERSON
	CO

		SCHEDULE 13D
	CUSIP No. 254067101		Page 16 of 41 Pages

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

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	1,123,500
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	None
	WITH
		10) SHARED DISPOSITIVE POWER
		1,123,500

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,123,500

12)

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.58%

14)	TYPE OF REPORTING PERSON
	CO

		SCHEDULE 13D
	CUSIP No. 254067101		Page 17 of 41 Pages

1)	NAME OF REPORTING PERSON

	Clinton Lexington Master Fund, L.P.

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

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
	Cayman Islands

		7) SOLE VOTING POWER
	NUMBER OF	None
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	149,700
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	None
	WITH
		10) SHARED DISPOSITIVE POWER
		149,700

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	149,700

12)

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.21%

14)	TYPE OF REPORTING PERSON
	PN

		SCHEDULE 13D
	CUSIP No. 254067101		Page 18 of 41 Pages

1)	NAME OF REPORTING PERSON

	Clinton Group, Inc.

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

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	1,756,400
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	None
	WITH
		10) SHARED DISPOSITIVE POWER
		1,756,400

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,756,400

12)

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.47%

14)	TYPE OF REPORTING PERSON
	IA, CO

		SCHEDULE 13D
	CUSIP No. 254067101		Page 19 of 41 Pages

1)	NAME OF REPORTING PERSON

	George E. Hall

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

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	1,756,400
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	None
	WITH
		10) SHARED DISPOSITIVE POWER
		1,756,400

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,756,400

12)

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

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.47%

14)	TYPE OF REPORTING PERSON
	IN

Page 20 of 41

This Amendment No. 2 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 (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.

The second paragraph of Item 2 (a) - (c) of the Statement is hereby amended and restated as follows:

As of March 18, 2008, the Reporting Entities are the beneficial owners of, in the aggregate, 4,002,769 shares of Common Stock, representing approximately 5.63% 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”).

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Statement is hereby amended and supplemented as follows:

Since the filing of the Statement, the Reporting Entities purchased an aggregate of 79,550 shares of Common Stock and 300,000 shares of Common Stock subject to presently exercisable American-style call options. The amount of funds expended for purchases of Common Stock was approximately $1,320,530.00 by Clinton Magnolia Master Fund, Ltd. The amount of funds expended for purchases of presently exercisable American-style call options to acquire Common Stock was approximately $41,745.06 by Barington Companies Equity Partners, L.P., $27,546.06 by Barington Investments, L.P. and $72,698.88 by Barington Companies Offshore Fund, Ltd.

All purchases of Common Stock and presently exercisable American-style call options to acquire Common Stock by the Reporting Entities since the filing of the Statement were made in open market transactions. All such purchases of Common Stock and presently exercisable American-style call options to acquire Common Stock were funded by working capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. All transactions in shares of Common Stock effected by the Reporting Entities since the filing of the Statement, including, without limitation, shares of Common Stock subject to listed American-style call and put options, are set forth in the Schedule attached hereto and incorporated herein by reference.

Page 21 of 41

Item 4.

Purpose of Transaction.

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

On March 17, 2008, Barington delivered to the Secretary of the Company a letter dated March 17, 2008 (the “Nomination Letter”) notifying the Company of Barington’s intention to nominate four (4) persons for election to the Board of Directors of the Company at the 2008 Annual Meeting of Stockholders of the Company. A copy of the Nomination Letter is attached as Exhibit 99.5 hereto and incorporated herein by reference. The foregoing description of the Nomination Letter is qualified in its entirety by reference to such exhibit.

On March 19, 2008, Barington Capital Group, L.P., an affiliate of Barington, issued a press release announcing Barington’s intention to nominate four (4) persons for election to the Board of Directors of the Company at the 2008 Annual Meeting of Stockholders of the Company. A copy of the press release is attached as Exhibit 99.6 hereto and incorporated herein by reference. The foregoing description of the press release is qualified in its entirety by reference to such exhibit.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) - (c) of the Statement are hereby amended and restated as follows:

(a) – (b) As of March 18, 2008, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 656,030 shares of Common Stock, which includes 88,200 shares of Common Stock subject to call options, representing approximately 0.92% of the Issued and Outstanding Shares. As of March 18, 2008, Barington Investments, L.P. beneficially owns 434,307 shares of Common Stock, which includes 58,200 shares of Common Stock subject to call options, representing approximately 0.61% of the Issued and Outstanding Shares. As of March 18, 2008, Barington Companies Offshore Fund, Ltd. beneficially owns 1,144,532 shares of Common Stock, which includes 153,600 shares of Common Stock subject to call options, representing approximately 1.61% 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 656,030 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., which includes 88,200 shares of Common Stock subject to call options, representing approximately 0.92% 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 434,307 shares of Common Stock beneficially owned by Barington Investments, L.P., which includes 58,200 shares of Common Stock subject to call options, representing approximately 0.61% 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 1,144,532 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., which includes 153,600 shares of Common Stock subject to call options, representing approximately 1.61% 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 656,030 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 434,307 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 1,144,532 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an aggregate of 2,234,869 shares of Common Stock, including an aggregate of 300,000 shares of Common Stock subject to

Page 22 of 41

call options, representing approximately 3.14% 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 656,030 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 434,307 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 1,144,532 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an aggregate of 2,234,869 shares of Common Stock, including an aggregate of 300,000 shares of Common Stock subject to call options, representing approximately 3.14% of the Issued and Outstanding Shares. As the sole stockholder and director of LNA Capital Corp., James A. Mitarotonda may be deemed to beneficially own the 656,030 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 434,307 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 1,144,532 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an aggregate of 2,234,869 shares of Common Stock, including an aggregate of 300,000 shares of Common Stock subject to call options, representing approximately 3.14% of the Issued and Outstanding Shares. Mr. Mitarotonda has sole voting and dispositive power with respect to the 656,030 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., which includes 88,200 shares of Common Stock subject to call options, the 434,307 shares of Common Stock beneficially owned by Barington Investments, L.P., which includes 58,200 shares of Common Stock subject to call options, and the 1,144,532 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., which includes 153,600 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 March 18, 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 March 18, 2008, Clinton Multistrategy Master Fund, Ltd. beneficially owns 463,200 shares of Common Stock, representing approximately 0.65% of the Issued and Outstanding Shares. As of March 18, 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 March 18, 2008, Clinton Magnolia Master Fund, Ltd. beneficially owns 1,123,500 shares of Common Stock, representing approximately 1.58% of the Issued and Outstanding Shares. As of March 18, 2008, Clinton Lexington Master Fund, L.P. beneficially owns 149,700 shares of Common Stock, representing approximately 0.21% 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., Clinton Magnolia Master Fund, Ltd. and Clinton Lexington Master Fund, L.P., Clinton Group, Inc. may be deemed to beneficially own the 463,200 shares of Common Stock beneficially owned by Clinton Multistrategy Master Fund, Ltd., the 20,000

Page 23 of 41

shares of Common Stock subject to call options beneficially owned by Clinton Special Opportunities Master Fund, Ltd., the 1,123,500 shares of Common Stock beneficially owned by Clinton Magnolia Master Fund, Ltd. and the 149,700 shares of Common Stock beneficially owned by Clinton Lexington Master Fund, L.P., constituting an aggregate of 1,756,400 shares of Common Stock, including an aggregate of 20,000 shares of Common Stock subject to call options, representing approximately 2.47% 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 463,200 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., the 1,123,500 shares of Common Stock beneficially owned by Clinton Magnolia Master Fund, Ltd. and the 149,700 shares of Common Stock beneficially owned by Clinton Lexington Master Fund, L.P., constituting an aggregate of 1,756,400 shares of Common Stock, including an aggregate of 20,000 shares of Common Stock subject to call options, representing approximately 2.47% 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., Clinton Magnolia Master Fund, Ltd. and Clinton Lexington Master Fund, L.P., Clinton Group, Inc. has the power to vote or direct the voting, and to dispose or direct the disposition, of the 463,200 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., the 1,123,500 shares of Common Stock beneficially owned by Clinton Magnolia Master Fund, Ltd., and the 149,700 shares of Common Stock beneficially owned by Clinton Lexington Master Fund, L.P. 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 463,200 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., the 1,123,500 shares of Common Stock beneficially owned by Clinton Magnolia Master Fund, Ltd., and the 149,700 shares of Common Stock beneficially owned by Clinton Lexington Master Fund, L.P. 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.

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.

(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 attached hereto and incorporated herein by reference.

Page 24 of 41

Item 6.

Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer.

Item 6 of the Statement is hereby amended and supplemented as follows:

The Clinton Magnolia Master Fund, Ltd. currently has a short economic exposure to 49,500 shares of Common Stock through a cash settled equity swap, the counterparty to which is Morgan Stanley. This contract has a reference price of $16.157 and an expiration date of March 11, 2009. This contract does not give Clinton Magnolia Master Fund Ltd. direct or indirect voting, investment or dispositive control over any securities of the Company and does not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Company. Accordingly, Clinton Magnolia Master Fund Ltd. disclaims any beneficial ownership in any securities that may be referenced in such contract or that may be held from time to time by the counterparty.

Item 7.

Material to be Filed as Exhibits.

99.5	Letter dated March 17, 2008 from Barington to the Secretary of the Company.

99.6	Press Release issued by Barington Capital Group, L.P., dated March 19, 2008.

Page 25 of 41

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:

March 19, 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 26 of 41

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 27 of 41

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 LEXINGTON MASTER FUND, L.P.

By: Clinton Group, Inc., its investment manager

By: /s/ Francis Ruchalski

Name: Francis Ruchalski

Title: Chief Financial Officer

Page 28 of 41

CLINTON GROUP, INC.

By: /s/ Francis Ruchalski

Name: Francis Ruchalski

Title: Chief Financial Officer

/s/ George E. Hall

George E. Hall

Page 29 of 41

SCHEDULE

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()**
3/5/2008	Short Sell	Call	(29,400)	$20.00	8/15/2008	$1.0000	($29,400.00)
3/17/2008	Sell	Put	(24,900)	$17.50	3/22/2008	$1.7519	($43,622.31)
3/18/2008	Buy	Call	58,800	$17.50	3/22/2008	$0.2361	$13,882.68
3/18/2008	Buy	Call	29,400	$17.50	4/19/2008	$0.9477	$27,862.38
3/18/2008	Sell	Put	(32,300)	$17.50	3/22/2008	$1.0113	($32,664.99)
3/18/2008	Short Sell	Put	(29,400)	$15.00	5/17/2008	$1.0980	($32,281.20)

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

Date	Transaction Type	Type	Quantity	Exercise Price	Expiration Date	Unit Price	*Cost()**
3/5/2008	Short Sell	Call	(19,400)	$20.00	8/15/2008	$1.0000	($19,400.00)
3/17/2008	Sell	Put	(16,500)	$17.50	3/22/2008	$1.7519	($28,906.35)
3/18/2008	Buy	Call	38,800	$17.50	3/22/2008	$0.2361	$9,160.68
3/18/2008	Buy	Call	19,400	$17.50	4/19/2008	$0.9477	$18,385.38
3/18/2008	Sell	Put	(21,400)	$17.50	3/22/2008	$1.0113	($21,641.82)
3/18/2008	Short Sell	Put	(19,400)	$15.00	5/17/2008	$1.0980	($21,301.20)

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

Date	Transaction Type	Type	Quantity	Exercise Price	Expiration Date	Unit Price	*Cost()**
3/5/2008	Short Sell	Call	(51,200)	$20.00	8/15/2008	$1.0000	($51,200.00)
3/17/2008	Sell	Put	(43,500)	$17.50	3/22/2008	$1.7519	($76,207.65)
3/18/2008	Buy	Call	102,400	$17.50	3/22/2008	$0.2361	$24,176.64
3/18/2008	Buy	Call	51,200	$17.50	4/19/2008	$0.9477	$48,522.24
3/18/2008	Sell	Put	(56,300)	$17.50	3/22/2008	$1.0113	($56,936.19)
3/18/2008	Short Sell	Put	(51,200)	$15.00	5/17/2008	$1.0980	($56,217.60)

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

Date	Transaction Type	Type	Quantity	Exercise Price	Expiration Date	Unit Price	*Cost()**
3/4/2008	Cover Short	Call	2,000	$17.50	3/22/2008	$0.2500	$500.00
3/5/2008	Short Sell	Call	(10,000)	$17.50	3/22/2008	$0.5000	$(5,000.00)
3/5/2008	Short Sell	Call	(10,000)	$17.50	4/19/2008	$0.9000	$(9,000.00)
3/18/2008	Cover Short	Call	40,000	$15.00	3/22/2008	$1.8811	$75,244.00
3/18/2008	Short Sell	Call	(20,000)	$17.50	4/19/2008	$1.0196	$(20,392.00)
3/18/2008	Short Sell	Call	(20,000)	$15.00	4/19/2008	$2.3650	$(47,300.00)

Page 30 of 41

Shares sold by Clinton Special Opportunities Master Fund, Ltd.

Date	Number of Shares	Price per Share	*Cost()**
3/7/2008	(79,550)	$16.6000	$(1,320,530.00)

Options purchased and sold by Clinton Special Opportunities Master Fund, Ltd.

Date	Transaction Type	Type	Quantity	Exercise Price	Expiration Date	Unit Price	*Cost()**
3/4/2008	Short Sell	Call	(10,000)	$15.00	3/21/2008	$0.9250	$(9,250.00)
3/4/2008	Cover Short	Call	6,000	$17.50	3/22/2008	$0.2500	$1,500.00
3/5/2008	Short Sell	Call	(20,000)	$17.50	4/19/2008	$0.8380	$(16,760.00)
3/7/2008	Cover Short	Call	42,400	$17.50	3/22/2008	$0.6000	$25,440.00
3/7/2008	Cover Short	Call	20,000	$17.50	4/19/2008	$1.1000	$22,000.00

Shares purchased by Clinton Magnolia Master Fund, Ltd.

Date	Number of Shares	Price per Share	*Cost()**
3/7/2008	79,550	$16.6000	$1,320,530.00

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

Date	Transaction Type	Type	Quantity	Exercise Price	Expiration Date	Unit Price	*Cost()**
3/4/2008	Short Sell	Call	(10,000)	$15.00	3/21/2008	$0.9250	$(9,250.00)
3/4/2008	Cover Short	Call	6,000	$17.50	3/22/2008	$0.2500	$1,500.00
3/5/2008	Short Sell	Call	(10,000)	$15.00	3/21/2008	$1.2500	$(12,500.00)
3/5/2008	Short Sell	Call	(40,000)	$17.50	3/22/2008	$0.5000	$(20,000.00)
3/5/2008	Short Sell	Call	(20,000)	$17.50	4/19/2008	$0.8380	$(16,760.00)
3/6/2008	Short Sell	Call	(10,000)	$17.50	4/19/2008	$1.1000	$(11,000.00)
3/12/2008	Short Sell	Call	(30,000)	$17.50	4/19/2008	$1.1500	$(34,500.00)
3/18/2008	Cover Short	Call	30,000	$15.00	3/22/2008	$1.7575	$52,725.00
3/18/2008	Short Sell	Call	(50,000)	$17.50	4/19/2008	$0.9482	$(47,410.00)
3/18/2008	Short Sell	Call	(10,000)	$15.00	4/19/2008	$2.3400	$(23,400.00)

Options sold by Clinton Lexington Master Fund, L.P.

Date	Transaction Type	Type	Quantity	Exercise Price	Expiration Date	Unit Price	*Cost()**
3/4/2008	Short Sell	Call	(10,000)	$15.00	3/21/2008	$1.0000	$(10,000.00)
3/5/2008	Short Sell	Call	(10,000)	$15.00	3/21/2008	$1.2500	$(12,500.00)

----------

(*)	Excludes commissions and other execution-related costs

EX-99.5 2 exh99_5.htm LETTER DATED 3/17/08

Page 31 of 41

EXHIBIT 99.5

Barington Companies Equity Partners, L.P.

888 Seventh Avenue, 17th Floor

New York, New York 10019

March 17, 2008

BY TELEFAX AND FEDERAL EXPRESS

Dillard’s, Inc.

1600 Cantrell Road

Little Rock, Arkansas 72201

Attn: Paul J. Schroeder, Jr.

Secretary

Re:

Notice to the Secretary of Intention to Nominate Persons for Election

as Directors at the 2008 Annual Meeting of Stockholders of Dillard’s, Inc.

Dear Mr. Schroeder:

Barington Companies Equity Partners, L.P., a Delaware limited partnership (“Barington”), pursuant to Section 16 of Article III of the By-Laws (the “Bylaws”) of Dillard’s, Inc., a Delaware corporation (the “Company”), hereby notifies you that it intends to nominate four (4) persons for election to the Board of Directors of the Company (the “Board”) as representatives of the holders of the Company’s Class A Common Stock, $0.01 par value per share (the “Class A Common Stock”), at the 2008 Annual Meeting of Stockholders of the Company, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).

This letter, including the Exhibits, Schedules and Annexes attached hereto, is collectively referred to as the “Notice.” The persons Barington intends to nominate for election to the Board at the Annual Meeting are James A. Mitarotonda, Nick White, Charles M. Elson and Eric S. Salus (each a “Nominee” and collectively, the “Nominees”). Barington believes that the Board has fixed the number of directors at twelve (12), with the holders of the Company’s Class A Common Stock empowered as a class to elect one-third of the members of the Board, or four (4) directors, at the Annual Meeting. To the extent that the Company might purport to increase the size of the Board and/or the number of directors representing the holders of the Class A Common Stock, Barington reserves the right to nominate additional nominees (each, an “Additional Nominee”) for election to the Board at the Annual Meeting. Any additional nominations made pursuant to the preceding sentence would be without prejudice to the issue of whether such attempt by the Company to increase the size of the Board and/or the number of directors representing the holders of the Class A Common Stock was valid under the circumstances. Additionally, if, due to death or disability, any Nominee or any Additional Nominee is unable to stand for election at the Annual Meeting, Barington reserves the right to nominate one or more alternate nominees, as applicable, in place of such Nominee or Additional Nominee(s) (each an “Alternate Nominee”). In either event, Barington will give prompt notice to the Company of its intent to nominate any Additional Nominees or Alternate Nominees at the Annual Meeting. Except where the context otherwise requires, the term “Nominee” as used in this Notice shall be deemed to include one or more Additional Nominees or Alternate Nominees, as applicable.

Page 32 of 41

Pursuant to Section 16 of Article III of the Bylaws, the undersigned hereby sets forth the following:

(a)

The stockholder giving this Notice and intending to make the nominations set forth herein is Barington Companies Equity Partners, L.P.

(b) The name and address of Barington, as we believe they appear on the Company’s books, are Barington Companies Equity Partners, L.P., c/o Barington Capital Group, 888 Seventh Avenue, 17th Floor, New York, New York 10019.

(c) Barington is the beneficial owner of 567,830 shares of Class A Common Stock, 1,000 shares of which are held of record. For certain information regarding transactions in securities of the Company by Barington during the past two years, see Schedule A attached hereto.

(d) It is hereby represented that Barington is a holder of record of Class A Common Stock entitled to vote at the Annual Meeting and intends to appear in person or by proxy at the Annual Meeting to nominate the Nominees specified herein.

(e) Barington has jointly filed a Schedule 13D with respect to the Class A Common Stock with certain other entities pursuant to a joint filing agreement. Reference is made to such Schedule 13D initially filed with the Securities and Exchange Commission (the “SEC”) on January 29, 2008, as it has been and may be amended from time to time (the “Schedule 13D”), for information regarding other entities that are or may be deemed to be members in a group described therein (collectively, the “Barington Group”). Certain information concerning Barington and such entities is also set forth in Schedules B-1 and B-2 attached hereto (without, in either case, conceding that any such information is required to be disclosed in this Notice). Barington and such other entities are parties to an agreement with respect to the joint filing of the Schedule 13D and certain other joint conduct. A copy of such agreement has been filed with the SEC as Exhibit 99.3 to the Schedule 13D and is incorporated herein by reference.

(f) Barington Companies Advisors, LLC, an affiliate of Barington, is compensated for its services as the general partner of Barington Investments, L.P. by an affiliate of Millennium Partners, L.P., the limited partner of Barington Investments, L.P.

(g) An affiliate of Barington pays a monthly consulting fee to RJG Capital Management, LLC for certain consulting services it provides to Barington. The arrangement with respect to the foregoing is pursuant to an oral agreement between the parties.

(h) Certain members of the Barington Group and the Nick White Family Revocable Trust have entered into certain publicly traded, American-style call and put option market contracts with unrelated third parties. Further information regarding any such contracts entered into within the past two years is included in Schedules A, B-1 and B-2 attached hereto.

(i) Certain members of the Barington Group have, from time to time, entered into and disposed of cash-settled equity swap or other similar transactions with one or more counterparties, which transactions may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the market value of the Class A Common Stock. Further information regarding any such contracts entered into within the past year is included in Schedule B-2 attached hereto.

Page 33 of 41

(j) Certain members of the Barington Group expect to enter into agreements with each of the Nominees pursuant to which, among other things, such Nominees will be indemnified against certain potential liabilities that might arise in connection with being named as a director nominee and related matters. Such members of the Barington Group also intend to reimburse Messrs. White, Elson and Salus for any costs or expenses incurred by such Nominees in connection with being named on the slate of Nominees for election to the Board of Directors of the Company at the Annual Meeting. There is no written agreement between the parties with respect to the foregoing. No determination has been made as to whether the Nominees will receive any additional consideration.

(k) Certain information regarding each Nominee required to be disclosed pursuant to Section 16 of Article III of the Bylaws is set forth in Exhibits A through D attached hereto.

(l) Each Nominee’s written consent to his nomination, to being named in any Barington proxy statement as a nominee and to serving as a director of the Company if elected is included as Annex A hereto.

In addition to the foregoing, certain information regarding the qualifications of each Nominee responsive to certain criteria said to be considerations for the selection of directors as described in the Company’s Corporate Governance Guidelines is set forth in Exhibits A through D attached hereto (without conceding that any such information is required to be disclosed in this Notice). Certain further information is set forth in Schedule C hereto (without conceding that any such information is required to be disclosed in this Notice). Barington believes that each Nominee has sufficient time available to become acquainted with the Company, to prepare for Board and committee meetings and to attend meetings and expects that, if elected, each Nominee will devote the time and attention necessary to properly discharge his responsibilities as a director. Barington also believes that each Nominee possesses the requisite skills and breadth of business experience to serve as a director of the Company and would be able to assist in achieving a mix of Board members that represents a diversity of background and experience.

The Nominees may make solicitations of proxies. It is anticipated that certain regular employees of members of the Barington Group will participate in any solicitation of proxies in support of the Nominees. Such employees will receive no additional consideration if they assist in the solicitation of proxies. It is anticipated that any proxies would be solicited by mail, courier services, Internet advertising, telephone, facsimile or in person. The Barington Group has retained a proxy solicitation firm for consulting and analytic services and solicitation services in connection with the solicitation of proxies. The terms of such engagement, the anticipated costs involved in the solicitation and number of employees or other agents to be employed have yet to be determined. It is anticipated that the costs related to any solicitation of proxies, including expected expenditures for attorneys, accountants, public relations and financial advisors, proxy solicitors, advertising, printing, transportation and related expenses, will be borne by the Barington Group. To the extent legally permissible, the Barington Group may seek reimbursement from the Company for those expenses if one or more of the Nominees is elected. The Barington Group does not currently intend to submit the question of such reimbursement to a vote of the stockholders.

Except as set forth in this Notice, including the Exhibits and Schedules hereto, to the knowledge of Barington as of the date hereof (i) no Nominee has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past ten years; (ii) no Nominee owns any securities of the Company (or any parent or subsidiary of the Company), directly or indirectly, beneficially or of record, or has purchased or sold any securities of the Company within the past two years, and no associate of any Nominee beneficially owns, directly or indirectly, any securities of the Company; (iii) no Nominee

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is, or was within the past year, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits or the giving or withholding of proxies; (iv) there is no transaction, or series of similar transactions, since February 4, 2007, or any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000 and in which any Nominee or any associate of any Nominee, or any member of the immediate family of any Nominee or of any associate of any Nominee, had, or will have, a direct or indirect material interest; (v) no Nominee or associate of any Nominee has any arrangement or understanding with any person (a) with respect to any future employment with the Company or its affiliates (except in the capacity as a director) or (b) with respect to any future transactions to which the Company or any of its affiliates will or may be a party; (vi) no Nominee has any substantial interest, direct or indirect, in the matters to be acted on at the Annual Meeting, except his interest in being nominated for election as a director, in the case of James A. Mitarotonda, his beneficial ownership of the Company’s Class A Common Stock as reported in Schedule B-2, and as otherwise described herein; (vii) there are no material proceedings in which the Nominees or any of their associates is a party adverse to the Company or any of its subsidiaries, or material proceedings in which such Nominee or any such associate has a material interest adverse to the Company or any of its subsidiaries; (viii) no occupation or employment is or was, during the last five years, carried on by any Nominee with the Company or any corporation or organization which is or was a parent, subsidiary or other affiliate of the Company; (ix) there exist no family relationships between any Nominee and any director or executive officer of the Company; (x) during the last five years, the Nominees were not involved in any of the events described in Item 401(f) of Regulation S-K and that are material to an evaluation of the ability or integrity of any such Nominee to become a director of the Company; and (xi) none of the Nominees or any of their associates has received any cash compensation, cash bonuses, deferred compensation, compensation pursuant to plans, or other compensation, from, or in respect of, services rendered on behalf of the Company that is required to be disclosed under, or is subject to any arrangement described in, Item 402 of Regulation S-K.

Each of the Nominees is an “independent” person as defined in Section 2 of Article III of the By-Laws. Additionally, the Company’s Corporate Governance Guidelines provide that (i) the Board shall have at least three “independent directors,” as defined from time to time by the New York Stock Exchange, by law or by any rule or regulation of any other regulatory body or self-regulatory body applicable to the Company; and (ii) the majority of the directors elected by the Class A Common Stock should be “independent” in accordance with the criteria set forth in the Corporate Governance Guidelines. The Barington Group has no knowledge of any facts that would prevent the determination that each of the Nominees is independent for such purpose. We expect that each Nominee will furnish such other information with respect to such Nominee as the Company may reasonably require to determine the eligibility of such Nominee to serve as a director of the Company (without conceding the validity of any such requirement or request for additional information).

Barington understands that certain information regarding the Annual Meeting (including, but not limited to, the record date, the number of voting shares outstanding and the date, time and place of the Annual Meeting) and the Company (including, but not limited to, its various committees and proposal deadlines, compensation of directors and the beneficial ownership of the Company’s securities) will be set forth in the Company’s proxy statement on Schedule 14A, to be filed with the SEC by the Company with respect to the Annual Meeting, and in certain other SEC filings made or to be made by the Company and third parties under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended. To the extent the Company believes any such information is required to be set forth herein, Barington hereby refers the Company to such filings. Barington accepts no responsibility for any information set forth in any such filings not provided by Barington.

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The Exhibits, Annexes and Schedules attached hereto are hereby incorporated into and made a part of this Notice. Accordingly, all matters disclosed in any part of this Notice, including the Exhibits, Annexes and Schedules, shall be deemed disclosed for all purposes of this Notice. All capitalized terms appearing in one of the Exhibits, Annexes or Schedules that are not defined in such Exhibit, Annex or Schedule shall have the meaning given in the body of this Notice or in another of the Exhibits, Annexes or Schedules, as applicable.

We trust that this Notice complies in all respects with the Bylaws and applicable law. If the Company believes this Notice is incomplete or otherwise deficient in any respect, please notify us in writing immediately of such alleged deficiencies. We reserve the right, following receipt of any such notice, to either challenge, or attempt to cure, any alleged deficiencies. We also reserve the right to give further notice of additional business or nominations to be conducted or made at the Annual Meeting or other meeting of the Company’s stockholders, to revise the nominations described herein, or not to present any one or more nominations described herein.

Please be advised that, notwithstanding the compliance by Barington with the relevant provisions of the Bylaws, neither the delivery of this Notice in accordance with the terms of the Bylaws nor the delivery of additional information, if any, provided by or on behalf of Barington, any other member of the Barington Group, any of their respective affiliates or any of the Nominees to the Company from and after the date hereof shall be deemed to constitute an admission by Barington, any other member of the Barington Group, any of the respective affiliates or any of the Nominees that this Notice is in any way defective or as to the legality or enforceability of any particular provision of the Bylaws or any other matter or a waiver by Barington, any other member of the Barington Group, any of their respective affiliates or any of the Nominees of its right to, in any way, contest or challenge the enforceability thereof or of any other matter.

If this Notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to the nomination of any of the Nominees at the Annual Meeting, or if any individual Nominee shall be unable to serve for any reason, then in addition to any other rights or remedies Barington may have, this Notice shall continue to be effective with respect to the remaining Nominee(s) and as to any replacement Nominee(s) selected by Barington.

We trust that the Board will recognize the interests of all stockholders in holding the Annual Meeting on May 17, 2008, the scheduled date for such meeting according to the Company’s proxy statement for the 2007 annual meeting of stockholders, and will not impose on the Company and its stockholders the expense and other consequences of an attempt to delay the Annual Meeting or the need for action by a court to compel an annual meeting in accordance with Delaware law.

[Remainder of page intentionally left blank]

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Please address any correspondence or questions to Barington Companies Equity Partners, L.P., Attention: James A. Mitarotonda, telephone (212) 974-5700, facsimile (212) 586-7684 (with a copy to our counsel, Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New York 10036, Attention: Peter G. Smith, Esq., telephone 212-715-9401, facsimile 212-715-8000).

Very truly yours,

BARINGTON COMPANIES EQUITY PARTNERS, L.P.

By: Barington Companies Investors, LLC,

its general partner

By: /s/ James A. Mitarotonda

James A. Mitarotonda

Managing Member

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cc:	Dillard’s, Inc.

c/o The Corporation Trust Company

1209 Orange Street

Wilmington, DE 19801

Attention: Secretary

William T. Dillard, II

Chairman of the Board and Chief

Executive Officer

Dillard’s, Inc.

1600 Cantrell Road

Little Rock, AR 72201

Mario Ponce, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

George E. Hall

Clinton Group, Inc.

9 West 57^th Street, 26^th Floor

New York, NY 10019

Peter G. Smith, Esq.

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

Marc Weingarten, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

Daniel Burch

MacKenzie Partners, Inc.

105 Madison Avenue

New York, NY 10016

[Exhibits, Annexes and Schedules Intentionally Omitted]

EX-99.6 3 exh99_6.htm PRESS RELEASE DATED 3/19/08

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EXHIBIT 99.6

FOR IMMEDIATE RELEASE		MEDIA CONTACT:
March 19, 2008		Somna Maraj
		Edelman
		(212) 704-8175

BARINGTON GROUP ANNOUNCES PROXY CONTEST

TO ELECT FOUR DIRECTORS TO THE BOARD OF DILLARD’S, INC.

New York, NY, March 19, 2008 – Barington Capital Group, L.P. announced today that one of its affiliates has notified Dillard’s, Inc. (NYSE: DDS) of its intention to nominate four persons for election to the Board of Directors of the Company at the Company’s 2008 Annual Meeting of Stockholders. The Annual Meeting is currently scheduled to be held on May 17, 2008, with a record date of March 31, 2008. Barington represents a group of investors (the “Barington Group”), which includes Clinton Group, Inc. and certain of its affiliates, that collectively beneficially owns approximately 5.6% of the outstanding Class A Common Stock of the Company.

The Barington Group believes that the Company’s vast value potential is not being realized and lacks confidence in the ability of Dillard’s current Board, which is composed of directors with an average tenure of almost 20 years, to improve shareholder value. Dillard’s stock price has fallen by approximately 54% from June 30, 2007 through the close of trading on March 18, 2008, erasing more than $1.6 billion in shareholder value. In addition, Dillard’s same store sales growth rate has lagged its peer group by an average of nearly 400 basis points per annum over the past five years and the Company has not posted an increase in annual same store sales since 1999. Moreover, Dillard’s has the third worst corporate governance profile of all the companies in the Standard & Poor’s 500 Index, as measured by Institutional Shareholder Services.

The Barington Group believes that if the Company were more effectively managed it would be worth substantially more than its current stock price. As a result, Barington has nominated a slate of four highly qualified individuals for election to the Company’s 12-member Board of Directors. If elected, the Barington Group’s nominees intend to work constructively with the other members of the Dillard’s Board (who are elected by members of the Dillard family by virtue of their control of the Company’s Class B Common Stock) to seek to improve the Company’s operations, profitability, corporate governance and share price performance.

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The Barington nominees are:

James A. Mitarotonda – Mr. Mitarotonda, 53, is the Chairman, President and Chief Executive Officer of Barington Capital Group, L.P. Barington and its principals have substantial experience helping improve shareholder value as an investor in a number of retail, apparel and footwear companies. Mr. Mitarotonda currently serves as a director of A. Schulman, Inc., The Pep Boys – Manny, Moe & Jack and Griffon Corporation.

Charles M. Elson – Mr. Elson, 48, is a leading expert in the area of corporate governance. Mr. Elson has been the Edgar S. Woolard, Jr. Professor of Corporate Governance and the Director of the John L. Weinberg Center for Corporate Governance at the University of Delaware since 2000. Mr. Elson is currently a member of the Board of Directors of AutoZone, Inc. and HealthSouth Corporation. He also serves on the Advisory Board of the National Association of Corporate Directors and is Vice Chairman of the ABA Business Law Section’s Committee on Corporate Governance.

Nick White – Mr. White, 63, has more than 30 years experience in the retail industry. From 1973 through 2000, Mr. White held a number of executive and management level positions at Wal-Mart Stores, Inc., including Executive Vice President and General Manager of Wal-Mart’s Supercenter division and Executive Vice President and General Manager of Sam’s Wholesale Club. Among other accomplishments, Mr. White is credited with helping pioneer total quality management with vendors at Wal-Mart Stores. Mr. White is a director of The Pep Boys – Manny, Moe & Jack and is a member of the Board of Advisors of Williams Foods, Inc. He has also served as a director of Playtex Products, Inc. and Gold Toe Brands, Inc. Mr. White is currently President and Chief Executive Officer of White & Associates, a consulting firm he founded in 2000 that provides services to retailers, suppliers and private equity firms interested in investigating acquisition or investment opportunities in the retail sector.

Eric S. Salus – Mr. Salus, 54, has more than 25 years of experience in the retail industry. From 1997 to 2005, Mr. Salus held a variety of senior executive positions at Federated Department Stores, including President of Macy’s Home Store and President of Bon Macy’s, a department store with 52 stores in five states. Prior to that, he held a variety of merchandising and marketing management positions with Dick’s Sporting Goods and May Department Stores. Mr. Salus is a member of the Board of Directors of Ashworth, Inc. and Oneida Ltd. Mr. Salus is currently the President and Chief Executive Officer of Salus and Associates, a consulting firm that he founded in 2006 that provides services to retailers and wholesalers.

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About Barington Capital Group:

Barington Capital Group, L.P. is an investment firm that, through its affiliates, primarily invests in undervalued, small and mid-capitalization companies. Barington and its principals are experienced value-added investors who have taken active roles in assisting companies in creating or improving shareholder value.

About Clinton Group:

Clinton Group, Inc. is a diversified asset management company, which was formed in 1991 as a registered investment adviser. Throughout its fifteen-year history, Clinton Group has created a risk/return profile in several distinct strategies based primarily on the extraction of relative value and the capturing of arbitrage opportunities. Currently, Clinton Group manages approximately $6 billion in assets.

* * * * *

Barington Companies Equity Partners, L.P. intends to make a preliminary filing with the Securities and Exchange Commission (the “SEC”) of a proxy statement and an accompanying WHITE proxy card to be used to solicit votes for the election of its nominees at the 2008 Annual Meeting of Stockholders of Dillard’s, Inc., a Delaware corporation.

The following persons are anticipated to be, or may be deemed to be, participants in any such proxy solicitation: 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 Lexington Master Fund, L.P., Clinton Group, Inc., George E. Hall, Charles M. Elson, Eric S. Salus and Nick White.

BARINGTON COMPANIES EQUITY PARTNERS, L.P. STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ SUCH PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN THE PROXY SOLICITATION. SUCH PROXY STATEMENT, WHEN FILED, AND ANY OTHER RELEVANT DOCUMENTS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, STOCKHOLDERS MAY ALSO OBTAIN A COPY OF THE PROXY STATEMENT, WHEN FILED, WITHOUT CHARGE, BY CONTACTING BARINGTON’S PROXY SOLICITOR, MACKENZIE PARTNERS, INC., AT ITS TOLL-FREE NUMBER: (800) 322-2885 OR PROXY@MACKENZIEPARTNERS.COM.

Page 41 of 41

INFORMATION REGARDING THE DIRECT OR INDIRECT INTERESTS OF CERTAIN PARTIES ANTICIPATED TO BE, OR WHO MAY BE DEEMED TO BE, PARTICIPANTS IN SUCH POTENTIAL PROXY SOLICITATION IS AVAILABLE IN THE SCHEDULE 14A FILED BY BARINGTON COMPANIES EQUITY PARTNERS, L.P. AND OTHERS WITH THE SEC ON MARCH 19, 2008, A COPY OF WHICH MAY BE OBTAINED AT NO CHARGE ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV.

# # #

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