-----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, FNqbD37/pOuEPyy0kW9j+Ao/iZry8ihqnTe+GMyHz1pHHG903tLm4Qh4UonsWfWO 198I6+Ge4IkyWqFQ+8tqRA== 0001047469-98-026410.txt : 19980707 0001047469-98-026410.hdr.sgml : 19980707 ACCESSION NUMBER: 0001047469-98-026410 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980706 SROS: NYSE GROUP MEMBERS: DILLARDS INC GROUP MEMBERS: MSC ACQUISITIONS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MERCANTILE STORES CO INC CENTRAL INDEX KEY: 0000064923 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 510032941 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-10123 FILM NUMBER: 98660508 BUSINESS ADDRESS: STREET 1: 9450 SEWARD ROAD CITY: FAIRFIELD STATE: OH ZIP: 45014-2230 BUSINESS PHONE: 5138818000 MAIL ADDRESS: STREET 1: 9450 SEWARD ROAD CITY: FAIRFIELD STATE: OH ZIP: 45014 FILED BY: 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: 0131 FILING VALUES: FORM TYPE: SC 14D1/A 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 SC 14D1/A 1 SC 14D1/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) ------------------------ MERCANTILE STORES COMPANY, INC. (Name of Subject Company) MSC ACQUISITIONS, INC. DILLARD'S, INC. (Bidders) COMMON STOCK, $.14 2/3 PAR VALUE PER SHARE (Title of Class of Securities) 587533100 (CUSIP Number of Class of Securities) PAUL J. SCHROEDER, ESQ. VICE PRESIDENT, SECRETARY & GENERAL COUNSEL DILLARD'S, INC. 1600 CANTRELL ROAD LITTLE ROCK, ARKANSAS 72201 TELEPHONE: (501) 376-5200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidders) COPY TO: ALAN G. SCHWARTZ, ESQ. SIMPSON THACHER & BARTLETT 425 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 TELEPHONE: (212) 455-2000 ------------------------ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed on May 21, 1998 and amended and supplemented on June 4, 1998 and June 18, 1998 (as amended and supplemented, the "Schedule 14D-1") relating to the offer by MSC Acquisitions, Inc., a Delaware corporation (the "Purchaser") and a wholly owned subsidiary of Dillard's, Inc., a Delaware corporation (the "Parent"), to purchase all of the outstanding shares of Common Stock, $.14 2/3 par value per share (the "Shares"), of Mercantile Stores Company, Inc., a Delaware corporation (the "Company"), at a purchase price of $80 per Share, net to the seller in cash without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 21, 1998 (the "Offer to Purchase") and in the related Letter of Transmittal. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned to them in the Schedule 14D-1. ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER. Item 5 of the Schedule 14D-1 is hereby amended and supplemented as follows: On July 6, 1998, the Parent issued a press release announcing that it has extended the period during which the Offer will remain open to 12.00 Midnight, New York City Time, on Tuesday, July 21, 1998. Accordingly, the Expiration Date shall be 12.00 Midnight, New York City Time, on Tuesday, July 21, 1998, unless the Offer is further extended. The full text of the press release is set forth in exhibit (a)(10) and is incorporated herein by reference. ITEM 10. ADDITIONAL INFORMATION. Items 10(b), (c) and (e) of the Schedule 14D-1 are hereby amended and supplemented as follows: The information provided in this Amendment No. 3 under Item 5 is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented to add the following: (a)(10) Press Release issued by the Parent on July 6, 1998. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in the Statement is true, complete and correct. DILLARD'S, INC. By: /s/ JAMES I. FREEMAN ----------------------------------------- Name: James I. Freeman Title: SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER MSC ACQUISITIONS, INC. By: /s/ JAMES I. FREEMAN ----------------------------------------- Name: James I. Freeman Title: SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
Date: July 6, 1998 2 EXHIBIT INDEX
EXHIBIT PAGE NO. DESCRIPTION NO. - --------- ------------------------------------------------------------------------------------------------ --------- (a)(10) Press Release issued by the Parent on July 6, 1998.
EX-99 2 EXHIBIT (A)(10)/PRESS RELEASE EXHIBIT (A)(10) News Release Contact: James I. Freeman (501) 376-5980 For Immediate Release DILLARD'S, INC. EXTENDS TENDER OFFER THROUGH JULY 21, 1998 Little Rock, Arkansas, (July 6, 1998)--Dillard's, Inc. ("Dillard's") today announced that it has extended the period during which its tender offer for shares of Mercantile Stores Company, Inc. ("Mercantile") common stock will remain open to 12:00 Midnight, New York City Time, on Tuesday, July 21, 1998. The extension has been made in order to allow additional time for the completion of the review of the transaction by the Federal Trade Commission. As previously announced, the Federal Trade Commission has requested additional information in connection with the parties' Hart-Scott-Rodino filings relating to Dillard's tender offer for all of the outstanding shares of Mercantile. Dillard's has been engaging in discussions with the Federal Trade Commission and expects to satisfactorily resolve any antitrust concerns. As of the close of business on July 2, 1998, approximately 15,922,846 shares of Mercantile common stock had been validly tendered in connection with the offer. -----END PRIVACY-ENHANCED MESSAGE-----