UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 31, 2014
DILLARD’S,
INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-6140 | 71-0388071 |
|
(State or Other Jurisdiction of
Incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
|
1600 Cantrell Road
Little Rock, Arkansas |
72201 | |
| (Address of principal executive offices) | (Zip Code) |
(501) 376-5200
(Registrant's telephone number,
including
area code)
Not Applicable
(Former name or former
address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On March 31, 2014, Dillard’s, Inc. (the “Company”) and a subsidiary, Dillard Investment Co., Inc., entered into a Credit Card Program Agreement (the “Program Agreement”) with Wells Fargo Bank, N.A. (“Wells Fargo”). A copy of the Company's press release announcing the Program Agreement is filed with this report as Exhibit 99.1 and is incorporated herein by reference. The description of the material terms of the Program Agreement is qualified in its entirety by the Program Agreement, which will be filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2014.
The program will commence on the date (the “Effective Date”) of the consummation of the purchase by Wells Fargo of the existing Dillard’s-branded private label and co-branded credit card portfolio, which is expected to occur on or around the expiration date of the Company’s current credit card program agreement (the “Current Agreement”) in the fourth quarter of 2014. On March 31, 2014, the Company provided written notice of non-renewal under the Current Agreement. The Current Agreement is filed as Exhibit 10.1 to the Company’s Form 8-K dated as of August 12, 2004 and is incorporated by reference herein.
Pursuant to the Program Agreement, Wells Fargo will offer co-branded credit cards and private label credit cards to new and existing customers of the Company. In addition, Wells Fargo will provide customer service functions and support certain Company marketing and loyalty program activities related to the card program. From and after the Effective Date, the Company will be entitled to monthly compensation payments under the Program Agreement.
The term of the Program Agreement is ten years from the Effective Date, with automatic extensions for successive one year terms unless the Program Agreement is terminated by Wells Fargo or the Company. The Program Agreement contains customary representations, warranties and covenants, including a covenant to work towards completion of the Purchase Agreement and the purchase contemplated thereby, as well as indemnification, exclusivity, confidentiality, data sharing and security and termination provisions.
| Item 1.02 | Termination of a Material Definitive Agreement |
The information in the second paragraph of Item 1.01 is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this report.
| Exhibit Number | Description | |
| 99.1 | Press release dated April 1, 2014. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DILLARD’S, INC.
Dated: April 2, 2014
| /s/ James I. Freeman | |
| James I. Freeman | |
| Senior Vice President & Chief Financial Officer | |
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Press release dated April 1, 2014. |
Exhibit 99.1
Wells Fargo and Dillard’s Announce New Credit Card Agreement
Wells Fargo will fund, issue and service Dillard’s credit cards
SAN FRANCISCO & LITTLE ROCK, Ark.--(BUSINESS WIRE)--April 1, 2014--Wells Fargo & Company (NYSE: WFC) and Dillard’s, Inc. (NYSE: DDS) (“Dillard’s”) announced today that the two companies have entered into an agreement for Wells Fargo to fund, issue and service Dillard’s-branded private label and co-brand credit cards. Wells Fargo will also manage the cardholder loyalty program for Dillard’s.
The program agreement has a 10-year term and is anticipated to become operational in the fourth quarter of 2014, following the scheduled expiration of Dillard’s current program agreement. Financial terms of the agreement were not disclosed. Dillard’s management believes its earnings from the new program exclusive of startup costs will be comparable to its historical earnings from the Dillard’s branded credit card products and believes that earnings will increase with future program growth.
“Wells Fargo is pleased to partner with Dillard’s, a renowned retailer with one of the largest private label and co-brand credit card programs in the sector and a longstanding customer of our bank,” said Tom Wolfe, head of Wells Fargo’s Consumer Credit Solutions. “We are honored to expand our relationship with a business that shares our commitment to providing significant benefits and experiences to customers, so they feel appreciated for the relationships they have with us. We look forward to bringing Wells Fargo’s proven marketing and underwriting capabilities as well as new rewards strategies to Dillard’s so together we can deliver great value to customers.”
“We are truly happy to announce this new agreement with Wells Fargo, one of the strongest and most reputable banks in the country,” said Dillard’s President Alex Dillard. “We are pleased with this new partnership on many levels, from the financial arrangements to our shared vision for future program growth. We talked with a number of potential bank partners and we believe Wells Fargo’s vision for the success of our credit card program is completely aligned with ours. We are looking forward to a very rewarding partnership with Wells Fargo.”
Through its Retail Services division in Consumer Credit Solutions, Wells Fargo offers consumer private label and credit cards to retailers throughout the United States. With more than 50 years of experience in the consumer finance industry, Wells Fargo credit programs are offered at 30,000 merchant locations nationwide.
Greenhill & Co. and First Annapolis Consulting, Inc. served as financial advisors and Simpson Thacher & Bartlett served as legal counsel to Dillard’s in connection with the agreement.
About Wells Fargo
Wells Fargo & Company (NYSE: WFC) is a nationwide, diversified, community-based financial services company with $1.5 trillion in assets. Founded in 1852 and headquartered in San Francisco, Wells Fargo provides banking, insurance, investments, mortgage, and consumer and commercial finance through more than 9,000 locations, 12,000 ATMs, and the internet (wellsfargo.com), and has offices in 36 countries to support customers who conduct business in the global economy. With more than 264,000 team members, Wells Fargo serves one in three households in the United States. Wells Fargo & Company was ranked No. 25 on Fortune’s 2013 rankings of America’s largest corporations. Wells Fargo’s vision is to satisfy all our customers’ financial needs and help them succeed financially. Wells Fargo perspectives are also available at blogs.wellsfargo.com.
About Dillard’s
Dillard's, Inc. ranks among the nation's largest fashion apparel, cosmetics and home furnishings retailers with annual sales exceeding $6.5 billion. The Company focuses on delivering maximum fashion and value to its shoppers by offering compelling selections complemented by exceptional customer care. Dillard's stores offer a broad selection of merchandise and feature products from both national and exclusive brand sources. The Company operates 278 Dillard's locations and 18 clearance centers spanning 29 states plus an Internet store at www.dillards.com.
Cautionary Statement About Forward-Looking Statements
This news release contains forward-looking statements. These statements are based on the current beliefs and expectations of management of Wells Fargo and Dillard’s and are subject to significant risks and uncertainties. Do not unduly rely on forward-looking statements as actual results could differ materially from expectations. Forward-looking statements speak only as of the date made, and we do not undertake to update them to reflect changes or events that occur after that date. For information about factors that could cause actual results to differ materially from expectation, refer to Wells Fargo & Company’s and Dillard’s reports filed with the Securities and Exchange Commission and available at www.sec.gov.
CONTACT:
Dillard’s Media & Investors:
Julie
Johnson Bull, 501-376-5965
julie.bull@dillards.com
or
Wells
Fargo Media:
Kate Pulley, 917-260-1673
catherine.b.pulley-dennison@wellsfargo.com
or
Wells
Fargo Investors:
Jim Rowe, 415-396-8216
jim.rowe@wellsfargo.com