-----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, S/b54K0VaFKsesU3+JhM4CDQqu6+dggk/YcsJFTDDaFpzA1Nzuo73Gek20Ph2kb1 +tgiYOHwE2h+MJ1jOlOEOw== 0001047469-98-023074.txt : 19980608 0001047469-98-023074.hdr.sgml : 19980608 ACCESSION NUMBER: 0001047469-98-023074 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980605 SROS: NYSE 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: 98642917 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: DILLARD DEPARTMENT STORES 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 SC 14D1/A 1 SCHEDULE 14D-1/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. 1) ------------------------ 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 ------------------------ Amount Previously Paid: $598,728 Form or Registration No.: Schedule 14d-1 Filing Party: Dillard's, Inc. and MCS Acquisitions, Inc. Date Filed: June 4, 1998 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed on May 21, 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 10. ADDITIONAL INFORMATION. Items 10(b), (c) and (e) of the Schedule 14D-1 are hereby amended and supplemented as follows: On June 4, 1998, Parent issued a press release announcing the receipt of a request by the Federal Trade Commission for additional information in connection with the Parent's HSR Act filing and Parent's filing of a Change of Control Notice with the Office of the Comptroller of the Currency. The full text of the press release is set forth in Exhibit (a)(9) hereto and is incorporated herein by reference. Item 10(b) and (e) of the Schedule 14D-1 is hereby amended and supplemented as follows: As a result of the Merger, Parent will indirectly acquire Mercantile Stores National Bank ("MSNB"), the Company's credit card bank. Under the Federal Change in Bank Control Act and the regulations promulgated thereunder by the Office of the Comptroller of the Currency (the "OCC"), certain transactions, such as the indirect acquisition of MSNB, require the filing of a notice with the OCC. As such, on June 3, 1998, Parent filed a Notice of Change in Control with the OCC with respect to MSNB. Such transactions may be consummated at the expiration of a statutory time period (generally 60 days but such period could be shortened or extended by the OCC). The parties expect to receive approval from the OCC and currently expect to receive such approval during the period in which the parties seek HSR Act clearance from the Federal Trade Commission. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented to add the following: (a)(9) Press Release issued by the Parent on June 4, 1998. 1 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this 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: June 6, 1998 2 EXHIBIT INDEX
EXHIBIT PAGE NO. DESCRIPTION NO. - --------- ----------------------------------------------------------------------------- --------- (a)(9) Press Release issued by the Parent on June 4, 1998.
3 EX-9.(A) 2 EX.(A)(9)/PRESS RELEASE EXHIBIT (A)(9) PRESS RELEASE NEWS RELEASE For Immediate Release DILLARD'S INC. AND MERCANTILE STORES COMPANY RECEIVE SECOND REQUEST FROM FEDERAL TRADE COMMISSION Little Rock, Arkansas, (June 4, 1998)--Dillard's Inc. ("Dillard's") and Mercantile Stores Company, Inc. ("Mercantile") said that the Federal Trade Commission has requested additional information in connection with Dillard's Hart-Scott-Rodino filing relating to its tender offer for all of the outstanding shares of Mercantile. William Dillard, II, Chief Executive Officer of Dillard's, said: "This request was expected. We have previously indicated that if the Federal Trade Commission raises antitrust concerns, we are prepared to work with the Federal Trade Commission to deal with such concerns." In addition, Dillard's announced that it has filed a Change in Bank Control Notice with the Office of the Comptroller of the Currency ("OCC") with respect to the acquisition of Mercantile's credit card bank. Dillard's currently expects to receive approval from the OCC for the transfer during the period that it seeks Hart-Scott-Rodino clearance from the Federal Trade Commission, such transfer to become effective upon consummation of the parties' proposed merger. -----END PRIVACY-ENHANCED MESSAGE-----