-----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, BMj6pRrGPuu/yPKxNnIXg+NgD2w0pe0hDdFFQFb5QiScpbJWD9PqVM/COEKSi5su 917npC6G8ajHIjhGIAF7tA== 0001047469-98-030987.txt : 19980814 0001047469-98-030987.hdr.sgml : 19980814 ACCESSION NUMBER: 0001047469-98-030987 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980813 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: 98685062 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. 8) ------------------------ 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. 8 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed on May 21, 1998 and amended and supplemented on June 4, 1998, June 8, 1998, July 6, 1998, July 21, 1998, July 28, 1998, August 5, 1998 and August 11, 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. The information provided in this Amendment No. 8 under Item 6 is incorporated herein by reference. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Item 6 of Schedule 14D-1 is hereby amended and supplemented as follows: At 5:00 p.m., New York City time, on Wednesday, August 12, 1998, the Offer expired. Based on information provided by the Depositary, a total of approximately 25,531,051 Shares (including approximately 217,464 Shares subject to guarantee of delivery) were validly tendered and not properly withdrawn pursuant to the Offer. The Purchaser has accepted for payment, and has notified the Depositary to promptly pay for, the tendered and accepted Shares at the purchase price of $80.00 per Share in cash. Pursuant to the Merger Agreement, the Purchaser intends to merge itself into the Company in accordance with the Delaware General Corporation Law as promptly as practicable. As a result of the Merger, the Company will become a wholly owned subsidiary of the Parent and each outstanding Share (other than Shares held in the treasury of the Company, Shares owned by the Parent, the Purchaser or any other direct or indirect subsidiary of the Parent or the Company, and Shares owned by stockholders who choose to dissent and demand appraisal of their Shares) shall be cancelled, extinguished and converted into the right to receive $80.00 per Share in cash, without interest, less any applicable withholding taxes. The consummation of the Offer was publicly announced in a press release issued by the Parent on August 13, 1998, a copy of which is filed as Exhibit 11(a)(15) hereto and incorporated by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented to add the following: (a)(15) Press Release issued by the Parent on August 13, 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: August 13, 1998 EXHIBIT INDEX
EXHIBIT PAGE NO. DESCRIPTION NO. - --------- ------------------------------------------------------------------------------------------------- ----- (a)(15) Press Release issued by the Parent on August 13, 1998.
EX-99.(A)(15) 2 EXHIBIT (A)(15) Exhibit (a)(15) News Release Contact: James I. Freeman (501) 376-5980 DILLARD'S SUCCESSFULLY COMPLETES CASH TENDER OFFER ACQUIRES APPROXIMATELY 98% OF MERCANTILE STORES COMPANY, INC. Little Rock, Arkansas, (August 13, 1998)--Dillard's, Inc. ("Dillard's") today announced that its cash tender offer for all outstanding shares of common stock of Mercantile Stores Company, Inc. ("Mercantile") expired, as scheduled, at 5:00 p.m., New York City time, on Wednesday, August 12, 1998. Dillard's, through its subsidiary making the offer, has accepted for purchase all shares validly tendered and not withdrawn prior to the expiration of the offer. Based on information provided by Harris Trust Company of New York, as depositary, a total of approximately 36,043,339 shares of Mercantile has been acquired by Dillard's (including approximately 217,464 shares subject to guarantee of delivery) out of a total of 36,748,550 shares currently outstanding. Approximately 705,211 shares remained untendered as of the expiration of the tender offer. As a result of the foregoing, Dillard's has acquired more than 90% of Mercantile's outstanding shares, thereby permitting the second step of the acquisition without a meeting of Mercantile's shareholders. In the second step of the acquisition, Mercantile will be merged with a subsidiary of Dillard's and each Mercantile share not previously purchased in the tender offer will be converted into the right to receive $80.00 in cash. The completion of the merger is expected to occur on Tuesday, August 18, 1998. -----END PRIVACY-ENHANCED MESSAGE-----