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): August 7, 2004
DILLARD'S, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-6140 71-0388071
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification Number)
incorporation)
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)
Item 2. Acquisition or Disposition of Assets.
On August 7, 2004, Dillard's, Inc. ("Dillard's") and Dillard National Bank,
the private label credit card subsidiary of Dillard's ("DNB"), entered into a
Purchase, Sale and Servicing Transfer Agreement (the "Purchase Agreement")
with General Electric Capital Corporation ("GECC") and GE Capital Consumer
Card Co. ("GE Consumer"). Pursuant to the Purchase Agreement, Dillard's and
DNB will sell substantially all of the assets of DNB to GE Consumer for
approximately $1.25 billion, which amount includes the assumption of $400
million of securitization liabilities, the purchase of owned accounts
receivable and a premium. Dillard's and GE Consumer will also form a long-term
marketing and servicing alliance under a Private Label Credit Card Program
Agreement (the "Program Agreement") having an initial term of ten years. The
transaction has been approved by both companies and is expected to close by
the end of the current fiscal year, subject to customary regulatory review and
closing conditions. A copy of the Dillard's press release announcing the
execution of the Purchase Agreement is filed with this report as Exhibit 99.1
and is incorporated herein by reference. The schedules and annexes to each of
the Purchase Agreement and the Program Agreement have been omitted from
Exhibits 2.1 and 10.1 hereto, respectively. Dillard's hereby agrees to furnish
supplementally a copy of any omitted schedule or annex to the Purchase
Agreement or the Program Agreement to the Securities and Exchange Commission
upon its request.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
2.1 Purchase, Sale and Servicing Transfer Agreement, dated as
of August 7, 2004, among Dillard's, Inc., Dillard National
Bank, General Electric Capital Corporation and GE Capital
Consumer Card Co.
10.1 Private Label Credit Card Program Agreement, dated as of
August 7, 2004, by and between Dillard's, Inc. and GE
Capital Consumer Card Co.
99.1 Press release dated August 8, 2004
SIGNATURES
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.
Date: August 12, 2004 DILLARD'S, INC.
By: /s/ James I. Freeman
--------------------------------------
Name: James I. Freeman
Title: Senior Vice-President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Description
2.1 Purchase, Sale and Servicing Transfer Agreement, dated as of
August 7, 2004, among Dillard's, Inc., Dillard National Bank,
General Electric Capital Corporation and GE Capital Consumer
Card Co.
10.1 Private Label Credit Card Program Agreement, dated as of August 7,
2004, by and between Dillard's, Inc. and GE Capital Consumer Card
Co.
99.1 Press release dated August 8, 2004