Edgar Filing: DILLARDS INC

1998 STOCK OPTION PLAN

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 2002

REGISTRATION N0. 333-_____

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DILLARD'S, INC.
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(Exact Name of Registrant as Specified in its Governing Instruments)

DELAWARE 71-0388071
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)

1600 CANTRELL ROAD
LITTLE ROCK, ARKANSAS 72201
501-376-5200
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(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive
Offices)

PAUL J. SCHROEDER, JR. JAMES I. FREEMAN
VICE PRESIDENT AND SENIOR VICE PRESIDENT AND
GENERAL COUNSEL CHIEF FINANCIAL OFFICER
DILLARD'S, INC. DILLARD'S, INC.
1600 CANTRELL ROAD 1600 CANTRELL ROAD
LITTLE ROCK, ARKANSAS 72201 LITTLE ROCK, ARKANSAS 72201
501-376-5200 501-376-5200

MICHAEL E. KARNEY
FRIDAY, ELDREDGE & CLARK
2000 REGIONS CENTER
400 W. CAPITOL AVENUE
LITTLE ROCK, ARKANSAS 72201-3493
501-376-2011
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(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

DILLARD'S, INC.
1998 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
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(Full Title of the Plan)

CALCULATION OF REGISTRATION FEE

PROPOSED
PROPOSED MAXIMUM
TITLE OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
BE REGISTERED(1) REGISTERED(1)(2) PER SHARE(3) PRICE FEE(4)
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Class A Common Stock,
par value $.01 per share 6,000,000 shares $28.46 $170,760,000 $15,709.92

(1) To the extent to which interests in the Plan constitute separate securities, this Registration Statement
shall be deemed to register an indeterminate amount of such interests in the Plan in accordance with
Rule 416(c). This Registration Statement also covers any additional shares of the Registrant's Common
Stock that may hereafter become issuable as a result of the adjustment provisions of the Plan or of the
Common Stock in accordance with Rule 416(a).

(2) The shares of Common Stock offered hereby are offered pursuant to the Dillard's, Inc. 1998 Incentive and
Nonqualified Stock Option Plan.

(3) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, the proposed maximum offering
price per share is the average of the high and low price per share of the Common Stock on May 22, 2002.

(4) Pursuant to Rule 457(h)(2), no registration fee is required with respect to the interests in the Plan.

PART I

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The documents containing the information specified in Part I of Form S-8 will be sent or given to
participants in the 1998 Incentive and Nonqualified Stock Option Plan (the "Plan"), of Dillard's, Inc. and its
subsidiaries (the "Company"), as specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act").

Such documents are not being filed with the Commission, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act. The documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof will be available to participants in the Plan,
without charge, upon written or oral request. Any such request should be directed to either Paul J. Schroeder,
Jr., Vice President and General Counsel, or James I. Freeman, Senior Vice President and Chief Financial Officer,
Dillard's, Inc., 1600 Cantrell Road, Little Rock, Arkansas 72201, telephone 501-376-5200.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(Not Required in Prospectus)

ITEM 3 INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, which have been filed by the Company with the Commission pursuant to the
Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:

(a) The Company's Annual Report on Form 10-K for the year ended February 2, 2002 (File No.
1-6140) and any amendments thereto.

(i) The Company's Registration Statement on Form 8-A dated March 15, 2002 (File
No. 1-6140), and any amendments thereto.

(ii) The Company's Quarterly Report on Form 10-Q for the period ended May 5, 2001
(File No. 1-6140), and any amendments thereto.

(iii) The Company's Quarterly Report on Form 10-Q for the period ended August 4,
2001 (File No. 1-6140), and any amendments thereto.

(iv) The Company's Quarterly Report on Form 10-Q for the period ended November 3,
2001 (File No. 1-6140), and any amendments thereto.

(v) The Company's Proxy Statement on Schedule 14A for the Annual Meeting
of Stockholders held on May 18, 2002 (File No. 1-6140), and any amendments
thereto.

(vi) The Company's Current Report on Form 8-K dated March 21, 2001 (File No.
1-6140).

(vii) The Company's Current Report on Form 8-K dated March 2, 2002 (File No. 1-6140).

(c) The description of the Company's Class A Common Stock contained in the Registration
Statement on Form 8-A filed with the Commission on June 7, 1989, and any amendment or
report filed with the Commission for the purpose of updating such description.

In addition, all documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14
or 15 (d) of the Exchange Act after the date of this Registration Statement and prior to the termination of the
offering shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof
from the date of the filing of such document with the Commission. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded for purposes of the Registration
Statement to the extent that a statement contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein

modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable. The class of securities to be offered is registered under Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

William H. Sutton, a partner in Friday, Eldredge & Clark, beneficially owns or has the right to acquire
27,000 shares of the Company's Class A Common Stock either directly or indirectly through aggregated accounts in
a retirement plan maintained by the law firm. Mr. Sutton is also a director of the Company. Additionally,
Friday, Eldredge & Clark from time to time acts as counsel for the Company in various matters.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law, as amended, provides that a corporation shall have
the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or proceeding, whether civil, criminal, administrative or investigative, by reason of
the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at is
request in such capacity in another corporation or business association, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

Section 102(b)(7) of the Delaware General Corporation Law, as amended, permits a corporation to provide
in its certificate of incorporation that a director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit.

Article IX of the Company's Certificate of Incorporation provides for the elimination of personal
liability of a director for breach of fiduciary duty as permitted by Section 102(b)(7) of the Delaware General
Corporation Law.

Article III of the Company's By-laws, as amended, provides for the indemnification of directors and
officers by the Company.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The exhibits filed as part of this Registration Statement are as follows:

EXHIBIT
NUMBER DESCRIPTION
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4.1 Restated Certificate of Incorporation of Dillard's, Inc. (Incorporated by
reference to Exhibit 3 of the Company's Quarterly Report or Form 10-Q for the
quarter ended August 1, 1992 (File No. 1-6140)).

4.2 Bylaws of Dillard's, Inc. (Incorporated by reference to Exhibit 3.1 of the
Company's Current Report on Form 8-K dated March 2, 2002 (File No. 1-6140)).

4.3 Rights Agreement, dated as of March 2, 2002 between the Company, the Registrar
and the Transfer Company, as Rights Agent (Incorporated by reference to
Exhibit 1 of the Company's Registration Statement on Form 8-A dated March 15,
2002 (File No. 1-6140)).

4.4 Dillard's, Inc. 1998 Incentive and Non-qualified Stock Option Plan
(Incorporated by reference to Exhibit 10(b) of the Company's Annual Report on
Form 10-K for the year ended January 30, 1999 (File No. 1-6140)).

5.1* Opinion of Friday, Eldredge & Clark, LLP.

23.1* Consent of Friday, Eldredge & Clark, LLP (included in Exhibit 5.1).

23.2* Consent of Deloitte & Touche, LLP.

24.1* Powers of Attorney (included as part of the signature page hereto).

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*Filed herewith.

ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

A. (1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any material change to such information in
the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under
the Securities Act, each filing of the Registrant's annual report pursuant to Section 13 (a) or Section 15 (d) of
the Exchange Act (and where applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act, and is, therefore unenforceable in the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of expenses incurred by a
director, officer or controlling person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is
against public policy and as expressed in the Securities Act and will be governed by the final adjudication of
such issue.

SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly
approved, in the City of Little Rock, State of Arkansas, on the 24 day of May, 2002.

DILLARD'S, INC.

By: /s/ James I. Freeman
James I. Freeman
Chief Financial Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and
appoints Paul J. Schroeder and James I. Freeman his true and lawful attorneys-in-fact, each acting alone, with
full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments, including any post-effective amendments, to this Registration
Statement, and to file the same, with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, and hereby ratifying and confirming all that
said attorneys-in-fact or their substitutes, each acting alone, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has
been signed by the following persons in their capacities and on the dates indicated.

SIGNATURE TITLE
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/s/ William Dillard II Chief Executive Officer and Director
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William Dillard II (Principal Executive Officer)

/s/ Alex Dillard President and Director
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Alex Dillard

/s/ Mike Dillard Executive Vice President and Director
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Mike Dillard

/s/ Drue Corbusier Executive Vice President and Director
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Drue Corbusier

/s/ James I. Freeman Senior Vice President and Chief
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James I. Freeman Financial Officer and Director

/s/ Calvin N. Clyde, Jr. Director
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Calvin N. Clyde, Jr.

/s/ Will D. Davis Director
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Will D. Davis

/s/ Robert C. Connor Director
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Robert C. Connor

/s/ William H. Sutton Director
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William H. Sutton

/s/ John paul Hammerschmidt Director
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John Paul Hammerschmidt

/s/ John H. Johnson Director
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John H. Johnson