SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by
the registrant [ ]
Filed by
a party other than the registrant [X]
Check the
appropriate box:
[ ] Preliminary
Proxy Statement
[ ] Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive
Proxy Statement
[ ] Definitive
Additional Materials
[X] Soliciting
Material Under Rule 14a-12
---------------------------------------------------------------------------------------------------------------------
DILLARD’S,
INC.
(Name of
Registrant as Specified in Its Charter)
---------------------------------------------------------------------------------------------------------------------
BARINGTON
COMPANIES EQUITY PARTNERS, L.P., BARINGTON COMPANIES
INVESTORS,
LLC, BARINGTON INVESTMENTS, L.P., BARINGTON COMPANIES
ADVISORS,
LLC, BARINGTON COMPANIES OFFSHORE FUND, LTD., BARINGTON
OFFSHORE
ADVISORS II, LLC, BARINGTON CAPITAL GROUP, L.P., LNA CAPITAL
CORP.,
JAMES A. MITAROTONDA, RJG CAPITAL PARTNERS, L.P., RJG CAPITAL
MANAGEMENT,
LLC, RONALD J. GROSS, CLINTON MULTISTRATEGY MASTER
FUND,
LTD., CLINTON SPECIAL OPPORTUNITIES MASTER FUND, LTD., CLINTON
MAGNOLIA
MASTER FUND, LTD., CLINTON LEXINGTON MASTER FUND, L.P.,
CLINTON
GROUP, INC., GEORGE E. HALL, CHARLES M. ELSON, ERIC S. SALUS AND
NICK
WHITE
(Name of
Person(s) Filing Proxy Statement if Other Than the Registrant)
_____________________________________________________________________________
Payment
of Filing Fee (Check the appropriate box):
[X] No
fee required.
[ ] Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of
each class of securities to which transaction applies:
1
(2) Aggregate
number of securities to which transaction applies:
(3) Per unit
price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state
how it was determined):
(4) Proposed
maximum aggregate value of transaction:
(5) Total fee
paid:
[ ] Fee
paid previously with preliminary materials.
[ ] Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount
Previously Paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
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FOR
IMMEDIATE
RELEASE MEDIA
CONTACT:
March 19,
2008 Somna
Maraj
Edelman
(212)
704-8175
BARINGTON
GROUP ANNOUNCES PROXY CONTEST
TO
ELECT FOUR DIRECTORS TO THE BOARD OF DILLARD’S, INC.
New York,
NY, March 19, 2008 – Barington Capital Group, L.P. announced today that one of
its affiliates has notified Dillard’s, Inc. (NYSE: DDS) of its intention to
nominate four persons for election to the Board of Directors of the Company at
the Company’s 2008 Annual Meeting of Stockholders. The Annual Meeting
is currently scheduled to be held on May 17, 2008, with a record date of March
31, 2008. Barington represents a group of investors (the “Barington
Group”), which includes Clinton Group, Inc. and certain of its affiliates, that
collectively beneficially owns approximately 5.6% of the outstanding Class A
Common Stock of the Company.
The
Barington Group believes that the Company’s vast value potential is not being
realized and lacks confidence in the ability of Dillard’s current Board, which
is composed of directors with an average tenure of almost 20 years, to improve
shareholder value. Dillard’s stock price has fallen by approximately
54% from June 30, 2007 through the close of trading on March 18, 2008, erasing
more than $1.6 billion in shareholder value. In addition, Dillard’s
same store sales growth rate has lagged its peer group by an average of nearly
400 basis points per annum over the past five years and the Company has not
posted an increase in annual same store sales since 1999. Moreover,
Dillard’s has the third worst corporate governance profile of all the companies
in the Standard & Poor’s 500 Index, as measured by Institutional Shareholder
Services.
The
Barington Group believes that if the Company were more effectively managed it
would be worth substantially more than its current stock price. As a
result, Barington has nominated a slate of four highly qualified individuals for
election to the Company’s 12-member Board of Directors. If elected,
the Barington Group’s nominees intend to work constructively with the other
members of the Dillard’s Board (who are elected by members of the Dillard family
by virtue of their control of the Company’s Class B Common Stock) to seek to
improve the Company’s operations, profitability, corporate governance and share
price performance.
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The
Barington nominees are:
James A. Mitarotonda – Mr.
Mitarotonda, 53, is the Chairman, President and Chief Executive Officer of
Barington Capital Group, L.P. Barington and its principals have
substantial experience helping improve shareholder value as an investor in a
number of retail, apparel and footwear companies. Mr. Mitarotonda
currently serves as a director of A. Schulman, Inc., The Pep Boys – Manny, Moe
& Jack and Griffon Corporation.
Charles M. Elson – Mr.
Elson, 48, is a leading
expert in the area of corporate governance. Mr. Elson has been the
Edgar S. Woolard, Jr. Professor of Corporate Governance and the Director of the
John L. Weinberg Center for Corporate Governance at the University of Delaware
since 2000. Mr. Elson is currently a member of the Board of Directors
of AutoZone, Inc. and HealthSouth Corporation. He also serves on the
Advisory Board of the National Association of Corporate Directors and is Vice
Chairman of the ABA Business Law Section’s Committee on Corporate
Governance.
Nick White – Mr. White, 63, has more
than 30 years experience in the retail industry. From 1973 through
2000, Mr. White held a number of executive and management level positions at
Wal-Mart Stores, Inc., including Executive Vice President and General Manager of
Wal-Mart’s Supercenter division and Executive Vice President and General Manager
of Sam's Wholesale Club. Among other accomplishments, Mr. White
is credited with helping pioneer total quality management with vendors at
Wal-Mart Stores. Mr. White is a director of The Pep Boys – Manny, Moe
& Jack and is a member of the Board of Advisors of Williams Foods,
Inc. He has also served as a director of Playtex Products, Inc. and
Gold Toe Brands, Inc. Mr. White is currently President and Chief
Executive Officer of White & Associates, a consulting firm he founded in
2000 that provides services to retailers, suppliers and private equity firms
interested in investigating acquisition or investment opportunities in the
retail sector.
Eric S. Salus – Mr. Salus,
54, has more than 25
years of experience in the retail industry. From 1997 to 2005, Mr.
Salus held a variety of senior executive positions at Federated Department
Stores, including President of Macy’s Home Store and President of Bon Macy’s, a
department store with 52 stores in five states. Prior to that, he
held a variety of merchandising and marketing management positions with Dick’s
Sporting Goods and May Department Stores. Mr. Salus is a member
of the Board of Directors of Ashworth, Inc. and Oneida Ltd. Mr. Salus
is currently the President and Chief Executive Officer of Salus and Associates,
a consulting firm that he founded in 2006 that provides services to retailers
and wholesalers.
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About
Barington Capital
Group:
Barington
Capital Group, L.P. is an investment firm that, through its affiliates,
primarily invests in undervalued, small and mid-capitalization
companies. Barington and its principals are experienced value-added
investors who have taken active roles in assisting companies in creating or
improving shareholder value.
About
Clinton
Group:
Clinton
Group, Inc. is a diversified asset management company, which was formed in 1991
as a registered investment adviser. Throughout its fifteen-year
history, Clinton Group has created a risk/return profile in several distinct
strategies based primarily on the extraction of relative value and the capturing
of arbitrage opportunities. Currently, Clinton Group manages
approximately $6 billion in assets.
* * * * *
Barington
Companies Equity Partners, L.P. intends to make a preliminary filing with the
Securities and Exchange Commission (the “SEC”) of a proxy statement and an
accompanying WHITE proxy card to be used to solicit votes for the election of
its nominees at the 2008 Annual Meeting of Stockholders of Dillard’s, Inc., a
Delaware corporation.
The
following persons are anticipated to be, or may be deemed to be, participants in
any such proxy solicitation: Barington Companies Equity Partners,
L.P., Barington Companies Investors, LLC, Barington Investments, L.P., Barington
Companies Advisors, LLC, Barington Companies Offshore Fund, Ltd., Barington
Offshore Advisors II, LLC, Barington Capital Group, L.P., LNA Capital Corp.,
James A. Mitarotonda, RJG Capital Partners, L.P., RJG Capital Management, LLC,
Ronald J. Gross, Clinton Multistrategy Master Fund, Ltd., Clinton Special
Opportunities Master Fund, Ltd., Clinton Magnolia Master Fund, Ltd., Clinton
Lexington Master Fund, L.P., Clinton Group, Inc., George E. Hall, Charles M.
Elson, Eric S. Salus and Nick White.
BARINGTON
COMPANIES EQUITY PARTNERS, L.P. STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY
TO READ SUCH PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN THE
PROXY SOLICITATION. SUCH PROXY STATEMENT, WHEN FILED, AND ANY OTHER
RELEVANT DOCUMENTS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT
HTTP://WWW.SEC.GOV. IN ADDITION, STOCKHOLDERS MAY ALSO OBTAIN A COPY
OF THE PROXY STATEMENT, WHEN FILED, WITHOUT CHARGE, BY CONTACTING BARINGTON’S
PROXY SOLICITOR, MACKENZIE PARTNERS, INC., AT ITS TOLL-FREE NUMBER: (800)
322-2885 OR PROXY@MACKENZIEPARTNERS.COM.
INFORMATION
REGARDING THE DIRECT OR INDIRECT INTERESTS OF CERTAIN PARTIES ANTICIPATED TO BE,
OR WHO MAY BE DEEMED TO BE, PARTICIPANTS IN SUCH POTENTIAL PROXY SOLICITATION IS
AVAILABLE IN THE SCHEDULE 14A FILED BY BARINGTON COMPANIES EQUITY PARTNERS, L.P.
AND OTHERS WITH THE SEC ON MARCH 19, 2008, A COPY OF WHICH MAY BE OBTAINED AT NO
CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV.
#
# #
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CERTAIN
INFORMATION CONCERNING PARTICIPANTS
INFORMATION
REGARDING THE DIRECT OR INDIRECT INTERESTS OF CERTAIN PARTIES ANTICIPATED TO BE,
OR WHO MAY BE DEEMED TO BE, PARTICIPANTS IN THE POTENTIAL PROXY
SOLICITATION IS AS FOLLOWS:
As of
March 18, 2008, Barington Companies Equity Partners, L.P. beneficially owns an
aggregate of 656,030 shares of Class A common stock, par value $0.01 per share
(the “Common Stock”) of the Dillard’s, Inc., which includes 88,200 shares of
Common Stock subject to call options, representing approximately
0.92% of the shares of Common Stock presently outstanding based upon the
71,155,347 shares of Common Stock reported by the Company to be issued and
outstanding as of December 1, 2007 in its Form 10-Q filed with the SEC on
December 5, 2007 (the “Issued and Outstanding Shares”). As of March
18, 2008, Barington Investments, L.P. beneficially owns 434,307 shares of Common
Stock, which includes 58,200 shares of Common Stock subject to call
options, representing
approximately 0.61% of the Issued and Outstanding Shares. As of March
18, 2008, Barington Companies Offshore Fund, Ltd. beneficially owns 1,144,532
shares of Common Stock, which includes 153,600 shares of Common Stock subject to
call options, representing approximately 1.61% of the Issued and Outstanding
Shares. As the general partner of Barington Companies Equity
Partners, L.P., Barington Companies Investors, LLC may be deemed to beneficially
own the 656,030 shares of Common Stock beneficially owned by Barington Companies
Equity Partners, L.P., which includes 88,200 shares of Common Stock subject to
call options, representing approximately
0.92% of the Issued and Outstanding Shares. As the general partner of
Barington Investments, L.P., Barington Companies Advisors, LLC may be deemed to
beneficially own the 434,307 shares of Common Stock beneficially owned by
Barington Investments, L.P., which includes 58,200 shares of Common Stock
subject to call options, representing approximately 0.61% of the Issued and
Outstanding Shares. As the investment advisor to Barington Companies
Offshore Fund, Ltd., Barington Offshore Advisors II, LLC may be deemed to
beneficially own the 1,144,532 shares of Common Stock beneficially owned by
Barington Companies Offshore Fund, Ltd., which includes 153,600 shares of Common
Stock subject to call options, representing approximately 1.61% of the Issued
and Outstanding Shares. As the majority member of Barington Companies
Investors, LLC, Barington Companies Advisors, LLC and Barington Offshore
Advisors II, LLC, Barington Capital Group, L.P. may be deemed to beneficially
own the 656,030 shares of Common Stock beneficially owned by Barington Companies
Equity Partners, L.P., the 434,307 shares of Common Stock beneficially owned by
Barington Investments, L.P. and the 1,144,532 shares of Common Stock
beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an
aggregate of 2,234,869 shares of Common Stock, including an aggregate of 300,000
shares of Common Stock subject to call options, representing approximately 3.14%
of the Issued and Outstanding Shares. As the general partner of
Barington Capital Group, L.P., LNA Capital Corp. may be deemed to beneficially
own the 656,030 shares of Common Stock beneficially owned by Barington Companies
Equity Partners, L.P., the 434,307 shares of Common Stock beneficially owned by
Barington Investments, L.P. and the 1,144,532 shares of Common Stock
beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an
aggregate of 2,234,869 shares of Common Stock, including an aggregate of 300,000
shares of Common Stock subject to call options, representing approximately 3.14%
of the Issued and Outstanding Shares. As the sole stockholder and
director of LNA Capital Corp., James A. Mitarotonda may be deemed to
beneficially own the 656,030 shares of Common Stock beneficially owned by
Barington Companies Equity Partners, L.P., the 434,307 shares of Common Stock
beneficially owned by Barington Investments, L.P. and the 1,144,532 shares of
Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd.,
constituting an aggregate of 2,234,869 shares of Common Stock, including an
aggregate of 300,000 shares of Common Stock subject to call options,
representing approximately 3.14% of the Issued and Outstanding
Shares. Mr. Mitarotonda has sole voting and dispositive power
with respect to the 656,030 shares of Common Stock beneficially owned by
Barington Companies Equity Partners, L.P., which includes 88,200 shares of
Common Stock subject to call options, the 434,307 shares of
Common Stock beneficially owned by
i
Barington
Investments, L.P., which includes 58,200 shares of Common Stock subject to call
options, and the 1,144,532 shares of Common Stock beneficially owned by
Barington Companies Offshore Fund, Ltd., which includes 153,600 shares of Common
Stock subject to call options. Mr. Mitarotonda disclaims beneficial
ownership of any such shares except to the extent of his pecuniary interest
therein.
As of
March 18, 2008, RJG Capital Partners, L.P. beneficially owns 11,500 shares of
Common Stock, representing approximately 0.02% of the Issued and Outstanding
Shares. As the general partner of RJG Capital Partners, L.P., RJG
Capital Management, LLC may be deemed to beneficially own the 11,500 shares
owned by RJG Capital Partners, L.P., representing approximately 0.02% of the
Issued and Outstanding Shares. As the managing member of RJG Capital
Management, LLC, which in turn is the general partner of RJG Capital Partners,
L.P., Mr. Gross may be deemed to beneficially own the 11,500 shares owned by RJG
Capital Partners, L.P., representing approximately 0.02% of the Issued and
Outstanding Shares. Mr. Gross has sole voting and dispositive power
with respect to the 11,500 shares owned by RJG Capital Partners, L.P. by virtue
of his authority to vote and dispose of such shares. Mr. Gross
disclaims beneficial ownership of any such shares except to the extent of his
pecuniary interest therein.
As of
March 18, 2008, Clinton Multistrategy Master Fund, Ltd. beneficially owns
463,200 shares of Common Stock, representing approximately 0.65% of the Issued
and Outstanding Shares. As of March 18, 2008, Clinton Special
Opportunities Master Fund, Ltd. beneficially owns 20,000 shares of Common Stock
subject to call options, representing approximately 0.03% of the Issued and
Outstanding Shares. As of March 18, 2008, Clinton Magnolia Master
Fund, Ltd. beneficially owns 1,123,500 shares of Common Stock, representing
approximately 1.58% of the Issued and Outstanding Shares. As of March
18, 2008, Clinton Lexington Master Fund, L.P. beneficially owns 149,700 shares
of Common Stock, representing approximately 0.21% of the Issued and Outstanding
Shares. By virtue of investment management agreements with each of
Clinton Multistrategy Master Fund, Ltd., Clinton Special Opportunities Master
Fund, Ltd., Clinton Magnolia Master Fund, Ltd. and Clinton Lexington Master
Fund, L.P., Clinton Group, Inc. may be deemed to beneficially own the 463,200
shares of Common Stock beneficially owned by Clinton Multistrategy Master Fund,
Ltd., the 20,000 shares of Common Stock subject to call options beneficially
owned by Clinton Special Opportunities Master Fund, Ltd., the 1,123,500 shares
of Common Stock beneficially owned by Clinton Magnolia Master Fund, Ltd. and the
149,700 shares of Common Stock beneficially owned by Clinton Lexington Master
Fund, L.P., constituting an aggregate of 1,756,400 shares of Common Stock,
including an aggregate of 20,000 shares of Common Stock subject to call options,
representing approximately 2.47% of the Issued and Outstanding
Shares. By virtue of his direct and indirect control of Clinton
Group, Inc., Mr. Hall may be deemed to beneficially own the 463,200 shares of
Common Stock beneficially owned by Clinton Multistrategy Master Fund, Ltd., the
20,000 shares of Common Stock subject to call options beneficially owned by
Clinton Special Opportunities Master Fund, Ltd., the 1,123,500 shares of Common
Stock beneficially owned by Clinton Magnolia Master Fund, Ltd. and the 149,700
shares of Common Stock beneficially owned by Clinton Lexington Master Fund,
L.P., constituting an aggregate of 1,756,400 shares of Common Stock, including
an aggregate of 20,000 shares of Common Stock subject to call options,
representing approximately 2.47% of the Issued and Outstanding
Shares. By virtue of investment management agreements with each of
Clinton Multistrategy Master Fund, Ltd., Clinton Special Opportunities Master
Fund, Ltd., Clinton Magnolia Master Fund, Ltd. and Clinton Lexington Master
Fund, L.P., Clinton Group, Inc. has the power to vote or direct the voting, and
to dispose or direct the disposition, of the 463,200 shares of Common Stock
beneficially owned by Clinton Multistrategy Master Fund, Ltd., the 20,000 shares
of Common Stock subject to call options beneficially owned by Clinton Special
Opportunities Master Fund, Ltd., the 1,123,500 shares of Common Stock
beneficially owned by Clinton Magnolia Master Fund, Ltd., and the 149,700 shares
of Common Stock beneficially owned by Clinton Lexington Master Fund,
L.P. By virtue of his direct and indirect control of Clinton Group,
Inc., Mr. Hall is deemed to have shared voting power and shared dispositive
power with respect to all shares of Common Stock as to which Clinton Group, Inc.
has voting power or dispositive power. Accordingly, Clinton Group,
Inc. and Mr. Hall are deemed to have shared voting and shared dispositive power
with respect to the 463,200 shares of Common Stock beneficially owned by Clinton
Multistrategy Master Fund, Ltd., the 20,000 shares of Common Stock subject to
call options beneficially owned by
ii
Clinton
Special Opportunities Master Fund, Ltd., the 1,123,500 shares of Common Stock
beneficially owned by Clinton Magnolia Master Fund, Ltd., and the 149,700 shares
of Common Stock beneficially owned by Clinton Lexington Master Fund,
L.P. Mr. Hall disclaims beneficial ownership of any such shares
except to the extent of his pecuniary interest therein.
The persons listed above do not believe
that certain of the foregoing information is called for by the Items of Schedule
14A and are disclosing it for supplemental informational purposes
only. Information with respect to each of the persons is given solely
by such person and no person shall have responsibility for the accuracy or
completeness of information supplied by another person.
iii