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): January 27, 2006
Dillard's, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-6140 71-0388071
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(Commission File Number) (I.R.S. Employer
Identification No.)
1600 Cantrell Road
Little Rock, Arkansas 72201
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(Address of Principal Executive Offices) (Zip Code)
(501) 376-5200
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.06 Material Impairments.
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On January 27, 2006, Dillard Store Services, Inc. an indirect wholly-owned
subsidiary of Dillard's, Inc. (the "Company") completed the disposition of all
of the outstanding capital stock of WMI Acquisition, Inc. ("WMI"), an indirect
wholly-owned subsidiary of the Company, to HDP Properties, Inc. ("HDP"). MMC
Acquisition, Inc., a wholly-owned subsidiary of WMI owned all of the member
interests in three Delaware limited liability companies ("the LLC's") who held
seven parcels of real property and related buildings (the "Properties"). The
purchase price paid by HDP consisted of $14 million in cash and a $3 million
promissory note. The Company estimates that it will record in the fourth quarter
of fiscal 2005 a pre-tax loss on the sale of the capital stock of WMI in the
amount of approximately $30 million. No amount of the loss will result in future
cash expenditures. In connection with the transaction, various subsidiaries of
the Company entered into a lease agreement dated January 27, 2006 with the LLC's
whereby they agreed to lease each of the Properties for a term of 20 years. The
minimum future payments under the lease are $ 176,664 per month.
SIGNATURE
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.
DILLARD'S, INC.
DATED: January 27, 2006 By: /s/ James I. Freeman
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Name: James I. Freeman
Title: Senior Vice President
& Chief Financial Officer