ITEM 1. BUSINESS.
General
Dillard Department Stores, Inc. ("Company" or "Registrant") is an outgrowth of a department store originally founded in 1938 by William Dillard. The Company was incorporated in Delaware in 1964. The Company operates retail department stores located primarily in the southwest, southeast and midwest.
The department store business is highly competitive. The Company has several competitors on a national and regional level as well as numerous competitors on a local level. Many factors enter into competition for the consumer's patronage, including price, quality, style, service, product mix, convenience and credit availability. The Company's earnings depend to a significant extent on the results of operations for the last quarter of its fiscal year. Due to holiday buying patterns, sales for that period average approximately one-third of annual sales.
For additional information with respect to the Registrant's business, reference is made to information contained on page 1, inside front cover under the heading "States with Stores", and Note 2, "Notes to Consolidated Financial Statements," on pages 31 and 32 of the Report, which information is incorporated herein by reference.
Executive Officers of the Registrant
The following table lists the names and ages of all Executive Officers of the Registrant, the nature of any family relationship between them, and all positions and offices with the Registrant presently held by each person named. All of the Executive Officers listed below have been in managerial positions with the Registrant for more than five years.
Name Age Position and Office Family Relationships
William Dillard 79 Chairman of the Board; Father of William Chief Executive Officer Dillard, II, Drue Corbusier, Alex Dillard and Mike Dillard
William Dillard, II 49 Director; President Son of & Chief Operating William Dillard Officer
Alex Dillard 44 Director; Executive Son of Vice President William Dillard
Mike Dillard 42 Director; Executive Son of Vice President William Dillard
W. R. Appleby 73 Vice President None
Donald C. Bradley 59 Vice President None
G. Kent Burnett 49 Vice President None
Drue Corbusier 47 Vice President Daughter of William Dillard
James E. Darr, Jr. 50 Vice President, None Secretary and General Counsel
Laurence J. Donoghue54 Vice President None
David M. Doub 47 Vice President None
John A. Franzke 62 Vice President None
James I. Freeman 44 Director, Vice None President, Chief Financial Officer
Randal L. Hankins 43 Vice President None
T. R. Gastman 64 Vice President None
Bernard Goldstein 61 Vice President None
Roy J. Grimes 56 Vice President None
Charles K. Moore 53 Vice President None
Harry D. Passow 54 Vice President None
ITEM 2.
ITEM 2. PROPERTIES.
All of the Registrant's stores are owned or leased from a wholly-owned subsidiary or from third parties. The Registrant's third-party store leases typically provide for rental payments based upon a percentage of net sales with a guaranteed minimum annual rent, while the lease terms between the Registrant and its wholly-owned subsidiary vary. In general, the Company pays the cost of insurance, maintenance and any increase in real estate taxes related to these leases. At year end there were 227 stores in operation with gross square footage of 34,900,000. The gross square footage of owned properties was 22,700,000. For additional information with respect to the Registrant's properties and leases, reference is made to information contained on the inside front cover under the heading "States with Stores", and Notes 4, 9 and 10, "Notes to Consolidated Financial Statements," on pages 32, 33, 35 and 36 of the Report, which information is incorporated herein by reference.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
The Company has no material legal proceedings pending against it.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
With respect to the market for the Company's common stock, market prices, and dividends, reference is made to information contained on page 37 of the Report, which information is incorporated herein by reference. As of March 31, 1994, there were 7,428 record holders of the Company's Class A Common Stock and 8 record holders of the Company's Class B Common Stock.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
Reference is made to information under the heading "Table of Selected Financial Data" on the inside front cover foldout and Note 2, "Notes to Consolidated Financial Statements," on pages 31 and 32 of the Report, which information is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Reference is made to information under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operation" on pages 22 through 24, Note 1, under the heading "Recent Accounting Pronouncements," "Notes to Consolidated Financial Statements," on page 31, and Note 2, "Notes to Consolidated Financial Statements," on pages 31 and 32 of the Report, which information is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated financial statements and notes thereto included on pages 25 through 36 of the Report are incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
A. Directors of the Registrant.
Reference is made to the information on page 5 under the caption "Nominees for Election as Directors," pages 6 and 7, and the information under the caption "Compliance with Section 16(a) of The Securities Exchange Act of 1934" on page 12 of the Proxy Statement, which information is incorporated herein by reference.
B. Executive Officers of the Registrant.
Information regarding executive officers of the Company is incorporated herein by reference to Item 1 of this report under the caption "Executive Officers of the Registrant." Reference additionally is made to the information under the caption "Compliance with Section 16(a) of The Securities Exchange Act of 1934" on page 12 of the Proxy Statement, which information is incorporated herein by reference.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
Reference is made to the information on pages 8 through 11 of the Proxy Statement with respect to executive compensation and compensation of directors, which information is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Reference is made to the information on page 3 under the caption "Principal Holders of Voting Securities" and page 5 under the caption "Nominees for Election as Directors" continuing through footnote 11 on page 7 of the Proxy Statement, which information is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Reference is made to the information under the caption "Certain Relationships and Transactions" on pages 11 and 12 of the Proxy Statement and to the information regarding Mr. Davis under the caption "Compensation Committee Interlocks and Insider Participation" on page 10 of the Proxy Statement, which information is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) Financial Statements
The following consolidated financial statements of the Registrant and its consolidated subsidiaries are incorporated in Item 8 herein by reference to the Report:
Consolidated Balance Sheets - January 29, 1994 and January 30, 1993 Consolidated Statements of Income - Fiscal years ended January 29,1994, January 30, 1993 and February 1, 1992 Consolidated Statements of Stockholders' Equity - Fiscal years ended January 29, 1994, January 30, 1993 and February 1, 1992 Consolidated Statements of Cash Flows - Fiscal years ended January 29, 1994, January 30, 1993 and February 1, 1992 Notes to Consolidated Financial Statements - Fiscal years ended January 29, 1994, January 30, 1993 and February 1, 1992
(a)(2) Financial Statement Schedules
The following consolidated financial statement schedules of Dillard Department Stores, Inc. and its consolidated subsidiaries are filed pursuant to Item 14(d) (these schedules appear immediately following the signature page):
Schedule V - Property, Plant and Equipment Schedule VI - Accumulated Depreciation, Depletion and Amortization of Property, Plant and Equipment Schedule VIII - Valuation and Qualifying Accounts Schedule IX - Short-Term Borrowings Schedule X - Supplementary Income Statement Information
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.
(a)(3) Exhibits and Management Compensatory Plans Exhibits
The following exhibits are filed pursuant to Item 14(c):
Number Description
* 3(a) Restated Certificate of Incorporation (Exhibit 3 to Form 10-Q for the quarter ended August 1, 1992 in 1-6140). * 3(b) By-Laws as currently in effect (Exhibit 3(b) to Form 10-K for the fiscal year ended January 30, 1993 in 1-6140) * 4(a) Indenture between the Registrant and Chemical Bank, Trustee, dated as of October 1, 1985 (Exhibit (4) in 2-85556). * 4(b) Indenture between the Registrant and Chemical Bank, Trustee, dated as of October 1, 1986 (Exhibit (4) in 33-8859). * 4(c) Indenture between Registrant and Chemical Bank, Trustee, dated as of April 15, 1987 (Exhibit 4.3 in 33-13534). * 4(d) Indenture between Registrant and Chemical Bank, Trustee, dated as of May 15, 1988, as supplemented (Exhibit 4 in 33-21671, Exhibit 4.2 in 33-25114 and Exhibit 4(c) to Current Report on Form 8-K dated September 26, 1990 in 1-6140). * 4(e) Indenture between Dillard Investment Co., Inc. and Chemical Bank, Trustee, dated as of April 15, 1987, as supplemented (Exhibit 4.1 in 33-13535 and Exhibit 4.2 in 33-25113). *10(a) Retirement Contract of William Dillard dated October 17, 1990 (Exhibit (10) to Form 10-K for the fiscal year ended February 2, 1991 in 1-6140) *10(b) 1990 Incentive and Nonqualified Stock Option Plan (Exhibit 10(b) to Form 10-K for the fiscal year ended January 30, 1993 in 1-6140). 10(c) Corporate Officers Non-Qualified Pension Plan. 11 Statement Re: Computation of Per Share Earnings 12 Statement Re: Computation of Ratio of Earnings to Fixed Charges 13 Annual Stockholders Report for the fiscal year ended January 29, 21 Subsidiaries of the Registrant 23 Consent of Independent Auditors 99 Form 11-K for the year ended December 31, 1993, Dillard Department Stores, Inc. Retirement Plan ____________ * Incorporated herein by reference as indicated.
Management Compensatory Plans
Listed below are the management contracts and compensatory plans which are required to be filed as exhibits pursuant to Item 14(c):
Retirement Contract of William Dillard dated October 17, 1990. 1990 Incentive and Nonqualified Stock Option Plan. Corporate Officers Non-Qualified Pension Plan.
(b) Reports on Form 8-K filed during the fourth quarter:
None
(c) Exhibits
See the response to Item 14(a)(3).
(d) Financial statement schedules
See the response to Item 14(a)(2).
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dillard Department Stores, Inc. Registrant
4/28/94 /s/ James I. Freeman Date James I. Freeman, Vice President and Chief Financial Officer (Principal Financial & Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
/s/ William Dillard /s/ Calvin N. Clyde Jr. William Dillard Calvin N. Clyde, Jr. Chairman and Chief Executive Director Officer (Principal Executive Officer)
/s/ Robert C. Connor /s/ Will D. Davis Robert C. Connor Will D. Davis Director Director
/s/ Alex Dillard /s/ Mike Dillard Alex Dillard Mike Dillard Executive Vice President Executive Vice President and Director and Director
/s/ William Dillard II /s/ James I. Freeman William Dillard, II James I. Freeman President and Chief Operating Vice President, Chief Officer and Director Financial Officer and Director
/s/ John Paul Hammerschmidt Herschel H. Friday John Paul Hammerschmidt Director Director
/s/ J. M. Hessels William B. Harrison, Jr. J. M. Hessels Director Director
/s/ John H. Johnson /s/ E. Ray Kemp John H. Johnson E. Ray Kemp Director Director
/s/ B. Finley Vinson B. Finley Vinson Director 4/28/94 Date
EXHIBIT INDEX
Number Description
* 3(a) Restated Certificate of Incorporation (Exhibit 3 to Form 10-Q for the quarter ended August 1, 1992 in 1-6140). * 3(b) By-Laws as currently in effect. (Exhibit 3(b) to Form 10-K for the fiscal year ended January 30, 1993 in 1-6140) * 4(a) Indenture between the Registrant and Chemical Bank, Trustee, dated as of October 1, 1985 (Exhibit (4) in 2-85556). * 4(b) Indenture between the Registrant and Chemical Bank, Trustee, dated as of October 1, 1986 (Exhibit (4) in 33-8859). * 4(c) Indenture between Registrant and Chemical Bank, Trustee, dated as of April 15, 1987 (Exhibit 4.3 in 33-13534). * 4(d) Indenture between Registrant and Chemical Bank, Trustee, dated as of May 15, 1988, as supplemented (Exhibit 4 in 33-21671, Exhibit 4.2 in 33-25114 and Exhibit 4(c) to Current Report on Form 8-K dated September 26, 1990 in 1-6140). * 4(e) Indenture between Dillard Investment Co., Inc. and Chemical Bank, Trustee, dated as of April 15, 1987, as supplemented (Exhibit 4.1 in 33-13535 and Exhibit 4.2 in 33-25113). *10(a) Retirement Contract of William Dillard dated October 17, 1990 (Exhibit (10) to Form 10-K for the fiscal year ended February 2, 1991 in 1-6140) *10(b) 1990 Incentive and Nonqualified Stock Option Plan (Exhibit 10(b) to Form 10-K for the fiscal year ended January 30, 1993 in 1-6140). 10(c) Corporate Officers Non-Qualified Pension Plan. 11 Statement Re: Computation of Per Share Earnings 12 Statement Re: Computation of Ratio of Earnings to Fixed Charges 13 Annual Stockholders Report for the fiscal year ended January 29, 21 Subsidiaries of the Registrant 23 Consent of Independent Auditors 99 Form 11-K for the year ended December 31, 1993, Dillard Department Stores, Inc. Retirement Plan ____________ * Incorporated herein by reference as indicated.