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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended January 29, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________ to _________________.
Commission file number 1-6140
DILLARD DEPARTMENT STORES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 71-0388071
(State or other (IRS Employer
jurisdiction of incorporation or organization) Identification Number)
1600 CANTRELL ROAD, LITTLE ROCK, ARKANSAS 72201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (501) 376-5200
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class Name of each exchange on which registered
Class A Common Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by checkmark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes x No
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ X ]
State the aggregate market value of the voting stock held by non-affiliates
of the Registrant as of March 31, 1994: $3,533,984,111
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock as of March 31, 1994:
Class A Common Stock, no par value 108,974,658
Class B Common Stock, no par value 4,017,061
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Stockholders Report for the fiscal year ended
January 29, 1994 (the "Report") are incorporated by reference into Parts I
and II.
Portions of the Proxy Statement for the Annual Meeting of Stockholders to be
held May 21, 1994 (the "Proxy Statement") are incorporated by reference into
Part III.
PART I
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. 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. LEGAL PROCEEDINGS.
The Company has no material legal proceedings pending against it.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
PART II
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. 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. 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. 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. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
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. 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. 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. 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. 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,
1994
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
SCHEDULE V - PROPERTY , PLANT AND EQUIPMENT
DILLARD DEPARTMENT STORES, INC. AND SUBSIDIARIES
(DOLLAR AMOUNTS IN THOUSANDS)
COL. A COL. B COL. C COL. D COL. E COL. F
Balance Other Changes Balance
at Beginning Additions Add (Deduct) at End
CLASSIFICATION of Period at Cost Retirements Describe of Period
Year ended January 29, 1994:
Land and land improvements 45,950 (75)(1) (1,302)(6) 44,573
Buildings and leasehold improvements 966,730 55,362 (2) 69,825 (7) 1,162,120
65,370 (5)
4,833 (6)
Furniture, fixtures and equipment 1,320,793 213,481 (3) (3,531)(6) 1,583,381
52,638 (7)
Buildings under construction 31,420 47,927 (4) (65,370)(5) 13,977
2,364,893 316,695 122,463 2,804,051
Buildings under capital leases 53,799 5,209 (7) 59,008
2,418,692 316,695 127,672 2,863,059
(1) Refund on the Cost of property accquired by the city of Olathe, Kansas
(2) Cost of additions to stores.
(3) Cost of furniture, fixtures and equipment in connection with the stores discussed in (2) above,
the cost of furniture and fixtures in connection with the expansion and remodel of ten stores,
and general replacement of existing furniture, fixtures and equipment.
(4) Construction work on ten stores opened in 1993, nine stores to open in 1994.
(5) Transferring the cost of new stores .
(6) Reclass of assets
(7) Write-up of fixed assets in connection with application of FASB #109, "Accounting for Income Taxes".
Note: The annual provisions for depreciation and amortization have been computed principally over the following ranges of lives
ranges of lives for each of the three years presented:
Buildings and leasehold improvements 10 to 40 years
Furniture, fixtures and equipment 3 to 10 years
Buildings under capital leases 20 to 30 years
SCHEDULE V - PROPERTY , PLANT AND EQUIPMENT
DILLARD DEPARTMENT STORES, INC. AND SUBSIDIARIES
(DOLLAR AMOUNTS IN THOUSANDS)
COL. A COL. B COL. C COL. D COL. E COL. F
Balance Other Changes Balance
at Beginning Additions Add (Deduct) at End
CLASSIFICATION of Period at Cost Retirements Describe of Period
Year ended January 30, 1993:
Land and land improvements 35,875 10,075 (1) 45,950
Buildings and leasehold improvements 780,594 68,386 (2) 3,000 83,156 (1) 966,730
37,594 (5)
Furniture, fixtures and equipment 1,033,888 214,358 (3) 2,554 75,101 (1) 1,320,793
Buildings under construction 6,960 61,306 (4) 748 (1) 31,420
(37,594)(5)
1,857,317 344,050 5,554 169,080 2,364,893
Buildings under capital leases 39,707 14,092 (1) 53,799
1,897,024 344,050 5,554 183,172 2,418,692
(1) Cost of property, plant and equipment accquired from the Higbee Company.
(2) Cost of additions to stores.
(3) Cost of furniture, fixtures and equipment in connection with the stores discussed in (2) above,
the cost of furniture and fixtures in connection with the expansion and remodel of twelve stores,
and general replacement of existing furniture, fixtures and equipment.
(4) Construction work on twelve stores opened in 1992, ten stores to open in 1993.
(5) Transferring the cost of new stores.
Note: The annual provisions for depreciation and amortization have been computed principally over
the following ranges of lives for each of the three years presented:
Buildings and leasehold improvements 10 to 40 years
Furniture, fixtures and equipment 3 to 10 years
Buildings under capital leases 20 to 30 years
SCHEDULE V - PROPERTY , PLANT AND EQUIPMENT
DILLARD DEPARTMENT STORES, INC. AND SUBSIDIARIES
(DOLLAR AMOUNTS IN THOUSANDS)
COL. A COL. B COL. C COL. D COL. E COL. F
Balance Other Changes Balance
at Beginning Additions Add (Deduct) at End
CLASSIFICATION of Period at Cost Retirements Describe of Period
Year ended February 1, 1992:
Land and land improvements 35,013 1,362 (1) 500 0 35,875
Buildings and leasehold improvements 609,319 55,856 (2) 1,030 116,449 (5) 780,594
Furniture, fixtures and equipment 822,362 227,443 (3) 15,917 0 1,033,888
Buildings under construction 38,827 84,582 (4) (116,449)(5) 6,960
1,505,521 369,243 17,447 0 1,857,317
Buildings under capital leases 39,707 0 0 0 39,707
1,545,228 369,243 17,447 0 1,897,025
(1) Cost of land and land improvements for exisiting stores.
(2) Cost of seven store buildings acquired from Maison Blanche and additions to other stores.
(3) Cost of furniture, fixtures and equipment in connection with the stores discussed in (2) above,
the cost of furniture and fixtures in connection with the expansion and remodel of five stores,
and general replacement of existing furniture, fixtures and equipment.
(4) Construction work on ten new stores opened in 1991, four new stores to open in 1992, and the
expansion of five stores in 1992.
(5) Transferring the cost of ten new stores and the Phoenix distribuition center.
Note: The annual provisions for depreciation and amortization have been computed principally over
the following ranges of lives for each of the three years presented:
Buildings and leasehold improvements 10 to 40 years
Furniture, fixtures and equipment 3 to 10 years
Buildings under capital leases 20 to 30 years
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION
AMORITIZATION OF PROPERTY, PLANT, AND EQUIPMENT
DILLARD DEPARTMENT STORES, INC. AND SUBSIDIARIES
( DOLLAR AMOUNTS IN THOUSANDS)
COL. A COL. B COL. C COL. D COL. E COL. F
Balance Additions Other Changes Balance
at Beginning Charged Add (Deduct) at End
CLASSIFICATION of Period at Cost Retirements Describe of Period
Year Ended January 29, 1994:
Furniture, fixtures and equipment 552,730 138,454 26,200 (2) 717,384
Buildings and leasehold improvements 149,982 32,344 12,286 (2) 194,612
702,712 170,798 0 38,486 911,996
Buildings under capital leases 27,298 2,295 29,593
730,010 173,093 0 38,486 941,589
Year Ended January 30, 1993:
Furniture, fixtures and equipment 424,286 107,169 3,638 24,913 (1) 552,730
Buildings and leasehold improvements 115,004 26,643 217 8,552 (1) 149,982
539,290 133,812 3,855 33,465 702,712
Buildings under capital leases 19,300 1,909 6,089 (1) 27,298
558,590 135,721 3,855 39,554 730,010
Year Ended February 1, 1992:
Furniture, fixtures and equipment 345,027 90,053 10,793 424,287
Buildings and leasehold improvements 93,932 21,071 115,003
438,959 111,124 10,793 0 539,290
Buildings under capital leases 17,517 1,783 19,300
456,476 112,907 10,793 0 558,590
(1) Accumulated depreciation of the Higbee Company and trucks acquired from FWC.
(2) Write-up of fixed assets in connection with application of FASB #109, "Accounting for Income Taxes".
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
DILLARD DEPARTMENT STORES, INC. AND SUBSIDIARIES
(DOLLAR AMOUNTS IN THOUSANDS)
ADDITIONS
BALANCE CHARGED TO CHARGED TO BALANCE
AT BEGINNING COST AND OTHER ACCOUNTS DEDUCTIONS - AT END
DESCRIPTION OF PERIOD EXPENSES DESCRIBE DESCRIBE OF PERIOD
Allowance for losses on accounts
receivable:
Year ended
January 29, 1994: $15,790 43,036 43,612 (2) $15,214
Year ended
January 30, 1993: $15,812 45,556 2,511 (1) 48,089 (2) $15,790
Year ended
February 1, 1992: $12,036 44,198 40,422 (2) $15,811
(1) Represents the allowance for losses on accounts acquired.
(2) Accounts written off and charged to allowance for losses on accounts receivable
(net of recoveries).
SCHEDULE IX - SHORT-TERM BORROWINGS
DILLARD DEPARTMENT STORES, INC. AND SUBSIDIARIES
(DOLLAR AMOUNTS IN THOUSANDS)
COL. A COL.B. COL. C. COL. D. COL. E. COL. F.
Category of Weighted Maximum Amount Average Amount Weighted Average
Aggregate Balance Average Outstanding Outstanding Interest Rate
Short - Term at End Interest During the During the During the
Borrowings of Period Rate Period Period (2) Period (3)
Year Ended
January 29,1994:
Commercial Paper $145,276 (1) 3.06% $383,100 $138,188 3.17%
Year Ended
January 30, 1993:
Commercial Paper $56,621 (1) 3.41% $345,780 $208,500 3.62%
Year Ended
February 1, 1992:
Commercial Paper $240,303 (1) 4.01% $323,800 $146,238 5.40%
(1) Liability is recored by Dillard Investment Co., Inc., net of related issue discount.
Commercial paper matures forty-five days from date of issue.
(2) The average amount outstanding during the period was computed on a weighted average
based on the number of days outstanding.
(3) The weighted average interest rate during the period was computed by dividing the
actual interest expense by the average short-term debt outstanding.
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
DILLARD DEPARTMENT STORES, INC. AND SUBSIDIARIES
(DOLLAR AMOUNTS IN THOUSANDS)
Col A. Col B.
Charged to Costs and Expenses
Year Ended Year Ended Year Ended
ITEM January 29, 1994 January 30, 1993 February 1, 1992
Advertising $144,603 $134,542 $123,311
Amounts for all other expenses required for this schedule are not presented as
such amounts are less than 1% of total sales and revenues or are disclosed
in the consolidated income statement.
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,
1994
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.