Post Effective Amendment #2 to
Registration No. 333-59183
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
POST EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
DILLARD'S, INC.
(Exact name of registrant as specified in its charter)
______________________
DELAWARE 71-0388071
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
______________________
1600 Cantrell Road,
Little Rock, AR 72201
Phone: (501) 376-5200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
______________________
Paul B. Benham III,
Friday, Eldredge & Clark LLP,
400 West Capitol Ave.,
Suite 2000
Little Rock, AR 72201
Phone: (501) 376-2011
(Name, address, including zip code, and telephone number, including area code, of agent for service)
N/A
(Approximate date of commencement of proposed sale to the public)
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, please check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the
following box. [ ]
____________________
The Post-Effective Amendment No. 2 to Form S-3 shall become effective in accordance with
Section 8(c) of the Securities Act of 1933, as amended, on such date as the Commission, acting pursuant
to Section 8(c), may determine.
____________________
DEREGISTRATION OF DEBT SECURITIES
This Post-Effective Amendment No. 2 (the "Amendment") to the Registration Statement on Form
S-3 (SEC File No. 333-59183) is being filed by Dillard's, Inc. (the "Company") in order to deregister all of
the $750,000,000.00 principal amount of Debt Securities which remain unsold under SEC File No. 333-59183.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment
No. 2 to Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Little Rock, State of Arkansas, on August 14, 2004.
DILLARD'S, INC.
(Registrant)
By /s/ James I. Freeman JAMES I. FREEMAN, Director,
JAMES I. FREEMAN, Director
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2
to the Registration Statement (SEC File No. 333-59183) has been signed by the following persons
in the capacities and on the dates indicated:
(Signature) (Title) (Date)
*
William Dillard, II Director; Chief Executive Officer August 14, 2004
*
Alex Dillard Director; President August 14, 2004
*
Mike Dillard Director; Executive Vice President August 14, 2004
*
Drue Corbusier Director; Executive Vice President August 14, 2004
/s/James I. Freeman Director; Senior Vice President; Chief August 14, 2004
Financial Officer
*
Robert C. Connor Director August 14, 2004
*
Will D. Davis Director August 14, 2004
*
John Paul Hammerschmidt Director August 14, 2004
/s/Peter R. Johnson Director August 14, 2004
/s/Warren A. Stephens Director August 14, 2004
*
William H. Sutton Director August 14, 2004
/s/J. C. Watts Director August 14, 2004
*By /s/James I. Freeman
James I. Freeman
Attorney-In-Fact