NEW YORK, March 19 /PRNewswire/ -- 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.
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.
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
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
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
SOURCE Barington Capital Group, L.P.