SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Dillard's, Inc.
___________________________________________
(Name of Issuer)
Class A Common Stock
___________________________________________
(Title of Class and Securities)
254067101
___________________________________________
(CUSIP Number of Class of Securities)
O. Mason Hawkins
Chairman of the Board and C.E.O.
and
Andrew R. McCarroll
Vice President & General Counsel
Southeastern Asset Management, Inc.
6410 Poplar Avenue, Suite 900
Memphis, TN 38119
(901) 761-2474
___________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 10, 2008
___________________________________________
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check
the following box: [X]
CUSIP No. 254067101 13D
___________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Southeastern Asset Management, Inc. I.D. No. 62-0951781
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
OO: Funds of investment advisory clients
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
___________________________________________________________________
:(7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : 0 shares
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED OR NO VOTING POWER
: 9,050,748 shares (Shared)
135,240 shares (None)
________________________________
:(9) SOLE DISPOSITIVE POWER
: (Discretionary Accounts)
: 135,240 shares
________________________________
:(10) SHARED DISPOSITIVE POWER
: 9,050,748 shares
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,185,988 shares
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.9%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IA
___________________________________________________________________
CUSIP No. 254067101 13D
___________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Longleaf Partners Small-Cap Fund I.D. No. 62-1376170
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
OO: Funds of investment company shareholders
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
___________________________________________________________________
:(7) SOLE VOTING POWER
:
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED VOTING POWER
: 9,050,748 shares
________________________________
:(9) SOLE DISPOSITIVE POWER
:
: None
________________________________
:(10) SHARED DISPOSITIVE POWER
: 9,050,748 shares
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,050,748 shares
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
12.7%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IV
___________________________________________________________________
CUSIP No. 254067101 13D
___________________________________________________________________
(1) NAMES OF REPORTING PERSONS
O. Mason Hawkins I.D. No. XXX-XX-XXXX
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
OO: None
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
___________________________________________________________________
:(7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED VOTING POWER
: None
________________________________
:(9) SOLE DISPOSITIVE POWER
: None
________________________________
:(10) SHARED DISPOSITIVE POWER
: None
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 2)
___________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
___________________________________________________________________
Item 1. Security and Issuer
The class of equity security to which this statement on Schedule 13D
relates is the Class A Common Stock (the "Securities") of Dillard's, Inc., a
Delaware corporation (the "Issuer"). The Issuer has its principal executive
offices located at 1600 Cantrell Road, Little Rock, AR 72201.
Item 2. Identity and Background
Subparagraphs (a), (b), and (c). This statement is being filed by
Southeastern Asset Management, Inc. ("Southeastern"), an investment advisor
registered with the Securities & Exchange Commission under the Investment
Advisers Act of 1940, as amended. The address of its principal office is 6410
Poplar Avenue, Suite 900, Memphis, Tennessee 38119. Southeastern serves as an
investment advisor to various individual clients, institutions(including
qualified retirement plans), endowment funds and to Longleaf Partners Small-Cap
Fund, a series of Longleaf Partners Funds Trust, a registered investment
company organized as a Massachusetts business trust and having three series or
portfolios. Longleaf Partners Small-Cap Fund, which is joint filer of this
Schedule 13D, may be reached c/o Southeastern Asset Management, Inc., 6410
Poplar Avenue, Suite 900, Memphis, Tennessee 38119.
The Securities of the Issuer reported in Item 5 herein were acquired
on behalf of the investment advisory clients of Southeastern Asset Management,
Inc., including Longleaf Partners Small-Cap Fund, under sole or shared
discretionary authority granted Southeastern. None of the Securities are owned
by or on behalf of Southeastern or by any of its directors or officers, or any
Trustees or officers of Longleaf.
This statement is also being filed by Mr. O. Mason Hawkins, Chairman of
the Board and Chief Executive Officer of Southeastern, in the event he could be
deemed to be an indirect beneficial owner of the Securities reported by
Southeastern through the exercise of voting control and/or dispositive power
over the Securities as the result of his official positions or ownership of
voting securities of Southeastern. Neither Southeastern nor Mr. Hawkins owns
any Securities for its or his own account and each disclaims beneficial
interest in any of the Securities reported herein.
(d) During the last five years, neither Southeastern nor Longleaf
Partners Small-Cap Fund, nor Mr. Hawkins has been convicted in any criminal
proceeding.
(e) During the last five years, neither Southeastern nor Longleaf
Partners Small-Cap Fund, nor Mr. Hawkins has been a party to any civil or
administrative proceeding involving any alleged violations of any securities
laws except as follows: in February 2004, Southeastern and Longleaf Partners
Small-Cap Fund were named in a Complaint filed by The MONY Group, Inc. (MONY)
in the US District Court for the Southern District of New York alleging that
Southeastern and the Small-Cap Fund had violated Sections 14(a) and 13(d) of
the Securities Exchange Act of 1934 with respect to their activities opposing
the acquisition of MONY by AXA Financial. MONY obtained an injunction against
Southeastern and the Small-Cap Fund enjoining distribution of a duplicate copy
of MONY's proxy card, a strategy Southeastern and the Small-Cap Fund's legal
counsel had first reviewed with the SEC's Division of Corporate Finance and
received verbal assurance that such a strategy was permitted if certain
conditions were satisfied. Even though Southeastern and the Small-Cap Fund
satisfied the conditions outlined by the SEC, in light of the injunction,
neither of them actually sent a duplicate of MONY's proxy card. At a May 18,
2004 meeting, MONY shareholders approved the acquisition by AXA, and MONY
subsequently dismissed their lawsuit against Southeastern and the Small-Cap
Fund with prejudice.
(f) Southeastern is a corporation organized and existing under the
laws of the State of Tennessee; Longleaf Partners Funds Trust, of which
Longleaf Partners Small-Cap Fund is a series, is a Massachusetts business
trust. Mr. Hawkins is a citizen of the United States. The names, business
addresses, and principal occupations of each director and executive officer of
Southeastern, and each Trustee of Longleaf Partners Small-Cap Fund are set
forth in Schedule I.
Item 3. Source and Amount of Funds or Other Consideration
The respective investment advisory clients of Southeastern used
approximately $190,078,461 in the aggregate to purchase the Securities reported
in this filing. All assets used to purchase Securities were assets of these
respective clients and none were assets of Southeastern. In addition, none of
the proceeds used to purchase the Securities were provided through borrowings
of any nature.
Item 4. Purpose of Transaction
The Securities reported in this filing have been purchased and held
for investment purposes on behalf of client accounts over which Southeastern
has either sole or shared discretionary investment or voting power. The
Securities are reported by Southeastern and by Mr. O. Mason Hawkins, Chairman
of the Board and Chief Executive Officer in the event that either should be
deemed to be a member of a group under Section 13(d)(3) or the beneficial owner
of these Securities under the provisions of subparagraph (b)of Rule 13d-3 under
the Securities Exchange Act of 1934. Beneficial ownership on the part of
Southeastern and Mr. Hawkins as members of a group or as beneficial owners is
expressly disclaimed, as permitted by Rule 13d-4. All purchases of Securities
were made for investment purposes only, in the ordinary course of business of
Southeastern as a registered investment advisor. Southeastern may purchase
additional Securities on behalf of clients in the future, or may sell all or a
part of the current holdings of the Securities.
Southeastern is engaged in the business of investment management of
its clients' assets and pursues an investment philosophy of identifying
undervalued situations and acquiring positions in undervalued companies on
behalf of its clients. In pursuing this investment philosophy, Southeastern
analyzes the operations, capital structure and markets of companies in which
its clients invest and continuously monitors the business operations of such
companies through analysis of financial statements and other public documents,
through discussions with knowledgeable industry observers, and with management
of such companies, often at management's invitation.
Southeastern qualifies as an institution which may elect to file
securities ownership reports required by the Securities Exchange Act of 1934 on
Schedule 13G and, as a routine matter, Southeastern utilizes Schedule 13G for
its reporting of the ownership positions held by its investment advisory
clients. As the result of investment analysis or the occurrence of events,
Southeastern may desire to participate in discussions with the particular
portfolio company's management or with third parties about significant matters
in which Southeastern may suggest possible courses of action to assist in
building corporate intrinsic value per share or to cause the Company's true
economic value to be recognized. In such situations, Southeastern may elect
to convert a filing on Schedule 13G to a filing on Schedule 13D in order to be
more active in corporate governance and management matters, and to have the
ability to enter into discussions with third parties concerning proposed
corporate transactions of a significant nature.
In this situation, Southeastern has talked to the Issuer's management
and third parties (including another shareholder), and may have additional
conversations with management and/or third parties (including other
shareholders), regarding opportunities to build the value of the company for
all shareholders. Specifically, Southeastern seeks to improve the Issuer's
governance (including best possible directors), management, and capital
allocation disciplines, and hopes to accomplish these goals working in
cooperation with management and other interested parties. To obtain the
flexibility to discuss various alternatives, including any of the actions or
transactions enumerated in clauses a through j of Item 4 of Schedule 13D, with
the Issuer's management or with third parties, Southeastern is converting its
ownership filing on Schedule 13G to a filing on Schedule 13D.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities to which this
Schedule 13D relates is 9,185,988 shares of the common stock of the Issuer,
constituting approximately 12.9% of the 71,155,347 shares outstanding.
Common % of outstanding
Shares Common Shares
Held
___________________________________________________________________
Voting Authority
Sole: 0 0.0%
Shared: 9,050,748* 12.7%
None: 135,240 0.2%
Total 9,185,988 12.9%
*Consists of shares owned by Longleaf Partners Small-Cap Fund, a series of
Longleaf Partners Funds Trust, an open-end management investment company
registered under the Investment Company Act of 1940.
Dispositive Authority
Sole: 135,240 0.2%
Shared: 9,050,748* 12.7%
Total 9,185,988 12.9%
*Consists of shares owned by Longleaf Partners Small-Cap Fund, a series of
Longleaf Partners Funds Trust, an open-end management investment company
registered under the Investment Company Act of 1940.
(b) Southeastern generally has the sole power to dispose of or to
direct the disposition of the Securities held for discretionary accounts of its
investment clients, and may be granted the sole power to vote or direct the
vote of such Securities; such powers may be retained by or shared with the
respective clients for shared or non-discretionary accounts. Shares held by
any Series of Longleaf Partners Funds Trust are reported in the "shared"
category.
(c) There have been no purchase or sale transactions in the
Securities during the past sixty days.
(d) The investment advisory clients of Southeastern have the sole
right to receive and, subject to notice, to withdraw the proceeds from the sale
of the Securities, and the sole power to direct the receipt of dividends from
any of the Securities held for their respective accounts. Such clients may
also terminate the investment advisory agreements without penalty upon
appropriate notice. Southeastern does not have an economic interest in any of
the Securities reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The powers of disposition with respect to Securities owned by
discretionary private accounts of Southeastern are established in written
investment advisory agreements between clients and Southeastern, which are
entered into in the normal and usual course of the business of Southeastern as
a registered investment advisor and which are generally applicable to all
securities purchased for the benefit of each such discretionary private
account. There are no special or different agreements relating to the
Securities of the Issuer.
The written investment advisory agreements with clients generally do
not contain provisions relating to borrowing of funds to finance the
acquisition of the Securities, acquisition of control, transfer of securities,
joint ventures, or any of the other transactions listed in the instructions to
Item 7 of Schedule 13D other than voting of proxies. In connection with
voting, Southeastern may be allowed or directed to vote the proxies received by
accounts classified as "discretionary" or "shared" accounts; such authority is
generally retained by the clients for accounts classified as "non-
discretionary".
Item 7. Material to be Filed as an Exhibit
Schedule I. Information with Respect to Directors and Officers of Southeastern
Asset Management, Inc. and Longleaf Partners Small-Cap Fund.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: March 19, 2008
SOUTHEASTERN ASSET MANAGEMENT, INC.
By /s/ Andrew R. McCarroll
_______________________________
Andrew R. McCarroll
Vice President & General Counsel
LONGLEAF PARTNERS SMALL-CAP FUND
By: Southeastern Asset Management, Inc.
By /s/ Andrew R. McCarroll
_______________________________
Andrew R. McCarroll
Vice President & General Counsel
O. MASON HAWKINS
(Individually)
/s/ O. Mason Hawkins
_______________________________
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Schedule 13G with respect
to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Schedule 13G. In
evidence thereof, the undersigned hereby execute this Agreement as
of March 19, 2008.
Southeastern Asset Management, Inc.
By /s/ Andrew R. McCarroll
__________________________________
Andrew R. McCarroll
Vice President and General Counsel
Longleaf Partners Small-Cap Fund
By: Southeastern Asset Management, Inc.
By /s/ Andrew R. McCarroll
_______________________________
Andrew R. McCarroll
Vice President & General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
_______________________________
SCHEDULE I
Information with Respect to Executive
Officers and Directors
The following information is disclosed for each of the directors and
executive officers of Southeastern: name; business address; and present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is
conducted. Unless otherwise specified, the principal employer of each such
individual is Southeastern Asset Management, Inc., having its principal
executive offices located at 6410 Poplar Ave., Suite 900, Memphis, Tennessee
38119. Each individual identified below is a citizen of the United States.
To the knowledge of management of Southeastern, during the last five years,
no such person has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and no such person was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities law or finding any violation with respect to
such laws.
SOUTHEASTERN ASSET MANAGEMENT, INC.
Directors
O. Mason Hawkins: Chairman of the Board and Chief Executive Officer of
Southeastern Asset Management, Inc.; Trustee and Co-Portfolio Manager of
Longleaf Partners Funds.
G. Staley Cates: Director and President of Southeastern Asset Management,
Inc.; Co-Portfolio Manager Longleaf Partners Funds.
Richard W. Hussey: Director and Chief Operating Officer of Southeastern Asset
Management, Inc.
Other Officers
James H. Barton Vice President
Scott Cobb Analyst
Deborah Craddock Vice President
Julie M. Douglas Vice President
Jason Dunn Vice President
Jeff Engelberg Senior Trader
Ross Glotzbach Analyst
Lee B. Harper Vice President
Lowery Howell Analyst
Steve McBride Legal Counsel
Andrew R. McCarroll Vice President
E. Andrew McDermott Vice President
Joseph L. Ott Operations Director
Josh Shores Analyst
Ken Siazon Analyst
Frank Stanley Vice President
Nancy Thompson Director of Client Accounting
Gary Wilson Vice President
Mike Wittke Legal Counsel and CCO
LONGLEAF PARTNERS SMALL-CAP FUND
The following information is disclosed for each of the directors and
executive officers of Longleaf Partners Small-Cap Fund: name; address; and
present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is
conducted. Each individual identified below is a citizen of the United States.
The address of each individual for purposes of correspondence is c/o
Southeastern Asset Management, Inc., 6410 Poplar Avenue, Suite 900, Memphis,
Tennessee 38119.
To the knowledge of management of Longleaf Partners Small-Cap Fund during
the last five years, no such person has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), and no such person was
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities law or finding any violation
with respect to such laws except as follows: in February 2004, Southeastern and
Longleaf Partners Small-Cap Fund were named in a Complaint filed by The MONY
Group, Inc. (MONY) in the US District Court for the Southern District of New
York alleging that Southeastern and the Small-Cap Fund had violated Sections
14(a) and 13(d) of the Securities Exchange Act of 1934 with respect to their
activities opposing the acquisition of MONY by AXA Financial. MONY obtained an
injunction against Southeastern and the Small-Cap Fund enjoining distribution
of a duplicate copy of MONY's proxy card, a strategy Southeastern and the
Small-Cap Fund's legal counsel had first reviewed with the SEC's Division of
Corporate Finance and received verbal assurance that such a strategy was
permitted if certain conditions were satisfied. Even though Southeastern and
the Small-Cap Fund satisfied the conditions outlined by the SEC, in light of
the injunction, neither of them actually sent a duplicate of MONY's proxy card.
At a May 18, 2004 meeting, MONY shareholders approved the acquisition by AXA,
and MONY subsequently dismissed their lawsuit against Southeastern and the
Small-Cap Fund with prejudice.
Trustees
O. Mason Hawkins: Chairman of the Board and Chief Executive Officer of
Southeastern Asset Management, Inc.; Trustee and Co-Portfolio Manager of
Longleaf Partners Funds.
Chadwick H. Carpenter, Jr.: Trustee of Longleaf Partners Funds; private
investor and consultant.
Margaret H. Child: Trustee of Longleaf Partners Funds; marketing consultant.
Daniel W. Connell, Jr.: Trustee of Longleaf Partners Funds; private investor
and consultant.
Rex M. Deloach: Trustee of Longleaf Partners Funds; President, Financial
Insights, Inc.
Steven N. Melnyk: Trustee of Longleaf Partners Funds; Real Estate Development,
The Sea Island Company.
C. Barham Ray: Trustee of Longleaf Partners Funds; Partner, SSM Corporation.
Perry Steger: Chairman of the Board, Longleaf Partners Funds; President,
Steger & Bizzell Engineering, Inc.
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