Schedule 13d
| Filed by: | BARINGTON COMPANIES EQUITY PARTNERS L P |
| Subject Company: | DILLARD'S INC |
| Filed as of Date: | 04/03/2008 |
| View Original Filing on Edgar's | |
Page 49 of 53 Pages
EXHIBIT
99.10
AGREEMENT
OF JOINT FILING
WHEREAS,
certain of the undersigned are stockholders, direct or beneficial, of Dillard’s,
Inc., a Delaware corporation (the “Company”); and
WHEREAS,
(i) 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 and Ronald J. Gross (together, the
“Barington Parties”) and (ii) Clinton Multistrategy Master Fund, Ltd., Clinton
Special Opportunities Master Fund, Ltd., Clinton Magnolia Master Fund, Ltd.,
Clinton Group, Inc. and George E. Hall (together, the “Clinton Parties”), wish
to enter into this Agreement of Joint Filing (the “Agreement”) pertaining to
their investments in, and activities related to, the Company and its
Securities.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally bound
hereby, covenant and agree as follows:
1.
In accordance with
Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to
the joint filing of statements on Schedule 13D on behalf of each of them, and
any amendments thereto, with respect to the Securities of the Company. Each
member of the Group shall be responsible for the accuracy and completeness of
his/its own disclosure therein, and is not responsible for the accuracy and
completeness of the information concerning the other members, unless such member
knows that such information is inaccurate.
2.
Barington Capital
Group, L.P. and Clinton Group, Inc. each agree to consult with each other
regarding all purchases and sales of Securities of the Company by their
affiliates. "Securities" shall mean equity securities of the Company, options to
purchase or sell equity securities of the Company, and swaps, synthetics and
other derivative securities or instruments, the value of which is solely and
directly related to equity securities of the Company. Furthermore, so long as
this Agreement is in effect, (i) none of the parties shall acquire Securities of
the Company if as a result the Group would be deemed to have beneficial
ownership of 10% or more of any class of the outstanding equity of the Company
without the prior agreement of Barington Capital Group, L.P., or its
representatives, and Clinton Group, Inc., or its representatives (collectively,
the "Representatives"), (ii) none of the parties shall purchase, sell or
otherwise increase or decrease their economic exposure to Securities of the
Company if such party reasonably believes that, as a result of such action, the
Group or any member thereof would be likely to be required to make any
regulatory filing without using their reasonable efforts to give the other
parties at least 24 hours prior written notice, and (iii) each of the
undersigned shall provide written notice to the other of (a) any of their
purchases or sales of Securities of the Company; and (b) any Securities of the
Company over which they acquire or dispose of beneficial ownership, no later
than 24 hours after each such transaction.
3.
The Barington Parties and
the Clinton Parties shall each pay 50% of all expenses incurred in connection
with the Group’s activities.
Page 50 of 53 Pages
4.
Each of the undersigned
agrees that any filing with the Securities and Exchange Commission, press
release or stockholder communication proposed to be made or issued by the Group
or any member of the Group in connection with the Group’s activities shall be
jointly approved by the Representatives, which approval shall not be
unreasonably withheld or delayed.
5.
The relationship of
the parties hereto shall be limited to carrying on the activities of the Group
in accordance with the terms of this Agreement. Such relationship shall be
construed and deemed to be for the sole and limited purpose of carrying on such
activities as described herein. Nothing herein shall be construed to authorize
any party to act as an agent for any other party, or to create a joint venture
or partnership, or to constitute an indemnification. Except as otherwise
expressly provided herein, nothing herein shall restrict any party’s right to
purchase or sell Securities of the Company, as he/it deems appropriate, in
his/its sole discretion, provided that all such sales are made in compliance
with all applicable securities laws.
6.
This Agreement may be
executed in counterparts, each of which shall be deemed an original and all of
which, taken together, shall constitute but one and the same instrument, which
may be sufficiently evidenced by one counterpart.
7.
In the event of any
dispute among the parties hereto arising out of the provisions of this Agreement
or their investment in the Company, the parties hereto consent and submit to the
exclusive jurisdiction of the Federal and State Courts in the State of New
York.
8.
Any party hereto may
terminate his/its obligations under this Agreement on 24 hours’ written notice
to all other parties.
9. Each
party acknowledges that Kramer Levin Naftalis & Frankel LLP shall act as
counsel for both the Group and the Barington Parties relating to their
investment in the Company and that Schulte Roth & Zabel LLP shall act as
counsel for both the Group and the Clinton Parties relating to their investment
in the Company.
10.
Each of the undersigned parties hereby
agrees that this Agreement shall be filed as an exhibit to an amendment to a
Schedule 13D pursuant to Rule 13d-1(k) under the Exchange Act.
[SIGNATURE
PAGE FOLLOWS]
Page 51 of 53 Pages
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the 2nd day of April 2008.
BARINGTON
COMPANIES EQUITY PARTNERS, L.P.
By:
Barington
Companies Investors, LLC, its general partner
By: /s/ James A.
Mitarotonda
Name:
James A. Mitarotonda
Title: Managing
Member
BARINGTON
COMPANIES INVESTORS, LLC
By: /s/ James A.
Mitarotonda
Name:
James A. Mitarotonda
Title:
Managing Member
BARINGTON
INVESTMENTS, L.P.
By: Barington
Companies Advisors, LLC, its general partner
By: /s/ James A.
Mitarotonda
Name:
James A. Mitarotonda
Title: Managing
Member
BARINGTON
COMPANIES ADVISORS, LLC
By: /s/ James A.
Mitarotonda
Name:
James A. Mitarotonda
Title: Managing
Member
BARINGTON
COMPANIES OFFSHORE FUND, LTD.
By: /s/ James A.
Mitarotonda
Name:
James A. Mitarotonda
Title: Authorized
Signatory
Page 52 of 53 Pages
BARINGTON
OFFSHORE ADVISORS II, LLC
By: /s/ James A.
Mitarotonda
Name:
James A. Mitarotonda
Title: Managing
Member
BARINGTON
CAPITAL GROUP, L.P.
By: LNA
Capital Corp., its general
partner
By: /s/ James A.
Mitarotonda
Name:
James A. Mitarotonda
Title: President
and CEO
LNA
CAPITAL CORP.
By: /s/ James A.
Mitarotonda
Name:
James A. Mitarotonda
Title: President
and CEO
/s/ James A.
Mitarotonda
James A.
Mitarotonda
RJG
CAPITAL PARTNERS, L.P.
By: RJG
Capital Management, LLC, its general partner
By: /s/ Ronald J.
Gross
Name:
Ronald J. Gross
Title:
Managing Member
RJG
CAPITAL MANAGEMENT, LLC
By: /s/ Ronald J.
Gross
Name:
Ronald J. Gross
Title: Managing
Member
/s/ Ronald J.
Gross
Ronald J.
Gross
Page 53 of 53 Pages
CLINTON
MULTISTRATEGY MASTER FUND, LTD.
By:
Clinton Group, Inc., its investment manager
By: /s/ Francis
Ruchalski
Name: Francis
Ruchalski
Title:
Chief Financial Officer
CLINTON
SPECIAL OPPORTUNITIES MASTER FUND, LTD.
By:
Clinton Group, Inc., its investment manager
By: /s/ Francis
Ruchalski
Name: Francis
Ruchalski
Title:
Chief Financial Officer
CLINTON
MAGNOLIA MASTER FUND, LTD.
By:
Clinton Group, Inc., its investment manager
By: /s/ Francis
Ruchalski
Name: Francis
Ruchalski
Title:
Chief Financial Officer
CLINTON
GROUP, INC.
By: /s/ Francis
Ruchalski
Name: Francis
Ruchalski
Title:
Chief Financial Officer
/s/ George E.
Hall
George E.
Hall
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