-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HdCCIUTfRBZOhtbK6lxznQMimmpr8mzPaSLwMmYYRFz77vFSS3FCZ5czEHhTXtlm wAsUbEQ/IEpY8wx5JYejPw== 0000814375-11-000007.txt : 20110211 0000814375-11-000007.hdr.sgml : 20110211 20110211163010 ACCESSION NUMBER: 0000814375-11-000007 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110211 DATE AS OF CHANGE: 20110211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DILLARDS INC CENTRAL INDEX KEY: 0000028917 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 710388071 STATE OF INCORPORATION: DE FISCAL YEAR END: 0203 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-02823 FILM NUMBER: 11599573 BUSINESS ADDRESS: STREET 1: 1600 CANTRELL RD CITY: LITTLE ROCK STATE: AR ZIP: 72201 BUSINESS PHONE: 5013765200 FORMER COMPANY: FORMER CONFORMED NAME: DILLARD DEPARTMENT STORES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DONALD SMITH & CO., INC. CENTRAL INDEX KEY: 0000814375 IRS NUMBER: 132807845 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 152 W. 57TH STREET STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-284-0990 MAIL ADDRESS: STREET 1: 152 W. 57TH STREET STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SMITH DONALD & CO INC /NJ/ DATE OF NAME CHANGE: 19990329 SC 13G 1 dillards10.txt 13G FILING DECEMBER 31, 2010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 1 * Dillards Inc. (Name of Issuer) Common Class A (Title of Class of Securities) 254067101 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 254067101 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Donald Smith & Co., Inc. 13-2807845 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) [X] 3. SEC Use Only .......................................................... 4. Citizenship or Place of Organization A Delaware Corporation Number of 5. Sole Voting Power 2,107,426 shares Shares Beneficially 6. Shared Voting Power 0 Owned by Each Reporting 7. Sole Dispositive Power 3,992,556 shares Person With 8. Shared Dispositive Power 0 9.Aggregate Amount Beneficially Owned by Each Reporting Person 3,992,556 shares 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 6.43% 12. Type of Reporting Person (See Instructions) IA 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Donald Smith Long/Short Equities Fund, L.P. 27-1481102 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) [X] 3. SEC Use Only .......................................................... 4. Citizenship or Place of Organization United States of America Number of 5. Sole Voting Power 15,203 shares Shares Beneficially 6. Shared Voting Power 0 Owned by Each Reporting 7. Sole Dispositive Power 3,992,556 shares Person With 8. Shared Dispositive Power 0 9.Aggregate Amount Beneficially Owned by Each Reporting Person 3,992,556 shares 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 6.43% 12. Type of Reporting Person (See Instructions) PN 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Richard Greenberg 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) [X] 3. SEC Use Only .......................................................... 4. Citizenship or Place of Organization United States of America Number of 5. Sole Voting Power 30,000 shares Shares Beneficially 6. Shared Voting Power 0 Owned by Each Reporting 7. Sole Dispositive Power 3,992,556 shares Person With 8. Shared Dispositive Power 0 9.Aggregate Amount Beneficially Owned by Each Reporting Person 3,992,556 shares 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 6.43% 12. Type of Reporting Person (See Instructions) IN 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kamal Shah 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) [X] 3. SEC Use Only .......................................................... 4. Citizenship or Place of Organization United States of America Number of 5. Sole Voting Power 750 shares Shares Beneficially 6. Shared Voting Power 0 Owned by Each Reporting 7. Sole Dispositive Power 3,992,556 shares Person With 8. Shared Dispositive Power 0 9.Aggregate Amount Beneficially Owned by Each Reporting Person 3,992,556 shares 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 6.43% 12. Type of Reporting Person (See Instructions) IN 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Rolf Heitmeyer 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) [X] 3. SEC Use Only .......................................................... 4. Citizenship or Place of Organization United States of America Number of 5. Sole Voting Power 750 shares Shares Beneficially 6. Shared Voting Power 0 Owned by Each Reporting 7. Sole Dispositive Power 3,992,556 shares Person With 8. Shared Dispositive Power 0 9.Aggregate Amount Beneficially Owned by Each Reporting Person 3,992,556 shares 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 6.43% 12. Type of Reporting Person (See Instructions) IN 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Jon Hartsel 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) [X] 3. SEC Use Only .......................................................... 4. Citizenship or Place of Organization United States of America Number of 5. Sole Voting Power 5,000 shares Shares Beneficially 6. Shared Voting Power 0 Owned by Each Reporting 7. Sole Dispositive Power 3,992,556 shares Person With 8. Shared Dispositive Power 0 9.Aggregate Amount Beneficially Owned by Each Reporting Person 3,992,556 shares 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 6.43% 12. Type of Reporting Person (See Instructions) IN 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Donald and Paula Smith Family Foundation 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) [X] 3. SEC Use Only .......................................................... 4. Citizenship or Place of Organization United States of America Number of 5. Sole Voting Power 300,000 shares Shares Beneficially 6. Shared Voting Power 0 Owned by Each Reporting 7. Sole Dispositive Power 3,992,556 shares Person With 8. Shared Dispositive Power 0 9.Aggregate Amount Beneficially Owned by Each Reporting Person 3,992,556 shares 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 6.43% 12. Type of Reporting Person (See Instructions) OO Item 1. (a) Name of Issuer: Dillards Inc. (b) Address of Issuer's Principal Executive Offices 1600 Cantrell Rd. Little Rock, AR 72201 Item 2. (a) Name of Person Filing: Donald Smith & Co.,Inc. (b) Address of Principal Business Office: 152 West 57th Street New York, NY 10019 (c) Citizenship: A Delaware Corporation (d) Title of Class of Securities: Common Class A (e) CUSIP Number: 254067101 Item 3. This statement is filed pursuant to Section 240.13d-1(b), and the person filing is an investment advisor registered in accordance with Section 240.13d-1(b)(1)(ii)(E); (Note: See Item 8) Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 3,992,556 (b) Percent of class: 6.43% (c) Number of shares as to which the person has: (i) SOLE POWER TO VOTE: 2,459,129 (ii) SHARED POWER TO VOTE: 0 (iii) SOLE POWER TO DISPOSE: 3,992,556 (iv) SHARED POWER TO DISPOSE: 0 Item 5. Ownership of Five Percent or Less is NOT APPLICABLE Item 6. Ownership of More than Five Percent on Behalf of Another Person: 1. Donald Smith & Co., Inc. does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client?s custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the institutional clients which Donald Smith & Co., Inc. serves as investment advisor. Any and all discretionary authority which has been delegated to Donald Smith & Co., Inc. may be revoked in whole or in part at any time. To the knowledge of Donald Smith & Co., Inc., with respect to all securities reported in this schedule owned by advisory clients of Donald Smith & Co., Inc., not more than 5% of the class of such securities is owned by any one client. 2. With respect to the remaining securities owned, various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock of Dillard?s Inc. No one person?s interest in the Class A Common Stock of Dillard?s Inc. is more than five percent of the total outstanding Class A Common Stock. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company NOT APPLICABLE Item 8. Identification and Classification of Members of the Group SEE EXHIBIT A Item 9. Notice of Dissolution of Group NOT APPLICABLE Item 10. Certification (a) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE 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. February 11, 2011 Date Donald G. Smith___________ Signature President________________ Title SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) RULE 13d-1(f)(1) EXHIBIT A: Donald Smith & Co., Inc. IA Donald Smith Long/Short Equities Fund, L.P. PN Richard L. Greenberg IN Kamal Shah IN Jon Hartsel IN Rolf Heitmeyer IN Donald and Paula Smith Family Foundation OO SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) RULE 13d-1(f)(1) AGREEMENT The undersigned persons, on February 12, 2010, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Class A Common Stock of Dillard?s Inc at December 31, 2009. Donald Smith & Co., Inc. By /s/ Donald G. Smith Donald G.Smith President Duly authorized by and on behalf of Donald Smith & Co., Inc. Donald Smith Long/Short Equities Fund, L.P. By /s/ Donald G. Smith Donald G.Smith President Duly authorized by and on behalf of Donald Smith Long/Short Equities Fund, L.P Richard L. Greenberg By /s/ Donald G. Smith Donald G.Smith President Duly authorized by and on behalf of Richard Greenberg Kamal Shah By /s/ Donald G. Smith Donald G.Smith President Duly authorized by and on behalf of Kamal Shah Jon Hartsel By /s/ Donald G. Smith Donald G.Smith President Duly authorized by and on behalf of Jon Hartsel Rolf Heitmeyer By /s/ Donald G. Smith Donald G.Smith President Duly authorized by and on behalf of Rolf Heitmeyer Donald and Paula Smith Family Foundation By /s/ Donald G. Smith Donald G. Smith President Duly authorized by and on behalf of Donald and Paula Smith Family Foundation -----END PRIVACY-ENHANCED MESSAGE-----