Barington Capital Group L.P. (New York), one of the larger shareholders of Dillard’s Inc. (Little Rock, Ark.), has demanded detailed information on the department store organization and its executives, specifically pertaining to the use of company assets and the business and family relationships of those executives.
According to documents filed with the Securities and Exchange Commission, Barington Capital Group and one of its affiliates, Clinton Multistrategy Master Fund Ltd., demanded to see copies of the minutes from Dillard’s board and committee meetings. The letter also asked for records pertaining to a number of activities, including the use of company aircraft, hiring of construction companies, family and business relationships, travel and business expenses for its executives and the company’s retirement trust.
The Daily News Record reported that Barington also insisted that the retail chain give it access to information regarding assets available to executive officers or directors of the company. Those assets include: private residences and vacation properties; planes; boats; tickets to sporting and performing arts events, and country club or golf club memberships. In some cases the fund asked for information going back as far as a decade.
The letter lists by name the top executives of Dillard’s: William Dillard II, Alex Dillard, Mike Dillard and Drue Corbusier. It also requested board meeting minutes regarding their employment, and insisted on seeing information about their access to company assets and perks.
According to DNR, Barington even asked for detailed information about the company’s planes. It requested information about the purchase prices and sales prices of any aircraft the company owned or leased, and related flight travel logs and other documentation that included detailed information about passengers and destinations going back five years.
The fund also demanded to see five years worth of travel and business expenses for all executive officers of the company, with specific instances where the report included reimbursed expenses that were incurred by “a spouse, relative, or other person that accompanied the executive on a business trip.”
One section of the document requested information about CDI Contractors and Construction Developers Inc., a construction company owned in part by Dillard’s. Barington asked for detailed information about the ownership of the company and any work the entity did for members of the Dillard family or executives of the retail company.
According to Barington, the move was initiated because it had no confidence in the retailer’s current board to improve shareholder value. Last week, Barington nominated James Mitarotonda, its chairman, president and ceo, to the Dillard’s board, along with three other candidates (including former Wal-Mart executive Nick White and former Federated Department Stores senior executive Eric Salus).
Dillard’s reported, earlier this month, a 78.1 percent drop in profits in 2007. Total revenues for the year were down 5.6 percent and sales were down 5.6 percent.









































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