UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) November 28, 2007
NORDSTROM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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WASHINGTON
(STATE OR OTHER JURISDICTION
OF INCORPORATION)
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001-15059
(COMMISSION FILE
NUMBER)
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91-0515058
(I.R.S. EMPLOYER
IDENTIFICATION NO.) |
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1617 SIXTH AVENUE, SEATTLE, WASHINGTON
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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98101
(ZIP CODE) |
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REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE (206) 628-2111
INAPPLICABLE
(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 28, 2007, Nordstrom, Inc. (the “Company”) entered into an Underwriting Agreement
(the “Underwriting Agreement”) with Banc of America Securities LLC, Goldman, Sachs & Co. and Morgan
Stanley & Co. Incorporated as representatives of the several underwriters therein (collectively,
the “Underwriters”) providing for the offer and sale by the Company of $650,000,000 aggregate
principal amount of 6.25% Notes due 2018 and $350,000,000 aggregate principal amount of 7.00% Notes
due 2038 (collectively, the “Notes”). The offering of the Notes was registered under the
Securities Act of 1933, as amended (the “Securities Act”), and is being made pursuant to the
Company’s Registration Statement on Form S-3 (Reg. No. 333-147664) and the Prospectus included
therein (the “Registration Statement”), filed by the Company with the Securities and Exchange
Commission (the “Commission”) on November 28, 2007 and the Prospectus Supplement relating thereto
dated November 28, 2007 and filed with the Commission pursuant to Rule 424(b)(5) promulgated under
the Securities Act on November 30, 2007.
The Underwriting Agreement includes customary representations, warranties and covenants by the
Company. It also provides for customary indemnification by each of the Company and the
Underwriters against certain liabilities and customary contribution provisions in respect of those
liabilities.
The foregoing description of the material terms of the Underwriting Agreement is qualified in
its entirety by reference to the Underwriting Agreement which is filed herewith as Exhibit 1.1 and
is incorporated herein by reference. Certain of the Underwriters and their related entities have
engaged and may engage in various financial advisory, commercial banking and investment banking
transactions with the Company in the ordinary course of their business, for which they have
received, or will receive, customary compensation and expense reimbursement.
ITEM 8.01
OTHER EVENTS.
On December 3, 2007, the Company completed the sale of $650,000,000 aggregate principal amount of
6.25% notes due 2018 and $350,000,000 aggregate principal amount of 7.00% notes due 2038
(collectively, the “Notes”). The sale of the Notes was made pursuant to the Company’s Registration
Statement on Form S-3 (Reg. No. 333-147664), and the Prospectus included therein (the “Registration
Statement”), filed by the Company with the Securities and Exchange Commission on November 28, 2007
and the Prospectus Supplement relating thereto dated November 28, 2007 and filed with the
Commission pursuant to Rule 424(b)(5) promulgated under the Securities Act of 1933, as amended, on
November 30, 2007.
The Notes were issued under an Indenture dated December 3, 2007 between the Company and Wells Fargo
Bank, National Association, as Trustee, in the form attached to the Registration Statement as
Exhibit 4.1 thereto. The forms of Notes are attached hereto as Exhibits 4.1 and 4.2 and are
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No
333-147664) filed by Nordstrom, Inc. with the Securities and Exchange Commission on November 28,
2007. This Current Report is being filed in connection with the offer and sale of the Notes and to
file with the Securities an Exchange Commission the documents and instruments attached hereto as
exhibits.
(d) Exhibits
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Description |
1.1
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Underwriting Agreement dated November 28, 2007, by and among the Company and Banc
of America Securities LLC, Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated,
as representatives of the several underwriters of the Notes. |
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4.1
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Form of 6.25% Note due January 2018. |
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4.2
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Form of 7.00% Note due
January 2038. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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NORDSTROM, INC. |
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By: |
/s/ Lisa G. Iglesias
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Lisa G. Iglesias |
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Executive Vice President, General Counsel
and Corporate Secretary
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Dated: December 3, 2007.
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