Current Report Filing (8-k)
October 16 2017 - 9:13AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 16, 2017
NORDSTROM, INC.
(Exact
name of registrant as specified in its charter)
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Washington
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001-15059
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91-0515058
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1617 Sixth Avenue, Seattle, Washington
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98101
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (206) 628-2111
Not applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On October 16, 2017, Nordstrom, Inc. (the Company)
issued a press release to report that members of the Nordstrom family Company Co-Presidents Blake W. Nordstrom, Peter E. Nordstrom, and Erik B. Nordstrom, President of Stores James F. Nordstrom, Chairman Emeritus Bruce A. Nordstrom, and Anne
E. Gittinger (the Group) have notified the Special Committee of the Board of Directors of the Company (the Special Committee) that the Group has suspended active exploration, for the balance of the year, of the
possibility of proposing a transaction to take the Company private. The Group informed the Special Committee that it intends to continue its efforts to explore the possibility of making a going private proposal after the conclusion of the holiday
season. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
No assurances can be
given regarding the terms and details of any transaction, that any proposal will be made by the Group, that any proposal made by the Group regarding a proposed transaction will be accepted by the Special Committee, that definitive documentation
relating to any such transaction will be executed, or that a transaction will be consummated in accordance with that documentation, if at all.
Item 9.01
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Financial Statements and Exhibits
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The following Exhibit is filed as part of this Current Report on Form
8-K.
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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Dated: October 16, 2017
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By:
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/s/ Robert B. Sari
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Robert B. Sari
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Senior Vice President,
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General Counsel and Corporate Secretary
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