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
Exhibit
Number Description
1.1 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.
4.1 Form of 6.25% Note due January 2018.
4.2 Form of 7.00% Note due January 2038.
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