View:
- --------------------------------------------------------------------------- ------------------------------------------------- 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) August 25, 2004 ------------------------------------------------------------ NORDSTROM, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ------------------------------------------------------------ WASHINGTON 001-15059 91-0515058 (STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER OF INCORPORATION) NUMBER) IDENTIFICATION NO.) 1617 SIXTH AVENUE, SEATTLE, WASHINGTON 98101 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) ----------------------------------------------------------- REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (206) 628-2111 ------------------------------------------------------------ INAPPLICABLE (FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT) ---------------------------------------------------------------------- ------------------------------------------------- ITEM 8.01 OTHER EVENTS On August 25, 2004, Nordstrom, Inc. issued a press release announcing that its Board of Directors has authorized a $300 million share repurchase program. This replaces the current remaining share repurchase authority of $82 million. The period authorized is up to 36 months, although Nordstrom expects the shares to be acquired during the next 12 to 24 months. A copy of this press release is attached as Exhibit 99.1. Nordstrom has adopted a pre-arranged stock trading plan that is intended to follow the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, to effect at least part of the repurchases under the share repurchase program. SIGNATURE 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. NORDSTROM, INC. By: /s/ David L. Mackie ----------------------- David L. Mackie Vice President and Corporate Secretary Dated: August 27, 2004 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 99.1 Nordstrom, Inc.'s press release dated August 25, 2004 announcing that its Board of Directors authorized a $300 million share repurchase program.
Exhibit 99.1 For Immediate Release August 25, 2004 NORDSTROM ANNOUNCES $300 MILLION SHARE REPURCHASE PROGRAM SEATTLE - August 25, 2004 - Nordstrom, Inc. (NYSE: JWN) today announced that its Board of Directors has authorized a $300 million share repurchase program. In November of 1999, the Board authorized a $150 million share repurchase program of which $82 million remains. The company last repurchased shares in the beginning of 2001. The remaining authorization is being replaced today with the $300 million program. The shares are expected to be acquired through open market transactions during the next 12 to 24 months. The actual number and timing of share repurchases will be subject to market conditions and applicable SEC rules. "The company's balance sheet and operating performance are strong and this share repurchase program reflects the confidence we have in our business and our ongoing commitment to return value to shareholders," said President Blake Nordstrom. Nordstrom, Inc. is one of the nation's leading fashion specialty retailers, with 149 US stores located in 27 states. Founded in 1901 as a shoe store in Seattle, Nordstrom today operates 93 full-line stores, 49 Nordstrom Racks, five U.S. Faconnable boutiques, one freestanding shoe store, and one clearance store. Nordstrom also operates 31 international Faconnable boutiques, primarily in Europe. Additionally, Nordstrom Direct serves customers through its online presence at http://www.nordstrom.com and through its direct mail catalogs. Certain statements in this news release contain "forward-looking" information (as defined in the Private Securities Litigation Reform Act of 1995) that involves risks and uncertainties, including anticipated results, store openings and distribution channels, planned capital expenditures, and trends in company operations. Actual future results and trends may differ materially from historical results or current expectations depending upon factors including, but not limited to, the company's ability to predict fashion trends, consumer apparel buying patterns, the company's ability to control costs, weather conditions, hazards of nature such as earthquakes and floods, trends in personal bankruptcies and bad debt write-offs, changes in interest rates, employee relations, the company's ability to continue its expansion plans, and the impact of economic and competitive market forces, including the impact of terrorist activity or the impact of a war on the company, its customers and the retail industry. Our SEC reports may contain other information on these and other factors that could affect our financial results and cause actual results to differ materially from any forward-looking information we may provide. Investor Contact: Media Contact: Stephanie Allen, 206-303-3262 Deniz Anders, 206-373-3038