UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
(X) Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For Fiscal Year Ended: February 3, 1996
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _______________ to _______________
Commission File Number: 0-15907
Exact name of registrant as specified in its charter:
PROFFITT'S, INC.
State of Incorporation: Tennessee
I.R.S. Employer Identification Number: 62-0331040
Address of principal executive offices (including zip code):
P.O. Box 9388, Alcoa, Tennessee 37701
Registrant's telephone number, including area code: (423) 983-7000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.10 and PREFERRED STOCK PURCHASE RIGHTS
Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such
reports) and (2) has been subject to such filing requirements for
the past 90 days. Yes (X) No ( )
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the Registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part II of this Form 10-K or any amendment to this
Form 10-K. (X)
The aggregate market value of the voting stock held by non-
affiliates of the Registrant as of March 22, 1996 was approximately
$532,150,352.
As of March 22, 1996, the number of shares of the Registrant's
Common Stock outstanding was 19,210,024.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Proffitt's, Inc. Annual Report to
Shareholders for the Fiscal Year Ended February 3, 1996 are
incorporated by reference into Part II.
(2) Portions of the Proffitt's, Inc. Proxy Statement dated May
1, 1996 for the Annual Shareholders' Meeting to be held on June 19,
1996 are incorporated by reference into Part III.
The Exhibit Index is on page of this document.
TABLE OF CONTENTS
Item Page
Part I 1 Business. 3
2 Properties. 7
3 Legal Proceedings. 13
4 Submission of Matters to a Vote of
Security Holders 13
Executive Officers of the Registrant. 13
Part II 5 Market for Registrant's Common Equity
and Related Stockholder Matters. 13
6 Selected Financial Data. 18
7 Management's Discussion and Analysis of
Financial Condition and Results of
Operations. 18
8 Financial Statements and Supplementary
Data. 18
9 Changes in and Disagreements with 18
Accountants on Accounting and
Financial Disclosure.
Part III 10 Directors and Executive Officers of
the Registrant. 19
11 Executive Compensation. 19
12 Security Ownership of Certain Beneficial
Owners and Management. 19
13 Certain Relationships and Related 19
Transactions.
Part IV 14 Exhibits, Financial Statement Schedules,
and Reports on Form 8-K. 20
Signatures 22
PART I
Item 1. Business.
General.
Founded in 1919, Proffitt's is a leading regional department store
company primarily offering moderate to better brand name fashion
apparel, accessories, cosmetics, and decorative home furnishings.
The Company's stores are principally anchor stores in leading
regional or community malls. The Company's objective is to be the
dominant department store chain in its regions through a strategy
which combines fashion leadership in branded and high quality
private-label merchandise with opening or acquiring new stores and
expanding and renovating existing stores.
The Company operates three department store divisions. The
Proffitt's Division, headquartered in Knoxville, Tennessee,
operates 25 stores in Tennessee (12), Virginia (8), Georgia (2),
Kentucky (2), and North Carolina (1). The McRae's Division,
headquartered in Jackson, Mississippi, operates 29 stores in
Alabama (14), Mississippi (12), Florida (2), and Louisiana (1).
The Younkers Division, headquartered in Des Moines, Iowa, operates
49 stores in Iowa (18), Wisconsin (18), Michigan (5), Nebraska (5),
Illinois (1), Minnesota (1), and South Dakota (1).
The Company has experienced significant growth since 1992. During
1992 and 1993, the Company purchased certain real and personal
property and assumed certain operating leases of eighteen store
locations from Hess Department Stores, Inc. and Crown American
Corporation. The acquired locations were in Tennessee, Virginia,
Georgia, and Kentucky. These stores were renovated and placed in
service as Proffitt's Division stores in 1992 and 1993.
In March 1994, Proffitt's, Inc. acquired all of the outstanding
Common Stock of Macco Investments, Inc., a holding company for
McRae's, Inc., a privately-owned retail department store chain with
28 stores headquartered in Jackson, Mississippi. The transaction
was accounted for as a purchase.
In April 1995, the Company completed its purchase of Parks-Belk
Company, the owner/operator of four Parks-Belk stores located in
northeastern Tennessee. Three stores were renovated and opened as
Proffitt's Division stores during 1995; one store was permanently
closed. The transaction was accounted for as a purchase.
Effective February 3, 1996 (immediately preceding the Company's
fiscal year end), Proffitt's, Inc. combined its business with
Younkers, Inc., a 51 unit, publicly-owned retail department store
chain, headquartered in Des Moines, Iowa. This combination was
structured as a tax-free transaction and was accounted for as a
pooling of interests. Each outstanding share of Younkers, Inc.
Common Stock was converted into ninety-eight one-hundredths (.98)
shares of Proffitt's, Inc. Common Stock, with approximately 8.8
million shares issued in the transaction.
The Company closed three unproductive units (one Proffitt's store
and two Younkers stores) in January 1996. Two additional Younkers
units were sold to a third party subsequent to February 3, 1996.
A new McRae's store in Selma, Alabama was opened in March 1996.
The Company has announced the planned openings of new Proffitt's
stores in Morgantown and Parkersburg, West Virginia in fall 1996
and 1997, respectively, and new McRae's stores in Biloxi and
Meridian, Mississippi in 1997. The Company is currently
negotiating several other new unit opportunities. In addition,
several store renovations and expansions are planned for 1996.
During 1995, in order to improve efficiencies and reduce overhead
costs, the Company centralized certain administrative and support
functions, such as accounting, information systems, credit, store
planning, and human resources, for the McRae's and Proffitt's
Divisions. The Company is in the process of further consolidating
these functions to include the Younkers Division, with the majority
of this restructuring to be completed by fall 1996. Merchandising,
stores, sales promotion/advertising, visual, and various support
functions for the Proffitt's, McRae's, and Younkers Divisions will
remain headquartered in Knoxville, Jackson, and Des Moines,
respectively.
Merchandising.
The Company's merchandising strategy is to provide middle to upper
income customers a wide assortment of quality fashion apparel,
shoes, accessories, cosmetics, and decorative home furnishings at
competitive prices. The Company's commitment to a branded
merchandising strategy, enhanced by its merchandise presentation
and high level of customer service, makes it a preferred
distribution channel for premier brand-name merchandise. Key
brands featured include Liz Claiborne, Marisa Christina, Susan
Bristol, Polo/Ralph Lauren, Tommy Hilfiger, Nautica, Guess, Haggar,
Levi's, Estee Lauder, Clinique, Lancome, Vanity Fair, and Nine
West. The Company supplements its branded assortments with high-
quality, private-label merchandise in selected areas. Private label
offerings are intended to provide national brand quality at lower
prices.
The Company has developed a thorough knowledge of each of its
regional markets and customer bases. Such knowledge, in
conjunction with frequent store visits by senior management and
merchandising personnel and use of on-line merchandise information,
enables the Company to tailor each store's merchandise assortments
to the unique characteristics of its markets and respond to
demographic and customer profiles.
Certain departments in the Company's stores are leased to
independent companies in order to provide high quality service and
merchandise where specialization and expertise are critical and
economics do not justify the Company's direct participation in the
business. The leased departments vary by store to complement the
Company's own merchandising departments. Leased departments
include shoe, fine jewelry, beauty salon, and maternity
departments. The terms of the lease agreements typically are
between one and three years and require the lessee to pay for
fixtures and provide its own employees. Leased department sales
are included in the Company's total sales. Management regularly
evaluates the performance of the leased departments and requires
compliance with established customer service guidelines.
The shoe business is currently leased at the Younkers Division and
owned at both the Proffitt's and McRae's Divisions. In August
1996, the Company will convert the leased shoe operation at the
Younkers Division to owned. Management believes this has positive
sales and gross margin implications for the Company.
During 1995, the Company's net sales by major merchandise category
were as follows:
Proffitt's McRae's Younkers
Merchandise Category: Division Division Division Total
Women's Apparel 32.5% 26.7% 31.9% 30.3%
Men's Apparel 13.7 16.6 15.6 15.6
Home 10.6 14.9 15.7 14.4
Cosmetics 14.8 11.3 10.8 11.8
Children's Apparel 8.5 7.6 7.0 7.5
Accessories 6.8 6.7 6.3 6.6
Shoes 7.1 7.8 - 4.0
Intimate Apparel 4.4 3.9 4.6 4.3
Total Owned 98.4 95.5 91.9 94.5
Leased Departments 1.6 4.5 8.1 5.5
Total 100.0% 100.0% 100.0% 100.0%
Purchasing and Distribution.
The Company purchases merchandise from numerous suppliers.
Management monitors the Company's profitability and sales history
with each supplier and believes it has alternative sources
available for each category of merchandise it purchases.
Management believes it has a good relationship with its suppliers.
The 85,000 square foot distribution facility serving the Proffitt's
Division is located in metropolitan Knoxville, Tennessee, and the
164,000 square foot distribution center for the McRae's Division is
located in Jackson, Mississippi. The Younkers Division is served
by two distribution facilities. A 182,000 square foot center in
Green Bay, Wisconsin serves the Division's northern stores, and a
120,000 square foot facility in Ankeny, Iowa serves the Division's
southern stores.
The distribution centers utilize certain latest technology. The
Company utilizes UPC barcode technology which is designed to move
merchandise onto the selling floor quicker and more cost-
effectively by allowing vendors to deliver floor-ready merchandise
to the distribution facilities. For example, high speed automated
conveyor systems are capable of scanning bar coded labels and
diverting cartons to the proper merchandise processing areas. Some
types of merchandise are being processed in the receiving area and
immediately "cross docked" to the shipping dock for delivery to the
stores. Certain processing areas are staffed with personnel
equipped with hand held radio frequency terminals that can scan a
vendor's bar code and transmit the necessary information to a
computer to check-in merchandise. This technology, when fully
utilized, will create a nearly paperless environment for the
distribution function.
Management Information Systems.
The Company's information systems provide information necessary for
management operating decisions, cost reduction programs, and
customer service enhancements. Individual data processing systems
include point-of-sale and sales reporting, purchase order
management, receiving, merchandise planning and control, payroll,
general ledger, and accounts payable systems. Bar code ticketing
is used, and scanning is utilized at all point-of-sale terminals.
Information is made available on-line to merchandising staff and
store management on a timely basis, thereby reducing the need for
paper reports. The Company uses electronic data interchange
technology (EDI) with its top vendors to facilitate timely
merchandise replenishment.
The Company continually upgrades its information systems to improve
operations and support future growth.
Advertising and Sales Promotion.
The Company's advertising and promotions are coordinated to
reinforce its market position as a fashion department store selling
quality merchandise at competitive prices. Advertising is balanced
among fashion advertising, price promotions, and special events.
The Company uses a multi-media approach, including newspaper,
television, radio, and direct mail. The Company's advertising and
special events are produced by in-house sales promotion staffs in
conjunction with outside advertising agencies, when needed. The
Company utilizes data captured through the use of the Proffitt's,
McRae's, and Younkers credit cards to develop segmented advertising
and promotional events targeted at specific customers who have
established purchasing patterns for certain brands, departments,
and store locations. To promote its image as the fashion leader in
its markets, the Company also sponsors fashion shows and in-store
special events highlighting the Company's key brands.
Customer Service.
The Company believes that personal customer attention builds
loyalty and that the Company's sales associates provide a level of
customer service superior to its competitors. Each store is
staffed with knowledgeable, friendly sales associates skilled in
salesmanship and customer service. Sales associates maintain
customer records, send personalized thank-you notes, and
communicate personally with customers to advise them of special
promotions and new merchandise offerings. Superior customer
service is encouraged through the development and monitoring of
sales/ productivity goals and through specific award and
recognition programs.
Seasonality.
The Company's business, like that of most retailers, is subject to
seasonal influences, with a significant portion of its net sales
and net income realized during the fourth quarter of each year,
which includes the Christmas selling season. Generally, more than
30% of the Company's sales and over 50% of its net income are
generated during the fourth quarter.
Competition.
The retail department store business is highly competitive. The
Company's stores compete with several national and regional
department stores, specialty apparel stores, and other retail
stores, some of which have greater financial and other resources
than the Company. Management believes that its knowledge of the
Company's regional markets and customer base, combined with
providing superior customer service and a broad selection of
quality fashion merchandise at competitive prices in prime store
locations, provides a competitive advantage.
Associates
At March 31, 1996, the Company employed approximately 14,000
associates, of whom approximately 6,300 were employed on a part-
time basis. The Company hires additional temporary employees and
increases the hours of part-time employees during seasonal peak
selling periods. Approximately twenty associates in the Younkers
Division are covered by a collective bargaining agreement. The
Company considers its relations with its employees to be good.
Item 2. Properties.
The Proffitt's Division's leased administrative offices are located
in the Midland Shopping Center in metropolitan Knoxville, Tennessee
and consist of approximately 44,000 square feet. The Division's
owned distribution center is located in metropolitan Knoxville and
contains approximately 85,000 square feet.
The McRae's Division owns its administrative office building in
Jackson, Mississippi. This facility consists of 272,000 square
feet of space, of which 168,000 square feet are corporate offices
and 104,000 square feet are the Division's processing area for
merchandise returns to vendors and a furniture warehouse. The
164,000 square foot distribution center in metropolitan Jackson is
owned.
The Younkers Division leased administrative office space is located
with the Downtown store in Des Moines, Iowa and consists of 127,000
square feet of space.
The 120,000 and 182,000 square foot distribution centers in Ankeny,
Iowa and Green Bay, Wisconsin, respectively, are owned.
The following table summarizes all owned and leased store
locations. Store leases generally require the Company to pay the
greater of a fixed minimum rent or an amount based on a percentage
of sales. Generally, the Company is responsible under its store
leases for a portion of mall promotion and common area maintenance
expenses and for certain utility, property tax, and insurance
expenses. Typically, the Company contributes to common mall
promotion, maintenance, property tax, and insurance expenses at its
owned locations.
APPROX. YEAR
GROSS YEAR RENOVATED
SQUARE OWNED/ OPENED OR OR
STORE LOCATIONS FOOTAGE LEASED ACQUIRED EXPANDED
PROFFITT'S DIVISION:
KNOXVILLE, TN
METROPOLITAN MARKET:
West Town 161,800 Leased 1972 1995
East Towne 102,000 Owned 1984 1992
Foothills
(Maryville, TN)* 145,000 Owned 1983 1993
Oak Ridge
(Oak Ridge, TN)* 111,000 Leased 1974 1993
Proffitt's Plaza
(Athens, TN) 54,000 Leased 1965 1992
College Square
(Morristown, TN) 50,000 Owned 1993 -
CHATTANOOGA, TN
METROPOLITAN MARKET:
Hamilton Place* 245,000 Owned 1988 1993
Walnut Square
(Dalton, GA) 55,000 Owned 1988 1988
Northgate 94,500 Owned 1989 1993
Bradley Square
(Cleveland, TN) 50,000 Leased 1992 1992
Mt. Berry Square
(Rome, GA) 65,000 Leased 1993 1993
TRI-CITIES, TN/VA
METROPOLITAN MARKET:
Mall at Johnson City
(Johnson City, TN)* 152,000 Leased 1992 1995
Fort Henry
(Kingsport, TN)* 141,500 Leased 1992 1995
Bristol Mall
(Bristol, VA) 46,000 Leased 1992 -
Greeneville Commons
(Greeneville, TN) 41,700 Leased 1995 -
ASHEVILLE, NC
METROPOLITAN MARKET:
Biltmore Square Mall 80,000 Owned 1989 -
NORFOLK/VA BEACH, VA
METROPOLITAN MARKET:
Coliseum
(Hampton, VA)* 110,600 Leased 1993 1993
Patrick Henry
(Newport News, VA) 65,000 Leased 1993 1993
Greenbrier
(Chesapeake, VA) 79,600 Leased 1993 1993
Chesapeake Square
(Chesapeake, VA) 80,000 Owned 1993 1993
Pembroke
(Virginia Beach, VA) 65,000 Owned 1993 1993
RICHMOND, VA
METROPOLITAN MARKET:
Chesterfield 64,000 Leased 1993 1993
Virginia Commons 80,000 Leased 1993 1993
KENTUCKY:
Towne Mall
(Elizabethtown, KY) 50,000 Leased 1993 1993
Ashland Town Center
(Ashland, KY) 65,000 Leased 1993 1993
TOTAL PROFFITT'S
DIVISION 2,253,700
*Dual store operation.
APPROX. YEAR
GROSS YEAR RENOVATED
SQUARE OWNED/ OPENED OR OR
STORE LOCATIONS FOOTAGE LEASED ACQUIRED EXPANDED
MCRAE'S DIVISION:
JACKSON, MS
METROPOLITAN MARKET:
Meadowbrook Mart 68,900 Leased 1955 1987
Metrocenter 231,400 Owned 1978 1992
Northpark
(Ridgeland, MS) 207,200 Owned 1984 -
BIRMINGHAM, AL
METROPOLITAN MARKET:
Roebuck Plaza 65,600 Leased 1960 -
Century Plaza 125,100 Leased 1980 1991
Brookwood Village 108,800 Leased 1975 1993
Western Hills
(Fairfield, AL) 129,600 Leased 1980 1986
Riverchase Galleria
(Hoover, AL) 136,200 Leased 1986 -
HUNTSVILLE, AL:
Parkway City 75,700 Leased 1961 -
Madison Square 99,700 Leased 1984 -
FLORIDA PANHANDLE:
University
(Pensacola, FL) 145,300 Owned 1974 1986
Santa Rosa
(Mary Ester, FL) 83,900 Owned 1986 -
MOBILE, AL:
Springdale 168,300 Owned 1984 -
OTHER MISSISSIPPI
MARKETS:
Greenville
(Greenville, MS) 68,100 Leased 1973 -
Village Fair
(Meridian, MS) 78,700 Leased 1972 -
Pemberton
(Vicksburg, MS) 63,200 Owned 1970 1985
TurtleCreek
(Hattiesburg, MS) 129,000 Owned 1973 1995
Barnes Crossing
(Tupelo, MS) 100,200 Owned 1976 1990
Natchez
(Natchez, MS) 67,300 Leased 1979 1993
Singing River
(Gautier, MS) 89,300 Owned 1980 -
Sawmill Square
(Laurel, MS) 65,800 Owned 1981 -
University
(Columbus, MS) 75,700 Owned 1983 -
OTHER ALABAMA MARKETS:
Eastdale
(Montgomery, AL) 69,200 Leased 1977 -
Gadsden
(Gadsden, AL) 80,500 Leased 1974 1994
Regency Square
(Florence, AL) 41,000 Leased 1978 -
Selma Mall
(Selma, AL) 74,000 Leased 1996 -
University
(Tuscaloosa, AL) 90,900 Leased 1980 -
Wiregrass Commons
(Dothan, AL) 96,200 Leased 1986 -
LOUISIANA:
Pecanland
(Monroe, LA) 106,500 Owned 1985 -
TOTAL MCRAE'S
DIVISION 2,941,300
APPROX. YEAR
GROSS YEAR RENOVATED
SQUARE OWNED/ OPENED OR OR
STORE LOCATIONS FOOTAGE LEASED ACQUIRED EXPANDED
YOUNKERS DIVISION:
DES MOINES, IA
METROPOLITAN MARKET:
Merle Hay 195,000 Leased 1959 1995
Valley West 164,000 Leased 1972 1995
Downtown 113,800 Leased 1900 1994
Southridge 105,000 Leased 1975 1994
CEDAR RAPIDS, IA:
Lindale 100,000 Leased 1960 -
Westdale 100,000 Leased 1980 1995
SIOUX CITY, IA:
Sioux City Mall 90,000 Leased 1980 -
Town Square Downtown 60,000 Leased 1986 -
QUAD CITIES, IA/IL
METROPOLITAN MARKET:
Southpark
(Moline, IL) 100,000 Leased 1974 1990
Northpark
(Davenport, IA) 100,000 Leased 1973 1994
Duck Creek Plaza
(Bettendorf, IA) 60,000 Leased 1960 -
MILWAUKEE, WI:
Southridge 204,400 Leased 1992 -
Northridge 167,400 Leased 1992 -
MADISON, WI:
West Towne 139,600 Leased 1992 -
East Towne 138,400 Leased 1992 1994
OMAHA, NE:
Crossroads 190,000 Leased 1987 -
Westroads 172,000 Leased 1968 1994
Oakview 150,000 Leased 1991 -
OTHER IOWA MARKETS:
North Grand
(Ames, IA) 50,000 Leased 1987 -
Westland (West
Burlington, IA) 47,000 Leased 1977 1994
College Square
(Cedar Falls, IA) 83,500 Leased 1986 1986
Kennedy Center
(Dubuque, IA) 126,300 Leased 1968 1993
Crossroads Center
(Fort Dodge, IA) 54,200 Leased 1979 1994
Old Capitol
(Iowa City, IA) 60,000 Leased 1980 -
Marshalltown Plaza
(Marshalltown, IA) 40,000 Leased 1992 1994
Southbridge
(Mason City, IA) 59,500 Leased 1984 1994
APPROX. YEAR
GROSS YEAR RENOVATED
SQUARE OWNED/ OPENED OR OR
STORE LOCATIONS FOOTAGE LEASED ACQUIRED EXPANDED
YOUNKERS DIVISION
(cont.):
OTHER WISCONSIN MARKETS:
Fox River
(Appleton, WI) 113,000 Leased 1992 -
London Square
(Eau Claire, WI) 98,800 Leased 1992 -
Forest
(Fond du Lac, WI) 78,400 Leased 1992 -
Port Plaza
(Green Bay, WI) 255,000 Leased 1992 -
Edgewater Plaza
(Manitowoc, WI) 44,300 Leased 1992 -
Pine Tree
(Marinette, WI) 43,300 Leased 1992 -
Northway
(Marshfield, WI) 44,400 Leased 1992 -
Park Plaza
(Oshkosh, WI) 98,600 Leased 1992 -
Regency
(Racine, WI) 113,600 Leased 1992 -
Downtown
(Sheboygan, WI) 136,900 Leased 1992 -
Downtown
(Sturgeon Bay, WI) 57,100 Leased 1992 -
Mariner
(Superior, WI) 43,300 Leased 1992 -
Wausau Center
(Wausau, WI) 98,900 Leased 1992 -
Rapids (Wisconsin
Rapids, WI) 44,400 Leased 1992 -
MICHIGAN MARKETS:
Bay City
(Bay City, MI) 67,700 Leased 1992 -
West Shore
(Holland, MI) 67,900 Leased 1992 -
Marquette Plaza
(Marquette, MI) 44,300 Leased 1992 -
Birchwood
(Port Huron, MI) 67,900 Leased 1992 -
Cherryland
(Traverse City, MI) 48,800 Leased 1992 -
MINNESOTA:
Oak Park
(Austin, MN) 45,000 Leased 1975 1993
SOUTH DAKOTA:
The Empire Mall
(Sioux Falls, SD) 105,000 Leased 1975 1989
NEBRASKA MARKETS:
Conestoga
(Grand Island, NE) 60,000 Leased 1974 1993
Gateway
(Lincoln, NE) 103,000 Leased 1987 1989
TOTAL YOUNKERS
DIVISION 4,749,700
GRAND TOTAL 9,944,700
Item 3. Legal Proceedings
The Company is involved in several legal proceedings arising from
its normal business activities. Management believes that none of
these legal proceedings will have a material adverse effect on the
financial condition or results of operations of the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
A special meeting of the shareholders of Proffitt's, Inc. was held
on February 2, 1996. 7,718,904, or 75.3%, of the 10,257,055 shares
of Common Stock entitled to vote, were represented in person or by
proxy at the meeting. The matters submitted to a vote of the
shareholders and the vote on these matters were as follows:
1) Approval of the Agreement and Plan of Merger, dated as of
October 22, 1995 (the "Merger Agreement") among Proffitt's, Inc.
(the "Company"), Baltic Merger Corporation, a Delaware corporation
and wholly-owned subsidiary of the Company ("Sub") and Younkers,
Inc. ("Younkers"), pursuant to which Sub will merge with and into
Younkers, which will result in Younkers becoming a wholly-owned
subsidiary of the Company (the "Merger").
For - 7,708,535 Against - 5,794 Abstain - 4,575
2) Approval of the issuance of shares of the Company's Common
Stock, par value $0.10 per share (the "Company Common Stock"), in
connection with the Merger Agreement, including the issuance of
shares of Company Common Stock in the Merger and upon the exercise
of stock options of Younkers which, pursuant to the terms of the
Merger Agreement, following the Merger will constitute options to
purchase shares of Company Common Stock (the "Younkers Options").
For - 7,666,449 Against - 47,174 Abstain - 5,281
3) Approval and adoption of an amendment to the Company's 1994
Long-Term Incentive Plan (the "Incentive Plan") to increase the
number of shares of Company Common Stock issuable under the
Incentive Plan by 1,711,000 shares from 1,200,000 shares to
2,911,000 shares, 711,000 shares of which will be reserved for
issuance upon exercise of Younkers Options.
For - 6,937,211 Against - 773,607 Abstain - 8,086
EXECUTIVE OFFICERS OF THE REGISTRANT.
The name, age, and position held with the Company of each of the
executive officers of the Company are set forth below.
Name Age Position
Proffitt's, Inc. Corporate Officers:
R. Brad Martin 44 Chairman of the Board and Chief Executive
Officer
W. Thomas Gould 49 Vice Chairman of the Board and Chairman of
the Younkers Division of Proffitt's, Inc.
James A. Coggin 54 President and Chief Operating Officer
Tom R. Amerman 58 Executive Vice President of Special
Projects
David W. Baker 59 Senior Vice President of Operations
Julia A. Bentley 37 Senior Vice President of Investor
Relations and Planning and Secretary
James E. Glasscock 54 Executive Vice President, Chief Financial
Officer, and Treasurer
Brian J. Martin 39 Senior Vice President of Human Resources
and Law and General Counsel
Michael R. Molitor 36 Senior Vice President of Merchandise
Planning and Analysis
James E. VanNoy 56 Senior Vice President of Systems Support
John J. White 45 Senior Vice President of Profit
Improvement and Special Projects
William L. White, III 42 Senior Vice President of Systems
Development
Proffitt's Division Officers:
Frederick J.
Mershad 53 President and Chief Executive Officer
A. Coleman Piper 49 Executive Vice President of Stores
McRae's Division Officers:
Gary L. Howard 53 President and Chief Executive Officer
Robert Oliver 61 Executive Vice President of Stores
Younkers Division Officers:
Robert M. Mosco 47 President and Chief Executive Officer
Toni E. Browning 39 Senior Vice President of Stores
Proffitt's, Inc. Corporate Officers:
R. Brad Martin became Chairman of the Board in February 1987 and
Chief Executive Officer in July 1989. Mr. Martin previously served
as President from July 1989 until March 1994 and from September
1994 to March 1995.
W. Thomas Gould became Vice Chairman of the Board of the Company
and Chairman of the Younkers Division in February 1996. Mr. Gould
served with Younkers, Inc. as Chief Executive Officer from 1987 to
January 1996, Chairman of the Board from 1992 to January 1996, and
President from 1985 until 1992. Prior to joining Younkers, Mr.
Gould served in various executive, management, and merchandising
positions with Lazarus, Gimbel's, and Maas Brothers.
James A. Coggin was named President and Chief Operating Officer of
Proffitt's, Inc. in March 1995 and served as Executive Vice
President and Chief Administrative Officer of the Company from
March 1994 to March 1995. From June 1978 to March 1994, Mr. Coggin
served as Executive Vice President and Chief Administrative Officer
of McRae's, Inc. Mr. Coggin joined McRae's, Inc. in 1971.
Tom R. Amerman was named Executive Vice President of Special
Projects in February 1996. Mr. Amerman served as Senior Vice
President of Human Resources for Younkers, Inc. from September 1994
to January 1996. Prior to joining Younkers, Inc., Mr. Amerman was
Executive Vice President of Human Resources and Operations for
Parisian from 1977 to 1994.
David W. Baker was named Senior Vice President of Operations for
the Company in March 1994. Mr. Baker joined McRae's, Inc. in
February 1985 and served as Senior Vice President of Operations
until March 1994.
Julia A. Bentley was named Senior Vice President of Investor
Relations and Planning and Secretary of Proffitt's, Inc. in March
1994. In January 1993, Ms. Bentley became Senior Vice President,
and in March 1989 became Vice President of Finance, Chief Financial
Officer, Secretary, and Treasurer. Ms. Bentley joined the Company
in 1987. Ms. Bentley is a Certified Public Accountant with several
years of public accounting experience.
James E. Glasscock was appointed Executive Vice President, Chief
Financial Officer, and Treasurer of the Company in March 1995. Mr.
Glasscock served as Senior Vice President, Chief Financial Officer,
and Treasurer between March 1994 and March 1995. From May 1985 to
March 1994, Mr. Glasscock served as Senior Vice President of
Finance for McRae's, Inc. Mr. Glasscock is a Certified Public
Accountant with several years of public accounting and private
industry experience.
Brian J. Martin was promoted to Senior Vice President of Human
Resources and Law and General Counsel in August 1995 and served as
Senior Vice President and General Counsel of the Company from March
1995 to August 1995. He joined Proffitt's, Inc. in 1994 as Vice
President and General Counsel. From June 1990 to May 1994, Mr.
Martin was affiliated with the Indianapolis, Indiana law firm of
Barnes and Thornburg. Mr. Martin served as Assistant Solicitor
General of the United States between January 1988 and June 1990.
Michael R. Molitor was appointed Senior Vice President of
Merchandise Planning and Analysis in February 1996. Mr. Molitor
served as Vice President of Merchandise Strategies at Younkers,
Inc. between March 1994 and January 1996. Mr. Molitor held various
merchandising and financial positions with Saks Fifth Avenue
between September 1993 and February 1994 and with May Department
Stores Company between January 1988 and August 1993.
James E. VanNoy was named Senior Vice President of Systems Support
in February 1996. He became Senior Vice President and Chief
Information Officer of the Company in March 1994. Mr. VanNoy
joined McRae's, Inc. in February 1980 as Director of Management
Information Systems and was promoted to Vice President of
Management Information Systems in February 1982.
John J. White was named Senior Vice President of Profit Improvement
and Special Projects for the Company in February 1996. Mr. White
served as Vice President and Controller of Younkers, Inc. from July
1995 to January 1996. Prior to that, Mr. White served as Vice
President and Controller from January 1987 to December 1994 with
Broadway Stores. Mr. White obtained previous experience with
Allied Stores and May Department Stores Company.
William L. White, III was appointed Senior Vice President of
Systems Development in February 1996. Mr. White served as MIS
(Management Information Systems) Director of Younkers, Inc. between
June 1992 and January 1996. Before joining Younkers, Mr. White was
with Maison Blanche for eighteen years, where he served in various
MIS positions.
Proffitt's Division Officers:
Frederick J. Mershad was promoted to President and Chief Executive
Officer of the Proffitt's Division of Proffitt's, Inc. in February
1996 and served as President of the Proffitt's Division between
March 1995 and January 1996. Mershad joined the Company in May 1994
as Executive Vice President of Merchandising and Sales Promotion
for the Proffitt's Division. Mr. Mershad had over 25 years of
retail experience and has held executive merchandising positions
with such retailers as Rich's, a division of Federated Department
Stores, and McRae's.
A. Coleman Piper was named Executive Vice President of Stores for
the Proffitt's Division in March 1995. He served with Proffitt's,
Inc. as Executive Vice President for Human Resources and Proffitt's
Division Stores from September 1994 to March 1995 and Executive
Vice President of Operations and Real Estate from March 1994 to
September 1994. He has been with the Company since 1972 and
previously served as its Vice President of Operations.
McRae's Division Officers:
Gary L. Howard was promoted to President and Chief Executive
Officer of the McRae's Division of Proffitt's, Inc. in February
1996 and served as President of the McRae's Division between March
1995 and January 1996. Between March 1994 and March 1995, Mr.
Howard served as Executive Vice President for Merchandising and
Marketing for the McRae's Division. Mr. Howard joined McRae's,
Inc. in November 1993 as Executive Vice President of Merchandising
and Marketing. Mr. Howard has over 30 years of prior experience in
the retail industry, including service as Senior Vice President and
General Merchandise Manager of Maas Brothers and Woodward and
Lothrop.
Robert Oliver was promoted to Executive Vice President of Stores
for the McRae's Division in March 1995. Mr. Oliver served as Vice
President of Stores for the McRae's Division from March 1994 to
March 1995. He joined McRae's, Inc. in 1991 as Vice President of
Stores after gaining 33 years of merchandising and store management
experience with Foley's.
Younkers Division Officers:
Robert M. Mosco was named President and Chief Executive Officer of
the Younkers Division of Proffitt's, Inc. in February 1996. Mr.
Mosco served as President and Chief Operating Officer of Younkers,
Inc. between 1992 and January 1996. From 1989 to 1992, he held the
position of Executive Vice President of Merchandising and Marketing
for Younkers, Inc. Mr. Mosco joined Younkers, Inc. in 1987. Mr.
Mosco began his retail career with Gimbel's and later worked for
Rich's.
Toni E. Browning was named Senior Vice President of Stores in
February 1996 for the Younkers Division of Proffitt's, Inc. She
served as Senior Vice President of Stores for Younkers, Inc. from
February 1994 to January 1996. She joined Younkers, Inc. in
February 1993 as Vice President, Regional Director of the Western
Stores and was promoted to Senior Vice President of Southern Stores
that same year. Ms. Browning was in store management with Dayton
Hudson Department Stores from 1989 to January 1993 and gained prior
experience with Federated-Allied Stores.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
The information set forth under the caption "Market Information,"
appearing on page 30 of the Proffitt's, Inc. Annual Report to
Shareholders for the Fiscal Year Ended February 3, 1996 (the
"Annual Report"), is incorporated herein by reference.
Item 6. Selected Financial Data.
The information set forth under the caption "Five-Year Financial
Summary" appearing on page 4 of the Annual Report is incorporated
herein by reference.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The information set forth under the caption "Management's
Discussion and Analysis" appearing on pages 5 through 10 of the
Annual Report is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data.
The Consolidated Financial Statements and the Report of Independent
Accountants appearing on pages 11 through 28 of the Annual Report
are incorporated herein by reference.
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information set forth under the caption "Election of Directors"
contained on pages 5 through 7 of the Proffitt's, Inc. Proxy
Statement dated May 1, 1996 (the "Proxy Statement"), with respect
to Directors of the Company, is incorporated herein by reference.
The information required under this item with respect to the
Company's Executive Officers is incorporated by reference from Part
I of this report under "Executive Officers of the Registrant."
The information set forth under the caption "Section 16(a) of the
Securities Exchange Act of 1934" contained on page 14 of the Proxy
Statement, with respect to Director and Executive Officer
compliance with Section 16(a), is incorporated herein by reference.
Item 11. Executive Compensation.
The information set forth under the caption "Executive
Compensation" contained on pages 8 through 12 of the Proxy
Statement with respect to executive compensation and the
information set forth under the caption "Directors' Fees" on page
7 of the Proxy Statement is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The information set forth under the caption "Outstanding Voting
Securities" contained on pages 3 through 5 of the Proxy Statement
with respect to security ownership of certain beneficial owners and
management is incorporated herein by reference.
Item 13 Certain Relationships and Related Transactions.
The information set forth under the captions "Further Information
Concerning Directors" and "Certain Transactions" contained on pages
7 and 13 and 14, respectively, of the Proxy Statement with respect
to certain relationships and related transactions is incorporated
herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) (1) and (2)--The response to this portion of Item 14 is
submitted as a separate section of this report.
(3)--The response to this portion of Item 14 is submitted as
a separate section of this report.
(b) Reports on Form 8-K filed during the fourth quarter.
A report on Form 8-K was filed with the Commission on January
16, 1996 regarding fourth quarter and year-end performance updates
for Proffitt's, Inc. and Younkers, Inc.
A report on Form 8-K was filed with the Commission on February
16, 1996 regarding the consummation of the business combination
between Proffitt's, Inc. and Younkers, Inc.
(c) Exhibits--The response to this portion of Item 14 is submitted
as a separate section of this report.
(d) Financial statement schedules--The response to this portion of
Item 14 is submitted as a separate section of this report.
FORM 10-K--ITEM 14(a)(1) AND (2) AND (d)
PROFFITT'S, INC. AND SUBSIDIARIES
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this report:
(1) Consolidated Financial Statements
The following consolidated financial statements of Proffitt's, Inc.
and subsidiaries and the Report of Independent Accountants,
included on pages 11 through 28 of the Proffitt's, Inc. Annual
Report to Shareholders for the Fiscal Year Ended February 3, 1996,
are incorporated by reference in Item 8:
Consolidated Balance Sheets as of February 3, 1996 and January 28,
1995
Consolidated Statements of Income for Fiscal Years Ended February
3, 1996, January 28, 1995, and January 29, 1994
Consolidated Statements of Shareholders' Equity for Fiscal Years
Ended February 3, 1996, January 28, 1995, and January 29, 1994
Consolidated Statements of Cash Flows for Fiscal Years Ended
February 3, 1996, January 28, 1995, and January 29, 1994
Notes to Consolidated Financial Statements
Report of Independent Accountants
(2) Schedules to Financial Statements
The following consolidated financial statement schedules of
Proffitt's, Inc. and subsidiaries are included in item 14(d):
Report of Independent Accountants for the Fiscal Year Ended
February 3, 1996
Schedule II - Valuation and Qualifying Accounts and Reserves
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are
not required under the related instructions or are inapplicable and
therefore have been omitted.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Proffitt's, Inc.
__________________________
Registrant
Date: May 1, 1996 /s/ James E. Glasscock
___________________________
James E. Glasscock
Executive Vice President,
Chief Financial Officer,
and Treasurer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
/s/ R. Brad Martin /s/ Michael S. Gross
___________________________ ______________________________
R. Brad Martin Michael S. Gross
Chairman of the Board Director
and Chief Executive Officer
/s/ W. Thomas Gould /s/ G. David Hurd
__________________________ ______________________________
W. Thomas Gould G. David Hurd
Vice Chairman of the Board Director
/s/ James A. Coggin /s/ Richard D. McRae
__________________________ ______________________________
James A. Coggin Richard D. McRae
President and Chief Director
Operating Officer
/s/ Bernard E. Bernstein /s/ C. Warren Neel
_________________________ _______________________________
Bernard E. Bernstein C. Warren Neel
Director Director
/s/ Edmond D. Cicala /s/ Harwell W. Proffitt
___________________________ _______________________________
Edmond D. Cicala Harwell W. Proffitt
Director Director
/s/ Ronald de Waal /s/ Gerald Tsai, Jr.
___________________________ _______________________________
Ronald de Waal Gerald Tsai, Jr.
Director Director
/s/ Gerard K. Donnelly /s/ Julia A. Bentley
__________________________ ________________________________
Gerard K. Donnelly Julia A. Bentley
Director Senior Vice President
and Secretary
/s/ Donald F. Dunn
__________________________
Donald F. Dunn
Director
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors
Proffitt's, Inc.
We have audited the accompanying consolidated balance sheets of
Proffitt's, Inc. and Subsidiaries as of February 3, 1996 and
January 28, 1995, and the related consolidated statements of
income, shareholders' equity and cash flows for each of the three
years in the period ended February 3, 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audits. The consolidated financial
statements give retroactive effect to the merger with Younkers,
Inc., which has been accounted for as a pooling of interests as
described in Note A to the consolidated financial statements. We
did not audit the financial statements of Younkers for the years
ended January 28, 1995 and January 29, 1994. Such statements
reflect aggregate total assets constituting 38.3% and 54.7% in 1994
and 1993, respectively, and aggregate total revenues constituting
49.3% and 74.9% in 1994 and 1993, respectively, of the related
consolidated totals. Those statements were audited by other
auditors, whose reports have been furnished to us, and our opinion,
insofar as it related to the amounts included for Younkers, Inc.,
is based solely on the respective reports of the other auditors.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and
the respective reports of the other auditors provide a reasonable
basis for our opinion.
In our opinion, based on our audits and the respective reports of
the other auditors, the consolidated financial statements referred
to above present fairly, in all material respects, the consolidated
financial position of Proffitt's, Inc. and Subsidiaries as of
February 3, 1996 and January 28, 1995 and the consolidated results
of their operations and their cash flows for each of the three
years in the period ended February 3, 1996, in conformity with
generally accepted accounting principles.
As described in Note N to the financial statements, the Company
changed its method of costing inventory, accounting for store pre-
opening expenses and accounting for income taxes in the year ended
January 29, 1994 and changed its method of valuing inventory in the
year ended January 28, 1995.
/s/ COOPERS & LYBRAND, L.L.P.
Atlanta, Georgia
March 15, 1996
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders
Younkers, Inc.
We have audited the accompanying consolidated balance sheet of
Younkers, Inc. and subsidiary as of January 28, 1995, and the
related consolidated statements of earnings, shareholders' equity,
and cash flows for the year then ended. These financial statements
are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audit. The Company's financial statements
as of January 29, 1994 and January 30, 1993 were audited by other
auditors whose report, dated March 3, 1994, expressed an
unqualified opinion on those financial statements.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the 1995 consolidated financial statements present
fairly, in all material respects, the consolidated financial
position of Younkers, Inc. and subsidiary at January 28, 1995, and
the consolidated results of their operations and their cash flows
for the year then ended, in conformity with generally accepted
accounting principles.
/s/ Deloitte & Touch LLP
Des Moines, Iowa
March 3, 1995
Report of Independent Auditors
The Shareholder
Younkers, Inc.
We have audited the consolidated statements of earnings,
shareholders' equity, and cash flows of Younkers, Inc. for the year
ended January 29, 1994 (not separately presented herein), prior to
the adjustments relating to the changes in methods of accounting
for certain items as described in Note N to the financial
statements of Proffitt's, Inc. for the year ended February 3, 1996.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements, prior to
restatement for changes in methods of accounting, referred to above
present fairly, in all material respects the consolidated results
of their operations and their cash flows for the year ended January
29, 1994, in conformity with generally accepted accounting
principles.
/s/ ERNST & YOUNG LLP
Des Moines, Iowa
March 3, 1994
REPORT OF INDEPENDENT ACCOUNTANTS
Our report on the consolidated financial statements of Proffitt's,
Inc. has been incorporated by reference in this Form 10-K from page
32 of the 1995 Annual Report to Shareholders of Proffitt's, Inc.
In connection with our audits of such financial statements, we have
also audited the related financial statement schedule listed in
Item 14(a)2 of this Form 10-K.
In our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken
as a whole, presents fairly, in all material respects, the
information required to be included therein.
/s/ COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
March 15, 1996
PROFFITT'S, INC. AND SUBSIDIARIES
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Balance at Charged to Charged to Balance at
Beginning costs and other end
Description of period expenses accounts Deductions(b) of period
Year ended February 3, 1996:
Allowance for doubtful accounts 4,723,170 8,723,463 0 (6,845,551) 6,601,082
Year ended January 28, 1995:
Allowance for doubtful accounts 3,255,043 4,956,351 1,431,988 (a) (4,920,212) 4,723,170
Year ended January 29, 1994:
Allowance for doubtful accounts 3,149,670 2,448,838 0 (2,343,465) 3,255,043
(a) Balance in account of company (McRae's, Inc.) acquired at March 31, 1994.
(b) Uncollectible accounts written off, net of recoveries.
FORM 10-K -- ITEM 14(a)(3) AND 14(c)
PROFFITT'S, INC. AND SUBSIDIARIES
EXHIBITS
Exhibit
No. Description
2.1 Agreement and Plan of Merger, dated as of October 22,
1995, among Proffitt's, Inc., Baltic Merger Corporation
and Younkers, Inc. (13)
3.1 Charter of the Company, as amended (1), (6), (12), (9)
3.2 * Articles of Amendment to the Charter of Proffitt's,
Inc., increasing the number of authorized shares of
Series C Preferred Stock
3.3 Amended and Restated Bylaws of the Company (12)
4.1 Form of 7.5% Junior Subordinated Debentures due 2004
(6)
4.2 Form of 4.75% Convertible Subordinated Debentures due
2003 (4)
10.1 Registration Rights Agreement made as of March 31, 1994
by and among Proffitt's, Inc. and Richard D. McRae,
Jr., as Representative of the former shareholders of
Macco Investments, Inc. (6)
10.2 Non-competition Agreement by and between Proffitt's,
Inc. and Richard D. McRae dated March 31, 1994 (6)
10.3 Credit Facilities and Reimbursement Agreement by and
among Proffitt's, Inc., the lenders from time to time
party thereto and NationsBank of Texas, National
Association, as agent, dated March 31, 1994 (6)
10.4 Amendment No. 1 to Credit Facilities and Reimbursement
Agreement between Proffitt's, Inc. and NationsBank of
Texas, National Association, as agent, dated
November 15, 1994 (10)
10.5 Amendment No. 2 to Credit Facilities and Reimbursement
Agreement between Proffitt's, Inc. and NationsBank of
Texas, National Association, as agent, dated March 7,
1995 (10)
10.6 * Amendment No. 3 to Credit Facilities and Reimbursement
Agreement between Proffitt's, Inc. and NationsBank of
Texas, National Association, as agent, dated October 25,
1996
10.7 * Amendment No. 4 to Credit Facilities and Reimbursement
Agreement between Proffitt's, Inc. and NationsBank of
Texas, National Association, as agent, dated February 3,
1996
10.8 * Form of letter extending termination date of Credit
Facilities and Reimbursement Agreement between
Proffitt's, Inc. and NationsBank of Texas, National
Association, as agent, dated June 8, 1995
10.9 Guaranty Agreement made and entered into as of March 31,
1994, by and between each of Proffitt's Investments,
Inc., PDS Agency, Inc., Macco Investments, Inc., McRae's,
Inc., and McRae's of Alabama, Inc., and NationsBank of
Texas, National Association (6)
10.10 Transfer and Administration Agreement dated as of January
27, 1993, and amended by Amendment dated as of March 31,
1994 thereto, by and between Enterprise Funding
Corporation and McRae's, Inc. (6)
10.11 Amendment to Transfer and Administration Agreement by and
between Enterprise Funding Corporation and McRae's, Inc.
dated March 31, 1995 (10)
10.12 * Amendment to Transfer and Administration Agreement by
and between Enterprise Funding Corporation and McRae's,
Inc. dated May 11, 1995
10.13 * Amendment to Transfer and Administration Agreement by
and between Enterprise Funding Corporation and McRae's,
Inc. dated September 30, 1995
10.14 * Amendment to Transfer and Administration Agreement by
and between Enterprise Funding Corporation and McRae's,
Inc. dated October 25, 1995
10.15 Securities Purchase Agreement dated March 3, 1994,
between Proffitt's, Inc. and Apollo Specialty Retail
Partners, L.P. (6)
10.16 Registration Rights Agreement made and entered into as of
March 31, 1994, by and among Proffitt's, Inc. and Apollo
Specialty Retail Partners, L.P. (6)
10.17 Land Deed of Trust dated April 1, 1994 by and among
McRae's, Inc., Don B. Cannada, and Park Real Estate
Company (6)
10.18 Secured Promissory Note, dated April 1, 1994, for the
principal amount of $3,906,558 by McRae's, Inc. payable
to Park Real Estate Company (6)
10.19 Assumption, Consent, and Release Agreement, entered into
between McRae's, Inc. and Deposit Guaranty National Bank
dated April l, 1994 (6)
10.20 Amended and Restated Promissory Note dated April 1, 1994
for the principal amount of $2,075,000 by McRae's, Inc.
payable to First Tennessee Bank National Association
(Gautier) (6)
10.21 Assumption, Consent, and Release Agreement, entered into
between McRae's, Inc. and First Tennessee Bank National
Association dated April 1, 1994 (6)
10.22 Secured Promissory Note, dated April 1, 1994, for the
principal amount of $556,851 by McRae's, Inc. payable to
Arvey Real Estate Company (Gautier) (6)
10.23 Land Deed of Trust dated April 1, 1994 by and among
McRae's, Inc., Don B. Cannada, and Arvey Real Estate
Company (Gautier) (6)
10.24 Assumption, Consent, and Release Agreement, entered into
between McRae's, Inc. and First Tennessee Bank National
Association dated April 1, 1994 (Gautier) (6)
10.25 Secured Promissory Note, dated April 1, 1994, for the
principal amount of $1,487,919 by McRae's, Inc. payable
to Green's Crossing Real Estate Company (6)
10.26 Assumption, Consent, and Release Agreement, entered into
between McRae's, Inc. and Deposit Guaranty National Bank
dated April 1, 1994 (6)
10.27 Land Deed of Trust dated April 1, 1994 by and among
McRae's, Inc., Don B. Cannada, and Green's Crossing Real
Estate Company (6)
10.28 Secured Promissory Note, dated April 1, 1994, for the
principal amount of $1,779,223 by McRae's, Inc. payable
to Arvey Real Estate Company (Laurel) (6)
10.29 Assumption, Consent, and Release Agreement, entered into
between McRae's, Inc. and AmSouth Bank National
Association dated April 1, 1994 (6)
10.30 Leasehold Deed of Trust dated April 1, 1994 by and among
McRae's, Inc., Don B. Cannada, and Arvey Real Estate
Company (Laurel) (6)
10.31 Indemnification and Confirmation of Lease Agreement
dated March 31, 1994, entered into among McRae's, Inc.,
Richard D. McRae, Jr., Susan McRae Shanor, and Vaughan
McRae (Heritage Building) (6)
10.32 Guaranty Agreement dated March 31, 1994 of McRae's, Inc.
to guarantee Richard D. McRae, Jr., Carolyn McRae, Susan
McRae Shanor, and Vaughan W. McRae giving or extending
credit to Proffitt's, Inc. (6)
10.33 Land Deed of Trust dated April 1, 1994 by and among
McRae's, Inc., Don B. Cannada, and Green's Crossing Real
Estate Company (6)
10.34 Guaranty Agreement by Proffitt's, Inc. to AmSouth Bank
guaranteeing credit extended to McRae's, Inc. (6)
10.35 Promissory Note dated January 25, 1983 by McRae's, Inc.
payable to Selby W. McRae in the principal sum of
$l,346,442 (5)
10.36 Form of Rights Certificate and Rights Agreement, dated
as of March 28, 1995 between Proffitt's, Inc. and Union
Planters National Bank as Rights Agent (9)
10.37 Pooling and Servicing Agreement dated as of June 13,
1995 among Younkers Credit Corporation, Younkers, Inc.
and Chemical Bank, as Trustee (20)
10.38 Series 1995-1 Supplement dated as of June 13, 1995 to
Pooling and Servicing Agreement dated as of June 13, 1995
among Younkers Credit Corporation, Younkers, Inc. and
Chemical Bank, as Trustee (20)
10.39 Receivables Purchase Agreement dated as of June 13, 1995
between Younkers Credit Corporation and Younkers, Inc.
(20)
10.40 Series 1995-2 Supplement dated as of July 18, 1995 to
Pooling and Servicing Agreement dated as of June 13, 1995
among Younkers Credit Corporation, Younkers, Inc. and
Chemical Bank, as Trustee (20)
10.47 ISDA Master Agreement and Schedule thereto, each dated
as of July 19, 1995, between Younkers, Inc. and
NationsBank of Texas, N.A., with Confirmation of Interest
Rate Cap Transaction dated July 19, 1995, and Assignment
Agreement dated as of July 19, 1995 between Younkers
Credit Corporation, Younkers, Inc. and Chemical Bank, as
Trustee (20)
MANAGEMENT CONTRACTS, COMPENSATORY PLANS, OR ARRANGEMENTS, ETC.
10.42 Proffitt's, Inc. 1987 Stock Option Plan, as amended (3)
10.43 Proffitt's, Inc. Employee Stock Purchase Plan (8)
10.44 Proffitt's, Inc. 1994 Long-Term Incentive Plan (7)
10.45 Proffitt's, Inc. 401(k) Retirement Plan (5)
10.46 $500,000 Loan Agreement dated February 1, 1989 between
Proffitt's, Inc. and R. Brad Martin (2)
10.47 Form of Amended and Restated Employment Agreement by and
between Proffitt's, Inc. and R. Brad Martin dated March
28, 1995 (11)
10.48 Form of Employment Agreement by and between Proffitt's,
Inc. and James A. Coggin dated March 28, 1995 (10)
10.49 Form of Employment Agreement by and between Proffitt's,
Inc. and James E. Glasscock dated March 28, 1995 (10)
10.50 Form of Employment Agreement by and between Proffitt's,
Inc. and Frederick J. Mershad dated March 28, 1995 (10)
10.51 Form of Employment Agreement by and between Proffitt's,
Inc. and Gary L. Howard dated March 28, 1995 (10)
10.52 Form of Employment Agreement by and between Proffitt's,
Inc. and Brian J. Martin dated March 28, 1995 (10)
10.53 * Form of Employment Agreement by and between
Proffitt's, Inc. and James E. VanNoy dated April 1, 1996
10.54 * Form of Employment Agreement by and between
Proffitt's, Inc. and David W. Baker dated April 1, 1996
10.55 Form of Employment Agreement by and between Proffitt's,
Inc. and A. Coleman Piper dated March 28, 1995 (10)
10.56 Form of Employment Agreement by and between Proffitt's,
Inc. and Robert Oliver dated March 28, 1995 (10)
10.57 Form of Employment Agreement by and between Proffitt's,
Inc. and Julia A. Bentley dated March 28, 1995 (10)
10.58 Form of Employment Agreement by and between Proffitt's,
Inc. and Anne Breier Pope dated March 28, 1995 (10)
10.59 * Form of Employment Agreement by and between
Proffitt's, Inc. and William White dated February 2,
1996
10.60 * Form of Employment Agreement by and between
Proffitt's, Inc. and John White dated February 2, 1996
10.61 * Form of Employment Agreement by and between
Proffitt's, Inc. and Tom Amerman dated February 2, 1996
10.62 * Form of Employment Agreement by and between
Proffitt's, Inc. and W. Thomas Gould dated October 22,
1995
10.63 * Form of Employment Agreement by and between
Proffitt's, Inc. and Robert M. Mosco dated October 22,
1995
10.64 Younkers, Inc. Stock and Incentive Plan (14)
10.65 Younkers, Inc. Management Stock Option Plan (14)
10.66 Deferred Compensation Agreement between Younkers, Inc.
and W. Thomas Gould, as amended (14)
10.67 Deferred Compensation Agreement between Younkers, Inc.
and Robert M. Mosco, as amended (14)
10.68 Younkers, Inc. 1993 Long-Term Incentive Plan (16)
10.69 Amended and Restated Younkers Associate Profit Sharing
and Savings Plan (15)
10.70 First Amendment to Younkers Associate Profit Sharing
and Savings Plan effective as of June 1, 1993 (17)
10.71 Second Amendment to Younkers Associate Profit Sharing
and Savings Plan effective as of July 7, 1993 (18)
10.72 Form of Younkers, Inc. Deferred Compensation Plan (17)
10.73 Form of Severance Agreement between Younkers, Inc. and
its executive officers (19)
11.1 * Statement re: computation of earnings per share
13.1 * Annual Report to Shareholders for the fiscal year ended
February 3, 1996 (not to be deemed filed except for
those portions thereof which are incorporated herein by
reference in this Annual Report)
21.1 * Subsidiaries of the registrant
23.1 * Consents of Independent Accountants
27.1 * Financial Data Schedule
* Previously unfiled documents are noted with an asterisk.
(1) Incorporated by reference from the Exhibits to the Form S-1
Registration Statement No. 33-13548 of Proffitt's, Inc. dated June
3, 1987.
(2) Incorporated by reference from the Exhibits to the Form 10-K
of Proffitt's, Inc. for the fiscal year ended January 28, 1989.
(3) Incorporated by reference from the Exhibits to the Form S-8
Registration Statement No. 33-46306 of Proffitt's, Inc. dated March
10, 1992.
(4) Incorporated by reference from the Exhibits to the Form S-3
Registration Statement No. 33-70000 of Proffitt's, Inc. dated
October 19, 1993.
(5) Incorporated by reference from the Exhibits to the Form 10-K
of Proffitt's, Inc. for the fiscal year ended January 29, 1994.
(6) Incorporated by reference from the Exhibits to the Form 8-K of
Proffitt's, Inc. dated April 14, 1994.
(7) Incorporated by reference from the Exhibits to the Form S-8
Registration Statement No. 33-80602 of Proffitt's, Inc. dated June
23, 1994.
(8) Incorporated by reference from the Exhibits to the Form S-8
Registration Statement No. 33-88390 of Proffitt's, Inc. dated
January 11, 1995.
(9) Incorporated by reference from the Exhibits to the Form 8-K of
Proffitt's, Inc. dated April 3, 1995.
(10) Incorporated by reference from the Exhibits to the Form 10-K
of Proffitt's, Inc. for the fiscal year ended January 28, 1996.
(11) Incorporated by reference from the Exhibits to the Form 10-Q
of Proffitt's, Inc. for the quarter ended April 29, 1995.
(12) Incorporated by reference from the Exhibits to the Form 10-Q
of Proffitt's, Inc. for the quarter ended July 29, 1995.
(13) Incorporated by reference from the Exhibits to the Form S-4
Registration Statement No. 333-00029 of Proffitt's, Inc. dated
January 3, 1996.
(14) Incorporated by reference from the Exhibits to the Form S-1
Registration Statement No. 33-45771 of Younkers, Inc.
(15) Incorporated by reference from the Exhibits to the Form S-1
Registration Statement No. 33-60060 of Younkers, Inc.
(16) Incorporated by reference from the Exhibits to the Form S-8
Registration Statement No. 33-59224 of Younkers, Inc.
(17) Incorporated by reference from the Exhibits to the Form 10-Q
of Younkers, Inc. for the quarter ended May 1, 1993.
(18) Incorporated by reference from the Exhibits to the Form 10-Q
of Younkers, Inc. for the quarter ended July 31, 1993.
(19) Incorporated by reference from Exhibit 4 of Younkers, Inc.
Solicitation/Recommendation Statement on Schedule 14D-9 dated
January 9, 1995.
(20) Incorporated by reference from the Exhibits to the Form 10-Q
of Younkers, Inc. for the quarter ended July 29, 1995.