Commission File Number 0-15907
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 1, 1997 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 20080, Jackson, Mississippi 39289
Registrant's telephone number, including area code: (601) 968-4400
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 statement incorporated by reference in Part II of
this Form 10-K or any amendment to this Form 10-K. ( )
The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of March 21, 1997 was approximately $958,639,644.
As of March 21, 1997, the number of shares of the Registrant's Common
Stock outstanding was 28,128,846.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Proffitt's, Inc. Annual Report to Shareholders for
the Fiscal Year Ended February 1, 1997 are incorporated by
reference into Part II.
(2) Portions of the Proffitt's, Inc. Proxy Statement dated May 1, 1997
for the Annual Shareholders' Meeting to be held on June 19, 1997
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. 9
3 Legal Proceedings. 18
4 Submission of Matters to a Vote of Security
Holders. 18
Executive Officers of the Registrant. 18
Part II 5 Market for Registrant's Common Equity and Related
Stockholder Matters. 24
6 Selected Financial Data. 24
7 Management's Discussion and Analysis of Financial
Condition and Results of Operations. 24
8 Financial Statements and Supplementary Data. 24
9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. 24
Part III 10 Directors and Executive Officers of the
Registrant. 25
11 Executive Compensation. 25
12 Security Ownership of Certain Beneficial Owners
and Management. 25
13 Certain Relationships and Related Transactions. 25
Part IV 14 Exhibits, Financial Statement Schedules, and
Reports on Form 8-K. 26
Signatures 28
PART I
Item 1. Business.
General.
Founded in 1919, Proffitt's, Inc. ("Proffitt's" or the "Company") is a
leading regional department store company primarily offering moderate to
better brand name fashion apparel, shoes, accessories, cosmetics, and
decorative home furnishings. Proffitt's stores are principally anchor
stores in leading regional or community malls.
Proffitt's operates five store divisions. The Proffitt's Division,
headquartered in Knoxville, Tennessee, operates 19 stores in Tennessee
(12), Georgia (2), Kentucky (2), North Carolina (1), Virginia (1), and
West Virginia (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 48 stores in Iowa (18), Wisconsin (17),
Michigan (5), Nebraska (5), Illinois (1), Minnesota (1), and South
Dakota (1). The Parisian Division, headquartered in Birmingham,
Alabama, operates 40 stores in Alabama (15), Georgia (7), Florida (4),
Ohio (4), South Carolina (3), Tennessee (3), Indiana (2), Michigan (1),
and Mississippi (1). The Herberger's Division, headquartered in St.
Cloud, Minnesota, operates 39 stores in Minnesota (14), Montana (5),
Nebraska (5), Wisconsin (4), North Dakota (3), South Dakota (3), Iowa
(2), Colorado (1), Illinois (1), and Wyoming (1).
Proffitt's has experienced significant growth since 1992. During 1992
and 1993, Proffitt's 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. Seven of these stores, located in Virginia,
were subsequently sold to Dillard Department Stores, Inc. in April 1997.
In March 1994, Proffitt's acquired all of the outstanding Common Stock
of Macco Investments, Inc., a holding company for McRae's, Inc., a
privately-owed retail department store chain with 28 stores
headquartered in Jackson, Mississippi. The transaction was accounted
for as a purchase.
In April 1995, Proffitt's completed the 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 prior
fiscal year end), Proffitt's combined its business with Younkers, Inc.,
a 51 unit, publicly-owned retail department store chain headquartered in
Des Moines, Iowa. This combination 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
Common Stock, with approximately 8.8 million shares issued in the
transaction. Outstanding options to purchase Younkers Common Stock were
converted into options to purchase approximately 677,000 shares of
Proffitt's Common Stock.
On October 11, 1996, Proffitt's acquired Parisian, Inc., a closely-held
38 unit specialty department store company headquartered in Birmingham,
Alabama. This business combination was accounted for as a purchase.
Proffitt's paid Parisian shareholders approximately $110 million in cash
and issued approximately 2.9 million shares of Common Stock.
Outstanding options to purchase Parisian Common Stock were converted
into options to purchase approximately 406,000 shares of Proffitt's
Common Stock.
Effective February 1, 1997 (immediately preceding the Company's current
fiscal year end), Proffitt's combined its business with G.R.
Herberger's, Inc., a 40 unit, employee-owned retail department store
chain headquartered in St. Cloud, Minnesota. This combination was
accounted for as a pooling of interests. Each outstanding share of G.R.
Herberger's, Inc. Common Stock was converted into approximately .4985
shares of Proffitt's Common Stock, with 4.0 million shares issued in the
transaction.
Proffitt's closed three unproductive units (one Proffitt's store and two
Younkers stores) in January 1996, an additional unproductive Younkers
unit in August 1996, and an unproductive Herberger's store in January
1997. Two additional Younkers stores were sold to a third party in
March 1996.
A new McRae's store in Selma, Alabama was opened in March 1996, a new
Proffitt's Division store was opened in Morgantown, West Virginia in
October 1996, and new Parisian stores were opened in Macon, Georgia and
Tupelo, Mississippi in February 1997 and April 1997, respectively.
Proffitt's has announced the planned openings of a new Proffitt's
Division store in Parkersburg, West Virginia in 1998; new McRae's stores
in Biloxi and Meridian, Mississippi and Baton Rouge, Louisiana in 1997;
new Younkers units in Grandville, Michigan and Iowa City, Iowa in 1998;
and new Parisian stores in Birmingham, Alabama and metropolitan Atlanta,
Georgia in 1997. Proffitt's is currently negotiating several other new
unit opportunities. In addition, several store renovations and
expansions are planned for 1997.
During 1995 and 1996, in order to improve efficiencies and reduce
overhead costs, Proffitt's centralized certain administrative and
support functions, such as accounting, information systems, credit, and
store planning, for the Proffitt's, McRae's, and Younkers Divisions.
Proffitt's is in the process of further consolidating these functions to
include the Parisian Division, with the majority of this restructuring
to be completed by fall 1997. Consolidation of these functions for the
Herberger's division will begin in 1997 and be completed in 1998.
Merchandising, stores, sales promotion/advertising, visual, and various
support functions for the Proffitt's, McRae's, Younkers, Parisian, and
Herberger's Divisions will remain headquartered in Knoxville, Jackson,
Des Moines, Birmingham, and St. Cloud, respectively.
Merchandising.
Proffitt'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. Proffitt'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, Karen Kane, Jones New York, Polo/Ralph Lauren,
Tommy Hilfiger, Nautica, Calvin Klein, Guess, Haggar, Estee Lauder,
Clinique, Lancome, Vanity Fair, Nine West, Enzo, Coach, Brighton,
Birkenstock, and Timberland. Proffitt's 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.
Proffitt's has developed a thorough knowledge of each of its regional
markets and customer bases. This market knowledge is gained through the
Company's regional merchandising structure in conjunction with store
visits by senior management and merchandising personnel and use of on-line
merchandise information. Proffitt's strives to tailor each store's
merchandise assortments to the unique characteristics of its markets.
The Company recently formed the Proffitt's Merchandising Group (the
"Group") headquartered in Birmingham, Alabama. The Group coordinates
merchandising planning and execution, as well as visual, marketing, and
advertising activities between the merchandising divisions.
Certain departments in Proffitt'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
Proffitt's direct participation in the business. The leased departments
vary by store to complement Proffitt's own merchandising departments.
Leased departments include 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
Proffitt's total sales. Management regularly evaluates the performance
of the leased departments and requires compliance with established
customer service guidelines.
The shoe business was a leased operation at the Younkers Division until
August 1996, when it was converted to an owned operation. Management
believes this conversion has positive sales and gross margin
implications for the Company. The shoe departments at the other
Divisions are also owned.
For the year ended February 1, 1997, Proffitt's percentages of net sales
by major merchandise category (by division) were as follows:
Category: Proffitt's McRae's Younkers Parisian Herberger's Total
- -------- ---------- --------- ---------- ----------- ---------- --------
Women's 32.6% 25.9% 31.7% 27.5% 39.0% 31.3%
Men's 13.7 16.6 16.1 25.0 15.3 16.9
Home 11.1 15.3 15.6 2.1 9.4 12.1
Cosmetics 15.0 11.4 10.9 10.9 8.6 11.2
Children's 7.8 7.3 6.8 9.5 12.9 8.4
Accessories 6.7 7.1 6.2 8.2 5.6 6.6
Shoes 7.3 8.0 2.9 10.1 5.4 6.1
Lingerie 4.2 3.9 4.6 3.2 3.8 4.0
------ ------ ------ ------ ------ -----
Owned 98.4 95.5 94.8 96.5 100.0 96.6
Leased 1.6 4.5 5.2 3.5 0.0 3.4
------ ------ ------ ------ ------ -----
Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Note: Percentages above represent the entire year even though the
Parisian Division was not owned by Proffitt's for the entire year.
Pricing
Proffitt's primary merchandise focus is on moderate to better-priced
nationally branded merchandise. Management believes that customers
respond to promotional events more favorably than they do to "everyday
low pricing." Accordingly, while the Company continues to maintain a
pricing structure that provides value to its customers, Proffitt's
business is somewhat promotional. Proffitt's runs various promotional
events throughout the year.
Proffitt's recognizes that competitors sometimes price merchandise below
Proffitt's prices. In such situations, it is Proffitt's policy to match
competitors' prices. Accordingly, sales associates have the authority
to reduce the price of any merchandise if the customer has seen the same
item advertised or sold at a lower price in the same market.
Purchasing and Distribution
Proffitt's purchases merchandise from numerous suppliers. Management
monitors Proffitt'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 good relationships
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. An 182,000 square foot center in Green Bay,
Wisconsin serves the Division's northern stores, and an 120,000 square
foot facility in Ankeny, Iowa serves the Division's southern stores.
Parisian's 125,000 square foot distribution facility is located in
Birmingham, Alabama. Herberger's operates a 98,000 square foot
distribution center near St. Cloud, Minnesota.
The distribution centers utilize the latest technology. Proffitt's
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
Proffitt'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, human resources, general
ledger, credit, 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. Proffitt's uses electronic data interchange technology (EDI)
with many of its top vendors to facilitate timely merchandise
replenishment.
Proffitt's continually upgrades its information systems to improve
operations and support future growth.
Marketing
Proffitt'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.
Proffitt's uses a multi-media approach, including newspaper, television,
radio, and direct mail. The Company's advertising and special events
are produced by divisional in-house sales promotion staffs in
conjunction with outside advertising agencies, when needed. Proffitt's
utilizes data captured through the use of the Proffitt's, McRae's,
Younkers, and Parisian 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,
Proffitt's also sponsors fashion shows and in-store special events
highlighting Proffitt's key brands.
Proprietary Credit Cards
The Company issues proprietary credit cards for each of the Proffitt's,
McRae's, Younkers, and Parisian Divisions. Frequent use of the
Company's proprietary credit cards by customers is an important element
in the Company's marketing and growth strategies. The Company believes
that proprietary credit card holders shop more frequently with the
Company, purchase more merchandise, and are generally more loyal to the
Company than are customers who pay with cash or third-party credit
cards. As previously mentioned, the Company also makes frequent use of
the names and addresses of its proprietary credit card holders in direct
marketing efforts.
The Company seeks to expand the number and use of its proprietary credit
cards by, among other things, providing incentives to sales associates
to open "instant credit" accounts, which can generally be opened within
approximately three minutes. Also, customers who open accounts are
entitled to certain discounts on initial and subsequent purchases.
The Company has approximately 1.9 million credit accounts which have
been active within the prior six months.
The Herberger's Division does not currently issue a proprietary credit
card but will introduce such a card to its customer base beginning in
May 1997.
Customer Service
Proffitt's believes that personal customer attention builds loyalty and
that Proffitt's sales associates generally 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
Proffitt'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. Proffitt'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 Proffitt's. Management
believes that its knowledge of Proffitt'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, 1997, the Company employed approximately 27,000
associates, of which approximately 13,000 were employed on a part-time
basis. Proffitt's hires additional temporary employees and increases
the hours of part-time employees during seasonal peak selling periods.
Approximately 20 associates in the Younkers Division are covered by a
collective bargaining agreement. Proffitt's considers its relations
with its employees to be good.
Item 2. Properties.
The Proffitt's Division's leased administrative offices are located 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, which consists of 272,000 square feet of space. McRae's
164,000 square foot distribution center in metropolitan Jackson is
owned.
The Younkers Division's 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 Parisian Division's owned administrative office building is located
in Birmingham, Alabama and consists of 125,000 square feet. The 125,000
square foot Parisian distribution facility in Birmingham is owned.
The Herberger's Division's owned administrative offices are located with
the St. Cloud, Minnesota store and consist of 58,000 square feet of
space. The 98,000 square foot distribution center in Sartell,
Minnesota, near St. Cloud, is owned.
The following table summarizes all owned and leased store locations.
Store leases generally require Proffitt's to pay the greater of a fixed
minimum rent or an amount based on a percentage of sales. Generally,
Proffitt's 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, Proffitt's contributes
to common mall promotion, maintenance, property tax, and insurance
expenses at its owned locations.
APPROX. APPROX. YEAR RENOVATED
GROSS SELLING OWNED/ OPENED OR OR
STORE LOCATIONS FOOTAGE FOOTAGE LEASED ACQUIRED EXPANDED
_____________________________ _________ _________ _______ _________ _________
PROFFITT'S DIVISION:
KNOXVILLE, TN METROPOLITAN MARKET:
College Square (Morristown, TN) 50,000 43,000 Owned 1993 -
East Towne 102,000 85,600 Owned 1984 1992
Foothills (Maryville, TN)* 145,000 121,000 Owned 1983 1993
Oak Ridge (Oak Ridge, TN)* 111,000 94,600 Leased 1974 1993
Proffitt's Plaza (Athens, TN) 54,000 48,200 Leased 1965 1992
West Town 161,800 141,000 Leased 1972 1995
CHATTANOOGA, TN METROPOLITAN MARKET:
Bradley Square (Cleveland, TN) 50,000 45,800 Leased 1992 1992
Hamilton Place* 245,000 202,300 Owned 1988 1993
Mt. Berry Square (Rome, GA) 65,000 56,300 Leased 1993 1993
Northgate 94,500 80,800 Owned 1989 1993
Walnut Square (Dalton, GA) 55,000 48,400 Owned 1988 1988
TRI-CITIES, TN/VA METROPOLITAN MARKET:
Bristol Mall (Bristol, VA) 46,000 39,300 Leased 1992 -
Fort Henry (Kingsport, TN)* 141,500 121,300 Leased 1992 1995
Greeneville Commons
(Greeneville, TN) 41,700 35,800 Leased 1995 -
Mall at Johnson City
(Johnson City, TN)* 152,000 127,700 Leased 1992 1995
ASHEVILLE, NC METROPOLITAN MARKET:
Biltmore Square Mall 80,000 71,100 Owned 1989 -
KENTUCKY:
Ashland Town Center (Ashland, KY) 65,000 56,600 Leased 1993 1993
Towne Mall (Elizabethtown, KY) 50,000 41,800 Leased 1993 1993
WEST VIRGINIA:
Morgantown (Morgantown, WV) 85,700 75,800 Leased 1996 1996
TOTAL PROFFITT'S DIVISION
(19 stores) 1,795,200 1,536,400
*Dual store operation.
APPROX. APPROX. YEAR RENOVATED
GROSS SELLING OWNED/ OPENED OR OR
STORE LOCATIONS FOOTAGE FOOTAGE LEASED ACQUIRED EXPANDED
_____________________________ _________ _________ _______ _________ _________
MCRAE'S DIVISION:
JACKSON, MS METROPOLITAN MARKET:
Meadowbrook Mart 68,900 57,600 Leased 1955 1987
Metrocenter 231,400 188,000 Owned 1978 1992
Northpark (Ridgeland, MS) 207,200 176,100 Owned 1984 -
BIRMINGHAM, AL METROPOLITAN MARKET:
Brookwood Village 108,800 89,900 Leased 1975 1993
Century Plaza 125,100 109,900 Leased 1980 1991
Riverchase Galleria (Hoover, AL) 136,200 121,200 Leased 1986 -
Roebuck Plaza 65,600 55,800 Leased 1960 -
Western Hills (Fairfield, AL) 129,600 109,200 Leased 1980 1986
HUNTSVILLE, AL:
Madison Square 99,700 86,400 Leased 1984 -
Parkway City 75,700 60,800 Leased 1961 -
FLORIDA PANHANDLE:
Santa Rosa (Mary Ester, FL) 83,900 75,100 Owned 1986 -
University (Pensacola, FL) 145,300 114,000 Owned 1974 1986
MOBILE, AL:
Springdale 168,300 141,800 Owned 1984 -
OTHER MISSISSIPPI MARKETS:
Barnes Crossing (Tupelo, MS) 100,200 88,900 Owned 1976 1990
Greenville (Greenville, MS) 68,100 59,100 Leased 1973 -
Natchez (Natchez, MS) 67,300 57,100 Leased 1979 1993
Pemberton (Vicksburg, MS) 63,200 54,500 Owned 1970 1985
Sawmill Square (Laurel, MS) 65,800 58,500 Owned 1981 -
Singing River (Gautier, MS) 89,300 79,200 Owned 1980 -
TurtleCreek (Hattiesburg, MS) 129,000 110,400 Owned 1973 1995
University (Columbus, MS) 75,700 66,700 Owned 1983 -
Village Fair (Meridian, MS) 78,700 67,300 Leased 1972 -
OTHER ALABAMA MARKETS:
Eastdale (Montgomery, AL) 69,200 62,400 Leased 1977 -
Gadsden (Gadsden, AL) 80,500 69,400 Leased 1974 1994
Regency Square (Florence, AL) 41,000 35,200 Leased 1978 -
Selma (Selma, AL) 74,200 63,900 Leased 1996 -
University (Tuscaloosa, AL) 90,900 80,000 Leased 1980 -
Wiregrass Commons (Dothan, AL) 96,200 87,000 Leased 1986 -
LOUISIANA:
Pecanland (Monroe, LA) 106,500 94,800 Owned 1985 -
TOTAL MCRAE'S DIVISION
(29 stores) 2,941,500 2,520,200
APPROX. APPROX. YEAR RENOVATED
GROSS SELLING OWNED/ OPENED OR OR
STORE LOCATIONS FOOTAGE FOOTAGE LEASED ACQUIRED EXPANDED
_____________________________ _________ _________ _______ _________ _________
YOUNKERS DIVISION
DES MOINES, IA METROPOLITAN MARKET:
Downtown 113,800 104,100 Leased 1900 1994
Merle Hay 195,000 154,900 Leased 1959 1995
Southridge 105,000 91,200 Leased 1975 1994
Valley West 164,000 143,300 Leased 1972 1995
CEDAR RAPIDS, IA:
Lindale 100,000 89,200 Leased 1960 -
Westdale 100,000 79,000 Leased 1980 1995
SIOUX CITY, IA:
Sioux City Mall 90,000 77,000 Leased 1980 -
Town Square Downtown 60,000 47,300 Leased 1986 -
QUAD CITIES, IA/IL METROPOLITAN MARKET:
Duck Creek Plaza (Bettendorf, IA) 60,000 53,800 Leased 1960 -
Northpark (Davenport, IA) 100,000 86,100 Leased 1973 1994
Southpark (Moline, IL) 100,000 91,600 Leased 1974 1990
MILWAUKEE, WI:
Northridge 167,400 142,000 Leased 1992 -
Southridge 204,400 163,700 Leased 1992 1996
MADISON, WI:
East Towne 138,400 123,700 Leased 1992 1994
West Towne 139,600 126,100 Leased 1992 -
OMAHA, NE:
Crossroads 190,000 160,800 Leased 1987 -
Oakview 150,000 129,100 Leased 1991 -
Westroads 172,000 142,000 Leased 1968 1994
OTHER IOWA MARKETS:
College Square (Cedar Falls, IA) 83,500 75,800 Leased 1986 1986
Crossroads Center (Fort Dodge, IA) 54,200 48,800 Leased 1979 1994
Kennedy Center (Dubuque, IA) 126,300 107,000 Leased 1968 1993
Marshalltown Plaza
(Marshalltown, IA) 40,000 33,700 Leased 1992 1994
North Grand (Ames, IA) 50,000 43,600 Leased 1987 -
Old Capitol (Iowa City, IA) 60,000 50,800 Leased 1980 -
Southbridge (Mason City, IA) 59,500 51,600 Leased 1984 1994
Westland (West Burlington, IA) 47,000 42,600 Leased 1977 1994
APPROX. APPROX. YEAR RENOVATED
GROSS SELLING OWNED/ OPENED OR OR
STORE LOCATIONS FOOTAGE FOOTAGE LEASED ACQUIRED EXPANDED
_____________________________ _________ _________ _______ _________ _________
YOUNKERS DIVISION (cont.):
OTHER WICONSIN MARKETS:
Downtown (Sheboygan, WI) 136,900 98,800 Leased 1992 -
Downtown (Sturgeon Bay, WI) 57,100 42,000 Leased 1992 -
Edgewater Plaza (Manitowoc, WI) 44,300 40,300 Leased 1992 -
Forest (Fond du Lac, WI) 78,400 71,400 Leased 1992 -
Fox River (Appleton, WI) 113,000 102,600 Leased 1992 -
London Square (Eau Claire, WI) 98,800 91,900 Leased 1992 -
Mariner (Superior, WI) 43,300 40,300 Leased 1992 -
Northway (Marshfield, WI) 44,400 39,700 Leased 1992 -
Pine Tree (Marinette, WI) 43,300 40,200 Leased 1992 -
Port Plaza (Green Bay, WI) 255,000 167,900 Leased 1992 -
Rapids (Wisconsin Rapids, WI) 44,400 40,200 Leased 1992 -
Regency (Racine, WI) 113,600 85,600 Leased 1992 -
Wausau Center (Wausau, WI) 98,900 88,600 Leased 1992 -
MICHIGAN MARKETS:
Bay City (Bay City, MI) 67,700 60,500 Leased 1992 -
Birchwood (Port Huron, MI) 67,900 60,800 Leased 1992 -
Cherryland (Traverse City, MI) 48,800 45,500 Leased 1992 -
Marquette Plaza (Marquette, MI) 44,300 40,100 Leased 1992 -
West Shore (Holland, MI) 67,900 58,200 Leased 1992 -
MINNESOTA:
Oak Park (Austin, MN) 45,000 36,900 Leased 1975 1993
SOUTH DAKOTA:
The Empire Mall (Sioux Falls, SD) 105,000 95,500 Leased 1975 1989
NEBRASKA MARKETS:
Conestoga (Grand Island, NE) 60,000 51,500 Leased 1974 1993
Gateway (Lincoln, NE) 103,000 89,200 Leased 1987 1989
TOTAL YOUNKERS DIVISION
(48 stores) 4,651,100 3,946,500
APPROX. APPROX. YEAR RENOVATED
GROSS SELLING OWNED/ OPENED OR OR
STORE LOCATIONS FOOTAGE FOOTAGE LEASED ACQUIRED EXPANDED
_____________________________ _________ _________ _______ _________ _________
PARISIAN DIVISION:
BIRMINGHAM, AL METROPOLITAN MARKET:
AmSouth-Harbert Center 21,500 15,500 Leased 1933 1989
Eastwood 130,000 85,600 Leased 1969 1990
Five Points West 60,000 46,800 Leased 1963 1992
Riverchase Galleria (Hoover, AL) 200,000 149,200 Owned/ 1986 1995
leased
Vestavia Hills Shopping Center 52,500 41,100 Leased 1965 -
Wildwood Centre (clearance center) 50,000 25,000 Leased 1986 1991
HUNTSVILLE, AL METROPOLITAN MARKET:
Madison Square 115,000 76,700 Leased 1984 -
Parkway City 77,000 66,500 Leased 1976 1986
MONTGOMERY, AL METROPOLITAN MARKET:
Eastdale 59,000 52,300 Leased 1977 -
Montgomery 113,000 77,900 Owned 1988 -
OTHER ALABAMA MARKETS:
Bel Air (Mobile, AL) 122,500 100,300 Leased 1984 1996/97
Regency Square (Florence, AL) 50,000 42,000 Leased 1978 -
River Oaks (Decatur, AL) 90,300 57,300 Leased 1963 1988
University (Tuscaloosa, AL) 77,000 60,300 Leased 1981 1993/94
Wiregrass Commons (Dothan, AL) 65,000 55,100 Owned 1986 -
ATLANTA, GA METROPOLITAN MARKET:
Gwinnett Place 128,000 95,700 Leased 1993 -
Northlake 103,000 74,000 Leased 1994 -
Phipps Plaza 170,000 110,000 Leased 1992 -
Town Center at Cobb 131,000 91,000 Leased 1992 -
OTHER GEORGIA MARKETS:
Macon (Macon, GA) 105,000 78,800 Leased 1997 -
Peachtree (Columbus, GA) 87,600 78,100 Owned 1985 -
Savannah (Savannah, GA) 102,200 73,600 Leased 1991 -
FLORIDA:
Cordova (Pensacola, FL) 75,000 65,000 Owned 1987 -
Tallahassee (Tallahassee, FL) 115,000 80,200 Leased 1992 -
The Avenues (Jacksonville, FL) 116,300 85,700 Leased 1994 -
Seminole Towne Center
(Orlando, FL) 132,000 93,300 Leased 1995 -
APPROX. APPROX. YEAR RENOVATED
GROSS SELLING OWNED/ OPENED OR OR
STORE LOCATIONS FOOTAGE FOOTAGE LEASED ACQUIRED EXPANDED
_____________________________ _________ _________ _______ _________ _________
PARISIAN DIVISION (cont.):
INDIANAPOLIS, IN METROPOLITAN MARKET:
Circle Centre 143,000 91,200 Leased 1995 -
Keystone at the Crossings 128,000 92,700 Leased 1993 -
MICHIGAN:
Laurel Park Place (Livonia, MI) 148,800 106,800 Leased 1994 -
MISSISSIPPI:
Barnes Crossing (Tupelo, MS) 84,000 62,000 Owned 1997 -
CINCINNATI, OH METROPOLITAN MARKET:
Beechmont 133,000 86,400 Leased 1993 -
Forest Fair 144,700 103,000 Leased 1989 -
Kenwood Towne Centre 147,500 100,000 Leased 1993 -
OTHER OHIO MARKETS:
Fairfield Commons (Dayton, OH) 130,000 93,800 Leased 1993 -
COLUMBIA, SC METROPOLITAN MARKET:
Columbiana Centre 95,000 82,000 Leased 1996 -
Richland Fashion 100,000 65,100 Leased 1989 -
OTHER SOUTH CAROLINA MARKETS:
Greenville (Greenville, SC) 120,200 79,800 Leased 1995 -
TENNESSEE:
CoolSprings Galleria
(Nashville, TN) 132,600 95,800 Leased 1994 -
Hamilton Place (Chattanooga, TN) 92,500 63,600 Owned 1987 1996
West Town (Knoxville, TN) 143,300 96,900 Leased 1994 -
TOTAL PARISIAN DIVISION
(40 stores) 4,290,500 3,096,100
APPROX. APPROX. YEAR RENOVATED
GROSS SELLING OWNED/ OPENED OR OR
STORE LOCATIONS FOOTAGE FOOTAGE LEASED ACQUIRED EXPANDED
_____________________________ _________ _________ _______ _________ _________
HERBERGER'S DIVISION:
COLORADO:
Mesa (Grand Junction, CO) 72,300 66,100 Leased 1991 -
ILLINOIS:
Lincoln Square (Urbana, IL) 104,000 86,800 Leased 1994 -
IOWA:
Crossroads (Waterloo, IA) 86,800 73,500 Leased 1989 -
Quincy Place (Ottumwa, IA) 55,300 50,400 Leased 1989 -
MINNESOTA:
Apache Plaza (St. Anthony, MN) 43,100 39,300 Leased 1987 1988
Centre Square (St. Cloud, MN) 93,300 74,400 Owned 1927 1984
Kandi (Willmar, MN) 77,500 70,700 Leased 1981 1992
Marketplatz (New Ulm, MN) 47,300 39,300 Leased 1946 1992
Moorhead Center (Moorhead, MN) 106,200 92,200 Leased 1983 1992
Northbridge (Albert Lea, MN) 64,400 58,100 Leased 1967 1994
Paul Bunyan (Bemidji, MN) 56,400 50,400 Leased 1994 -
River Hills (Mankato, MN) 71,000 63,900 Leased 1991 -
Signal Hills (West St. Paul, MN) 66,000 50,800 Leased 1981 1991
St. Croix (Stillwater, MN) 67,300 55,400 Leased 1990 1994
Thunderbird (Virginia, MN) 66,600 61,900 Leased 1954 1991
Viking Plaza (Alexandria, MN) 70,300 63,600 Leased 1963 1993
Westgate (Brainerd, MN) 61,500 55,600 Leased 1985 1992
Westridge (Fergus Falls, MN) 39,500 35,700 Leased 1978 1992
MONTANA:
Butte Plaza (Butte, MT) 65,000 61,300 Leased 1994 -
Holiday Village (Great Falls, MT) 80,100 66,800 Leased 1976 1991
Holiday Village (Havre, MT) 35,200 32,600 Leased 1980 -
Kalispell Center (Kalispell, MT) 54,000 49,400 Leased 1986 1989
Rimrock (Billings, MT) 41,500 37,900 Leased 1976 -
NEBRASKA:
Hilltop (Kearney, NE) 40,700 36,000 Leased 1984 1987
Imperial (Hastings, NE) 53,000 46,400 Leased 1982 1992
Monument (Scottsbluff, NE) 72,700 66,200 Leased 1986 1993
Sunset Plaza (Norfolk, NE) 77,400 69,000 Leased 1982 1994
The Mall (North Platte, NE) 43,500 37,600 Leased 1982 1985
NORTH DAKOTA:
Dakota Square (Minot, ND) 52,500 47,600 Leased 1980 1988
Kirkwood (Bismarck, ND) 92,500 83,800 Leased 1971 1993
Prairie Hills (Dickinson, ND) 43,000 38,500 Leased 1979 1991
APPROX. APPROX. YEAR RENOVATED
GROSS SELLING OWNED/ OPENED OR OR
STORE LOCATIONS FOOTAGE FOOTAGE LEASED ACQUIRED EXPANDED
_____________________________ _________ _________ _______ _________ _________
HERBERGER'S DIVISION (cont.):
SOUTH DAKOTA:
Lakewood (Aberdeen, SD) 79,700 74,000 Leased 1990 1996
Rushmore (Rapid City, SD) 89,000 82,000 Leased 1978 1992
Watertown Mall (Watertown, SD) 40,300 36,400 Leased 1943 1978
WISCONSIN:
Beaver Dam Mall (Beaver Dam, WI) 35,400 31,000 Leased 1981 -
Cedar (Rice Lake, WI) 54,700 48,500 Leased 1945 1995
The Avenue (Appleton, WI) 120,000 102,600 Leased 1993 -
Valley View (LaCrosse, WI) 41,300 36,400 Leased 1965 1980
WYOMING:
White Mountain (Rock Springs, WY) 37,500 33,900 Leased 1979 -
TOTAL HERBERGER'S DIVISION
(39 stores) 2,497,800 2,206,000
TOTAL COMPANY (175 stores) 16,176,100 13,305,200
Item 3. Legal Proceedings.
The Company is involved in several legal proceedings arising from its
normal business activities, and reserves have been established where
appropriate. Management believes that none of these legal proceedings
will have a material adverse effect on the financial condition, results
of operations, or cash flows of the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Executive Officers of the Registrant.
The name, age, and position held with the Company for each of the
executive officers of the Company are set forth below.
Name Age Position
- ----- ----- ---------
Proffitt's, Inc. Corporate Officers:
R. Brad Martin 45 Chairman of the Board of Directors and
Chief Executive Officer
James A. Coggin 54 President and Chief Operating Officer
Robert M. Mosco 47 President and Chief Executive Officer
of Proffitt's Merchandising Group
David W. Baker 60 Senior Vice President of Operations
Julia A. Bentley 38 Senior Vice President of Investor
Relations and Planning and Secretary
Douglas E. Coltharp 35 Executive Vice President and Chief
Financial Officer
Peggy Eskenasi 41 Senior Vice President of Private Label
and Brand Development
Fran U. Jose 36 Senior Vice President of Marketing and
Visual
Brian J. Martin 40 Senior Vice President of Human
Resources and Law and General Counsel
Michael R. Molitor 37 Senior Vice President of Merchandise
Planning and Analysis
James E. VanNoy 57 Senior Vice President of Management
Information Systems
John J. White 46 Senior Vice President of Profit
Improvement and Special Projects
Sharron Williams 47 Senior Vice President and Corporate
General Merchandise Manager of
Cosmetics
Donald E. Wright 39 Senior Vice President of Finance and
Accounting
Proffitt's Division Officers:
Position open -- President and Chief Executive Officer
A. Coleman Piper 50 Executive Vice President of Stores
McRae's Division Officers:
Gary L. Howard 54 President and Chief Executive Officer
Robert Oliver 62 Executive Vice President of Stores
Younkers Division Officers:
Position open -- President and Chief Executive Officer
Toni E. Browning 40 Senior Vice President of Stores
Parisian Division Officers:
Donald E. Hess 48 Division Chairman
William D. Cappiello 53 President and Chief Executive Officer
Howard Finkelstein 53 Executive Vice President of Merchandising
Jim W. Adams 53 Executive Vice President of Stores
Herberger's Division Officers:
Frank E. Kulp, III 53 President and Chief Executive Officer
John B. Brownson 44 Executive Vice President and Chief
Operating Officer
Gary L. Pralle 44 Vice President of Stores
Proffitt's, Inc. Corporate Officers:
R. Brad Martin has served as a Director since 1984 and 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.
James A. Coggin was named President and Chief Operating Officer of
Proffitt's in March 1995 and served as Executive Vice President and
Chief Administrative Officer of Proffitt's 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.
Robert M. Mosco was promoted to President and Chief Executive Officer of
Proffitt's Merchandising Group in October 1996. Between February 1996
and October 1996, Mr. Mosco served as President and Chief Executive
Officer of the Younkers Division of Proffitt's, Inc. 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.
David W. Baker was named Senior Vice President of Operations for
Proffitt's 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 in March 1994. From January
1993 to March 1994, Ms. Bentley served as Senior Vice President of
Finance, Chief Financial Officer, Secretary, and Treasurer, and from
March 1989 to January 1993, she served as Vice President, Chief
Financial Officer, Secretary, and Treasurer of the Company. Ms. Bentley
is a Certified Public Accountant and joined Proffitt's in 1987 after
several years with an international public accounting firm.
Douglas E. Coltharp joined Proffitt's in November 1996 as Executive Vice
President and Chief Financial Officer. Mr. Coltharp was with
NationsBank from 1987 to November 1996, where he held a variety of
senior positions including his most recent post of Senior Vice President
of Corporate Finance.
Peggy Eskenasi joined Proffitt's in February 1997 as Senior Vice
President of Private Label and Brand Development. Ms. Eskenasi was with
Frederick Atkins, Inc., a buying cooperative based in New York, between
1980 and January 1997, where she held a variety of merchandising
positions, including Senior Vice President and General Merchandise
Manager of Accessories, Intimate Apparel, Children's, Cosmetics, and
Shoes.
Fran U. Jose was named Senior Vice President of Marketing and Visual in
February 1997. Mr. Jose served as Vice President of Merchandising
Strategies at the Younkers Division between June 1996 and January 1997.
Prior to that, he held various merchandising and financial positions
with Saks Fifth Avenue and May Department Stores Company.
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 Proffitt's from March 1995 to August
1995. He joined Proffitt's 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 Management
Information Systems in February 1996. He served as Senior Vice
President and Chief Information Officer of Proffitt's from March 1994 to
February 1996. 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 Proffitt's 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 form January 1987 to December 1994 with Broadway Stores. Mr.
White obtained previous experience with Allied Stores and May Department
Stores Company.
Sharron Williams was promoted to Senior Vice President and Corporate
General Merchandise Manager of Cosmetics in February 1997. Ms. Williams
most recently held the position of Senior Vice President and General
Merchandise Manager of Cosmetics, Fashion Accessories, Intimate Apparel,
Children's, and Shoes for the McRae's Division of Proffitt's, Inc. She
joined McRae's in 1971.
Donald E. Wright was named to the post of Senior Vice President of
Finance and Accounting for the Company in April 1997. Mr. Wright is a
Certified Public Accountant and was a Partner with the international
accounting firm of Coopers & Lybrand. He joined Coopers & Lybrand in
1979.
Proffitt's Division Officers:
A. Coleman Piper was named Executive Vice President of Stores for the
Proffitt's Division of Proffitt's, Inc. in March 1995. He served with
Proffitt's, Inc. as Executive Vice President of 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 Proffitt's 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:
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.
Parisian Division Officers:
Donald E. Hess was named Chairman of the Parisian Division of
Proffitt's, Inc. in April 1997 and became a Director of Proffitt's in
October 1996. He served as President and Chief Executive Officer of the
Parisian Division from October 1996 to April 1997. Mr. Hess served as
President of Parisian, Inc. between 1976 and October 1996 and as Chief
Executive Officer between 1986 and October 1996.
William D. Cappiello was named President and Chief Executive Officer of
the Parisian Division in April 1997. Mr. Cappiello held a variety of
management and executive positions in both the merchandising and stores
areas with R.H. Macy & Co. between 1971 and April 1997. Between June
1993 and April 1997, he served as President of Merchandising for Macy's
West, Inc., and between August 1985 and May 1993, he was Director of
Stores for Macy's West.
Howard Finkelstein was named Executive Vice President of Merchandising
for the Parisian Division in October 1996. Mr. Finkelstein served as
Senior Vice President of Merchandising for Parisian, Inc. from June 1994
to October 1996. From February 1992 until June 1994, he was Senior Vice
President and General Merchandise Manager, and from 1983 to February
1992, he was Vice President and General Merchandise Manager. He joined
Parisian, Inc. in 1983.
Jim W. Adams was named Executive Vice President of Stores for the
Parisian Division in October 1996. Between February 1992 and October
1996, Mr. Adams served as Senior Vice President of Stores for Parisian,
Inc. From February 1986 to February 1992, he was Vice President of
Stores and Sales Promotion. He joined Parisian, Inc. in 1977.
Herberger's Division Officers:
Frank E. Kulp, III was named President and Chief Executive Officer of
the Herberger's Division of Proffitt's, Inc. in March 1997. Between
November 1995 and March 1997, he was a Senior Vice President and General
Merchandise Manager for Younkers. Prior to that, Mr. Kulp held the post
of President and Chief Operating Officer of Lamonts, a department store
chain headquartered in Bellevue, Washington. He also held previous
merchandising management positions with Donaldson's and Lazarus.
John B. Brownson was named Executive Vice President and Chief Operating
Officer of the Herberger's Division in March 1997. Mr. Brownson joined
Herberger's in 1992 as Vice President of Finance and Operations and was
promoted to Executive Vice President and Chief Financial Officer in
1995. Prior to joining Herberger's, he held various financial and
operations management positions with Highland Superstores, Inc. and
Donaldson's.
Gary L. Pralle was named Senior Vice President of Stores for the
Herberger's Division in February 1997. He served as Senior Vice
President of Stores for Herberger's, Inc. between 1993 and January 1997,
and prior to that, held various other store positions. He joined
Herberger's in 1971.
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 34 of the Proffitt's, Inc. Annual Report to
Shareholders for the Fiscal Year Ended February 1, 1997 (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 7 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 8 through 14 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 15 through 33 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 8 through 10 of the Proffitt's, Inc. Proxy Statement
dated May 1, 1997 (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 17 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 captions "Directors' Fees" and
"Executive Compensation" contained on pages 10 and 12 through 13,
respectively, of the Proxy Statement with respect to executive
compensation 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 4 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 10
through 11 and 17, 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 December 17,
1996 regarding the acquisition of Parisian, Inc. by Proffitt's,
Inc.
A report on Form 8-K was filed with the Commission on February 10,
1997 regarding the merger of G.R. Herberger's, Inc. and Proffitt's,
Inc.
A report on Form 8-K was filed with the Commission on April 1, 1997
regarding consolidated sales and net income for February 1997.
(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 and Report of
Independent Accountants of Proffitt's, Inc. and subsidiaries,
included on pages 15 through 33 of the Proffitt's, Inc. Annual
Report to Shareholders for the Fiscal Year Ended February 1, 1997,
are incorporated by reference in Item 8:
Consolidated Balance Sheets as of February 1, 1997 and February 3,
1996
Consolidated Statements of Income for Fiscal Years Ended February
1, 1997, February 3, 1996, and January 28, 1995
Consolidated Statements of Shareholders' Equity for Fiscal Years
Ended February 1, 1997, February 3, 1996, and January 28, 1995
Consolidated Statements of Cash Flows for Fiscal Years Ended
February 1, 1997, February 3, 1996, and January 28, 1995
Notes to Consolidated Financial Statements
Reports of Independent Accountants
Note: The first paragraph of Note 1 to the Consolidated Financial
Statements as presented on page 19 of the Annual Report is amended
to read as follows:
ORGANIZATION
The Company is a retail organization operating
regional department store divisions under the store
names of Proffitt's, McRae's, Younkers, Parsian,
and Herberger's. The Company's fiscal year ends on
Saturday nearest January 31. Years 1996 and 1994
consisted of 52 weeks and ended February 1, 1997
and January 28, 1995, respectively. Year 1995
consisted of 53 weeks and ended on February 3,
1996. The financial statements include the
accounts of Proffitt's and its subsidiaries. All
significant intercompany balances and transactions
have been eliminated.
Note: The first and second paragraphs of Note 4 to the
Consolidated Financial Statements as presented on page 23 of the
Annual Report are amended to read as follows:
In April 1994, the company began selling an
undivided ownership interest in its accounts
receivable. In January 1997, the Company through
its subsidiary Proffitt's Credit Corporation (a
qualifying special purpose entity), entered into an
agreement to sell a revolving undivided ownership
interest in the accounts receivable of the
Proffitt's, McRae's and Parisian Divisions. The
agreement, which expires in January 1998, provides
for the sales of receivables up to $300,000 and
contains certain covenants requiring the
maintenance of various financial ratios.
Prior to February 3, 1996, Younkers utilized an
accounts receivable securitization program under
which its receivables were used as collateral for
commercial paper issued by a wholly-owned special
purpose subsidiary. Effective with the February 3,
1996 merger, Younkers, through its subsidiary
Younkers Credit Corporation (a qualifying special
purpose entity), replaced amounts borrowed under
the securitization program by selling a revolving
undivided ownership interest in its accounts
receivable. The agreement expires in 2000 and
provides for the sale of receivables up to
$125,000, of which $75,000 is a fixed ownership
interest and remains fixed until 2000 at which time
a portion of collections of outstanding receivables
will be retained by the purchaser until the $75,000
is extinguished.
(2)Schedules to Financial Statements
The following consolidated financial statement schedule of Proffitt's,
Inc. and subsidiaries and the related report of independent
accountants are included in item 14(d):
Valuation and Qualifying Accounts
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.
Date: April 28, 1997
/s/ Douglas E. Coltharp
-------------------------
Douglas E. Coltharp
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities on the dates indicated.
/s/ R. Brad Martin
-------------------------
R. Brad Martin
Chairman of the Board and
Chief Executive Officer
/s/ James A. Coggin
-------------------------
James A. Coggin
President and Chief
Operating Officer
/s/ Bernard E. Bernstein
-------------------------
Bernard E. Bernstein
Director
/s/ Edmond D. Cicala
-------------------------
Edmond D. Cicala
Director
/s/ Ronald de Waal
-------------------------
Ronald de Waal
Director
/s/ Gerard K. Donnelly
-------------------------
Gerard K. Donnelly
Director
/s/ Donald F. Dunn
-------------------------
Donald F. Dunn
Director
/s/ W. Thomas Gould
-------------------------
W. Thomas Gould
Director
/s/ Michael S. Gross
-------------------------
Michael S. Gross
Director
/s/ Donald E. Hess
-------------------------
Donald E. Hess
Director
/s/ G. David Hurd
-------------------------
G. David Hurd
Director
/s/ Richard D. McRae
-------------------------
Richard D. McRae
Director
/s/ C. Warren Neel
-------------------------
C. Warren Neel
Director
/s/ Harwell W. Proffitt
-------------------------
Harwell W. Proffitt
Director
/s/ Marguerite W. Sallee
-------------------------
Marguerite W. Sallee
Director
/s/ Gerald Tsai, Jr.
-------------------------
Gerald Tsai, Jr.
Director
/s/ Julia A. Bentley
-------------------------
Julia A. Bentley
Senior Vice President
and Secretary
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.
Des Moines, Iowa
March 3, 1995
Report of Independent Accountants
To the Directors and Stockholders
Profitt's, Inc.
Jackson, Mississippi
Our report on the consolidated financial statements of Profitt's, Inc.
and Subsidiaries has been incorporated by reference in this Form 10-K
from page 33 of the 1996 Annual Report to Stockholders of Proffitt's,
Inc. In connection with our audits of such financial statements, we have
also audited the related financial statement schedule listed in the
index on page 34 of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in the basic financial statements taken as a whole, presents
fairly, in all material respects, the information required to be
included therein.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
March 20, 1997
PROFFITT'S, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
Balance
Balance at Charged to Charged to at end
beginning cost and other Deduct- of
Description of period expenses accounts ions(b) period
- ------------- -------- -------- --------- --------- --------
Year ended February 1, 1997:
Allowance for
doubtful accounts 6,601,082 13,430,345 4,057,719 (c) (14,548,414) 9,540,732
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
(a) Balance in account of company (McRae's, Inc.) acquired at March 31, 1994.
(b) Uncollectible accounts written off, net of recoveries.
(c) Balance in account of company (Parisian, Inc.) acquired at October 11, 1996.
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 October 22, 1995, among
Proffitt's, Inc., Baltic Merger Corporation and Younkers,
Inc. (13)
2.2 Agreement and Plan of Merger, dated as of July 8, 1996,
among Proffitt's, Inc., Casablanca Merger Corp., and
Parisian, Inc. (23)
2.3 Agreement and Plan of Merger, dated November 8, 1996, among
Proffitt's, Inc., Prairie Merger Corporation and G.R.
Herberger's, Inc. (24)
3.1 Charter of the Company, as amended (1), (6), (9), (12),
(21)
3.2 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)
4.3 Form of Supplemental Indenture to the Indenture dated July
15, 1993 between Parisian, Inc. and AmSouth Bank of
Alabama, as Trustee (27)
10.1 Registration Rights Agreement by and between Proffitt's,
Inc. and Richard D. McRae dated March 31, 1994 (6)
10.2 Registration Rights Agreement between Proffitt's, Inc. and
Parisian, Inc. dated July 8, 1996 (26)
10.3 Registration Rights Agreement by and among Proffitt's, Inc.
and Apollo Specialty Retail Partners, Inc. dated March 3,
1994 (6)
10.4 Securities Purchase Agreement between Proffitt's, Inc. and
Apollo Specialty Retail Partners, L.P. dated March 3, 1994
(6)
10.5 Non-competition Agreement by and between Proffitt's, Inc.
and Richard D. McRae dated March 31, 1994 (6)
10.6 Credit Facilities and Reimbursement Agreement by and among
Proffitt's, Inc., certain lenders, and NationsBank of
Texas, N.A., as agent, dated October 11, 1996 (25)
10.7 * Amendment No. 1 and waiver to Credit Facilities and
Reimbursement Agreement between Proffitt's, Inc. and
NationsBank of Texas, National Association, as agent, dated
January 14, 1997
10.8 * Transfer and Administration Agreement dated by and
between Enterprise Funding Corporation and Proffitt's
Credit Corporation dated January 15, 1997
10.9 * Amendment to Transfer and Administration Agreement by and
between Enterprise Funding Corporation and Proffitt's
Credit Corporation dated January 30, 1997
10.10 * Receivables Purchase Agreement between Proffitt's, Inc.
and Proffitt's Credit Corporation dated January 15, 1997
10.11 * Receivables Purchase Agreement between McRae's, Inc. and
Proffitt's Credit Corporation dated January 15, 1997
10.12 * Receivables Purchase Agreement between Parisian Services,
Inc. and Parisian, Inc. and Proffitt's Credit Corporation
dated January 15, 1997
10.13 Land Deed of Trust by and among McRae's, Inc., Don B.
Cannada, and Park Real Estate Company dated April 1, 1994
(6)
10.14 Secured Promissory Note for the principal amount of
$3,906,558 by McRae's, Inc. payable to Park Real Estate
Company dated April 1, 1994 (6)
10.15 Assumption, Consent, and Release Agreement, entered into
between McRae's, Inc. and Deposit Guaranty National Bank
dated April 1, 1994 (6)
10.16 Amended and Restated Promissory Note for the principal
amount of $2,075,000 by McRae's, Inc. payable to First
Tennessee Bank National Association (Gautier) dated April
1, 1994 (6)
10.17 Assumption, Consent, and Release Agreement, entered into
between McRae's, Inc. and First Tennessee Bank National
Association dated April 1, 1994 (6)
10.18 Secured Promissory Note for the principal amount of
$556,851 by McRae's, Inc. payable to Arvey Real Estate
Company dated April 1, 1994 (Gautier) (6)
10.19 Land Deed of Trust by and among McRae's, Inc., Don B.
Cannada, and Arvey Real Estate Company dated April 1, 1994
(6)
10.20 Assumption, Consent, and Release Agreement, entered into
between McRae's, Inc. and First Tennessee Bank National
Association dated April 1, 1994 (Gautier) (6)
10.21 Secured Promissory Note for the principal amount of
$1,487,919 by McRae's, Inc. payable to Green's Crossing
Real Estate Company dated April 1, 1994 (6)
10.22 Assumption, Consent, and Release Agreement, entered into
between McRae's, Inc. and Deposit Guaranty National Bank
dated April 1, 1994 (6)
10.23 Land Deed of Trust by and among McRae's, Inc., Don B.
Cannada, and Green's Crossing Real Estate Company dated
April 1, 1994 (6)
10.24 Secured Promissory Note for the principal amount of
$1,779,223 by McRae's, Inc. payable to Arvey Real Estate
Company dated April 1, 1994 (Laurel) (6)
10.25 Assumption, Consent, and Release Agreement, entered into
between McRae's, Inc. and AmSouth Bank National Association
dated April 1, 1994 (6)
10.26 Leasehold Deed of Trust by and among McRae's, Inc., Don B.
Cannada, and Arvey Real Estate Company dated April 1, 1994
(Laurel) (6)
10.27 Indemnification and Confirmation of Lease Agreement entered
into among McRae's, Inc., Richard D. McRae, Jr., Susan
McRae Shanor, and Vaughan McRae dated March 31, 1994
(Heritage Building) (6)
10.28 Guaranty Agreement 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.,
dated March 31, 1994 (6)
10.29 Land Deed of Trust by and among McRae's, Inc., Don B.
Cannada, Green's Grossing Real Estate Company dated April
1, 1994 (6)
10.30 Guaranty Agreement by Proffitt's, Inc. to AmSouth Bank
guaranteeing credit extended to McRae's, Inc. (6)
10.31 Promissory Note by McRae's, Inc. payable to Selby W. McRae
in the principal sum of $1,346,442 dated January 25, 1938
(5)
10.32 Form of Rights Certificate and Rights Agreement between
Proffitt's, Inc. and Union Planters National Bank, as
rights agent, dated March 28, 1995 (9)
10.33 Pooling and Servicing Agreement among Younkers Credit
Corporation, Younkers, Inc., and Union Planters National
Bank, as rights agent, dated March 28, 1995 (20)
10.34 Series 1995-1 Supplement to Pooling and Servicing Agreement
among Younkers Credit Corporation, Younkers, Inc., and
Chemical Bank, as Trustee, dated June 13, 1995 (20)
10.35 * Amendment No. 2 to Pooling and Servicing Agreement among
Younkers Credit Corporation, Proffitt's, Inc.
(successor-by-merger to Younkers, Inc.), and The Chase
Manhattan Bank (formerly known as Chase Bank), as Trustee,
dated February 1, 1997
10.36 Receivables Purchase Agreement between Younkers Credit
Corporation and Younkers, Inc. dated June 13, 1995 (20)
10.37 Series 1995-2 Supplement to Pooling and Servicing Agreement
dated as of June 13, 1995 among Younkers Credit
Corporation, Younkers, Inc., and Chemical Bank, as Trustee,
dated July 18, 1995 (20)
10.38 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.
10.39 Proffitt's, Inc. 1987 Stock Option Plan, as amended (3)
10.40 Proffitt's, Inc. Employee Stock Purchase Plan (8)
10.41 Proffitt's, Inc. 1994 Long-Term Incentive Plan (7)
10.42 Proffitt's, Inc. 401(k) Retirement Plan (28)
10.43 * G.R. Herberger's, Inc. 401(k) Employee Stock Purchase
Plan and Employee Stock Ownership Plan
10.44 * Third Amendment and Restatement of The Parisian, Inc.
Stock Option Plan for Officers
10.45 * First Amendment and Restatement of The Parisian, Inc.
Management Incentive Plan
10.46 Younkers, Inc. Stock and Incentive Plan (14)
10.47 Younkers, Inc. Management Stock Option Plan (14)
10.48 Younkers, Inc. 1993 Long-Term Incentive Plan (16)
10.49 Form of Younkers, Inc. Deferred Compensation Plan (17)
10.50 Form of Severance Agreement between Younkers, Inc. and its
executive officers (19)
10.51 $500,000 Loan Agreement between Proffitt's, Inc. and R.
Brad Martin dated February 1, 1989 (2)
10.52 Deferred Compensation Agreement between Younkers, Inc. and
W. Thomas Gould, as amended (14)
10.53 * Amendment to Deferred Compensation Agreement between
Younkers, Inc. and W. Thomas Gould, dated February 13, 1997
10.54 Form of Deferred Compensation Agreement between Younkers,
Inc. and Robert M. Mosco, as amended (14)
10.55 Form of Employment Agreement by and between Proffitt's,
Inc. and Gary L. Howard dated March 28, 1995 (10)
10.56 Form of Employment Agreement by and between Proffitt's,
Inc. and John White dated February 2, 1996 (21)
10.57 Form of Employment Agreement by and between Proffitt's,
Inc. and W. Thomas Gould dated October 22, 1995 (21)
10.58 * Form of Amendment to Employment Agreement by and between
Proffitt's, Inc. and W. Thomas Gould dated February 13,
1997
10.59 Form of Employment Agreement by and between Proffitt's,
Inc. and Robert M. Mosco dated October 28, 1996 (22)
10.60 Form of Restricted Stock Grant Agreement under the
Proffitt's, Inc. 1994 Long-Term Incentive Plan granted to
Robert M. Mosco dated October 28, 1996 (22)
10.61 Form of Employment Agreement by and between Proffitt's,
Inc. and John B. Brownson dated November 8, 1996 (22)
10.62 Form of Employment Agreement by and between Proffitt's,
Inc. and Douglas E. Coltharp dated November 25, 1996 (22)
10.63 Form of Restricted Stock Grant Agreement under the
Proffitt's, Inc. 1994 Long-Term Incentive Plan granted to
Douglas E. Coltharp dated November 25, 1996 (22)
10.64 Form of Employment Agreement by and between Proffitt's,
Inc. and Donald E. Hess dated July 8, 1996 (22)
10.65 Form of Second Amended and Restated Employment Agreement by
and between Proffitt's, Inc. and Brian J. Martin dated
October 11, 1996 (22)
10.66 Form of Restricted Stock Grant Agreement under the
Proffitt's, Inc. 1994 Long-Term Incentive Plan granted to
Brian J. Martin dated October 11, 1996 (22)
10.67 Form of Second Amended and Restated Employment Agreement by
and between Proffitt's, Inc. and James A. Coggin dated
October 11, 1996 (22)
10.68 Form of Restricted Stock Grant Agreement under the
Proffitt's, Inc. 1994 Long-Term Incentive Plan granted to
James A. Coggin dated October 11, 1996 (22)
10.69 Form of Second Amended and Restated Employment Agreement by
and between Proffitt's, Inc. and R. Brad Martin dated
October 11, 1996 (22)
10.70 Form of Restricted Stock Grant Agreement under the
Proffitt's, Inc. 1994 Long-Term Incentive Plan granted to
R. Brad Martin dated October 11, 1996 (22)
10.71 * Form of Employment Agreement by and between Proffitt's,
Inc. and Frank E. Kulp dated March 24, 1997
10.72 * Form of Employment Agreement by and between Proffitt's,
Inc. and Donald E. Wright dated April 1, 1997
10.73 * Form of Employment Agreement by and between Proffitt's,
Inc. and William D. Cappiello dated April 3, 1997
11.1 * Statement re: computation of earnings per share
13.1 * Annual Report to Shareholders for the fiscal year ended
February 1, 1997 (not to be deemed filed except for those
portions thereof which are incorporated herein by reference
in this filing)
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,
1995.
(11) Not applicable.
(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) Not applicable.
(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 of 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.
(21) Incorporated by reference from the Exhibits to the Form 10-K
of Proffitt's, Inc. for the fiscal year ended February 3,
1996.
(22) Incorporated by reference from the Exhibits to the Form 10-Q
of Proffitt's, Inc. for the quarter ended November 2, 1997.
(23) Incorporated by reference from the Exhibits to the Form 8-K of
Proffitt's, Inc. dated July 18, 1996.
(24) Incorporated by reference from the Exhibits to the Form 8-K of
Proffitt's, Inc. dated November 22, 1996.
(25) Incorporated by reference from the Exhibits to Amendment No.
1 to Form 8-K/A of Proffitt's, Inc. dated December 16, 1996.
(26) Incorporated by reference from the Exhibits to the Form S-4
Registration Statement No. 333-09043 of Proffitt's, Inc. dated
August 16, 1996.
(27) Incorporated by reference from the Exhibits to the Form S-3
Registration Statement No. 333-09941 of Proffitt's, Inc. dated
August 9, 1996.
(28) Incorporated by reference from the Exhibits to the Form S-8
Registration Statement No. 333-25213 of Proffitt's, Inc. dated
April 15, 1997.