UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
(X) Annual Report Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
For the Year Ended: January 31, 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: ______________
A. Full title of the plan and address of the plan, if different
from that of the issuer named below:
G.R. Herberger's, Inc. 401(k) Employee Stock
Purchase Plan and Employee Stock Ownership Plan
600 Mall Germain
St. Cloud, MN 56302
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Proffitt's, Inc.
3455 Highway 80 West
Jackson, Mississippi 39209
(423)983-7000
G. R. Herberger's, Inc.
401(k) Employee Stock Purchase Plan and
Employee Stock Ownership Plan and Trust
Financial Statements and Supplemental Schedules
December 31, 1996 and 1995
G. R. Herberger's, Inc.
401(k) Employee Stock Purchase Plan and Employee Stock Ownership
Plan and Trust
Table of Contents
Pages
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits
December 31, 1996 and 1995 2
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1996 3
Notes to Financial Statements 4 - 9
Financial Statement Schedules 10 - 14
Supplemental Schedules:
*Item 27a - Schedule of Assets Held For Investment
Purposes as of December 31, 1996 15 - 16
*Item 27d - Schedule of Reportable Transactions for
the year ended December 31, 1996 17 - 18
*Refers to item number in Form 5500 (Annual Return/Report of
Employee Benefit Plan) for the year ended December 31, 1996.
Report of Independent Accountants
To the Administrator and Participants
G. R. Herberger's, Inc. 401(k) Employee Stock Purchase Plan
and Employee Stock Ownership Plan and Trust
We have audited the financial statements and the financial statement
schedules of G. R. Herberger's, Inc. 401(k) Employee Stock Purchase Plan
and Employee Stock Ownership Plan and Trust (the Plan), listed in the
table of contents, as of December 31, 1996 and 1995 and for the year
ended December 31, 1996. These financial statements and financial
statement schedules are the responsibility of the Plan Administrator.
Our responsibility is to express an opinion on these financial
statements and financial statement schedules based on our audits.
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
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits
of G. R. Herberger's, Inc. 401(k) Employee Stock Purchase Plan and
Employee Stock Ownership Plan and Trust as of December 31, 1996 and
1995, and the changes in net assets available for benefits for the year
ended December 31, 1996 in conformity with generally accepted accounting
principles. In addition, in our opinion, the financial statement
schedules for the years ended December 31, 1996 and 1995 referred to
above, when considered in relation to the basic financial statements
taken as a whole, present fairly, in all material respects, the
information required to be included therein.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules
listed on the accompanying index are presented for purposes of complying
with the Department of Labor's Rules and Regulations for reporting and
disclosure under the Employee Retirement Income Security Act of 1974 and
are not a required part of the basic financial statements. The
supplemental schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our
opinion, are fairly stated, in all material respects, in relation to the
basic financial statements taken as a whole.
/s/ Coopers & Lybrand L.L.P.
Birmingham, Alabama
April 17, 1997
G. R. Herberger's, Inc.
401(k) Employee Stock Purchase Plan and Employee Stock Ownership
Plan and Trust
Statements of Net Assets Available for Plan Benefits
December 31, 1996 and 1995
ASSETS 1996 1995
-------------- ----------- ----------
Investments:
Common stock of G. R. Herberger's, Inc. $107,443,463 $ 70,139,724
Norwest Stable Return Fund 1,389,976 911,413
----------- ------------
Total investments 108,833,439 71,051,137
----------- ------------
Cash and cash equivalents 4,642 8,377
----------- ------------
Receivable from G. R. Herberger's, Inc.:
Dividend 815,246 816,289
Contribution 514,664 2,063,083
----------- -----------
Total receivables 1,329,910 2,879,372
----------- -----------
110,167,991 73,938,886
----------- -----------
LIABILITIES
-------------
Current liabilities:
Accrued interest 41,898 295,945
Other accrued expenses 29,114 39,867
Current maturities of long-term debt 1,201,585 1,164,651
---------- ----------
1,272,597 1,500,463
Long-term debt 10,381,340 11,582,925
---------- ----------
11,653,937 13,083,388
Net assets available for
plan benefits $ 98,514,054 $60,855,498
============ ===========
The accompanying notes are an integral part of these financial
statements.
G. R. Herberger's, Inc.
401(k) Employee Stock Purchase Plan and Employee Stock Ownership
Plan and Trust
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 1996
Net investment income:
Dividends $815,246
Interest 20,570
Net investment income 835,816
Net appreciation in the fair value of common stock 37,303,739
Net appreciation in the fair value of Norwest Stable
Return Fund 65,707
Employer ESOP contributions 3,449,982
Employer matching contributions 220,000
Employees' elective deferral contributions 1,317,425
Benefits paid to participants (4,539,649)
Interst expense on notes payable (877,338)
Administrative expenses (117,126)
Net increase 37,658,556
Net assets available for benefits, beginning of year 60,855,498
Net assets available for benefits, end of year $98,514,054
The accompanying notes are an integral part of these financial
statements.
G. R. Herberger's, Inc.
401(k) Employee Stock Purchase Plan and Employee Stock Ownership
Plan and Trust
Notes to Financial Statements
1. Plan Description
The following description of the G. R. Herberger's, Inc. 401(k)
Employee Stock Purchase Plan and Employee Stock Ownership Plan and
Trust (the Plan) provides only general information. References
should be made to the plan agreement for more complete information.
General - The Plan was established by G. R. Herberger's, Inc. (the
Company) as a defined contribution stock bonus plan subject to the
provisions set forth in the Employee Retirement Income Security Act
of 1974 (ERISA). The Plan, formerly titled G. R. Herberger's, Inc.
Restated Profit Sharing Plan and Trust, was amended and restated on
January 1, 1989, to conform to the Tax Reform Act of 1986, the
Revenue Act of 1987, and the Tax and Miscellaneous Revenue Act of
1988. In addition, the Plan was converted to an Employee Stock
Ownership Plan on December 31, 1989. The Plan was amended and
restated to include a qualified 401(k) Stock Bonus Plan within the
meaning of the IRS code Section 401(k) on April 15, 1993.
Employees are eligible to participate in the Plan after completing
one year of service and attaining age 21.
G. R. Herberger's, Inc. serves as the plan administrator and has
selected the Norwest Bank Minnesota, N. A. (Trustee) to be the
Plan's investment trustee and recordkeeper.
Contributions - Contributions to the Employee Stock Ownership Plan
are made each year at the discretion of the Board of Directors of
G. R. Herberger's, Inc. (the Employer). The amount contributed to
each participant's account is allocated based upon the ratio which
such participant's compensation bears to the total compensation for
all participants for the plan year. The Employer also contributes
all amounts withheld from participants through their 401(k) payroll
deductions pursuant to their elective deferral agreements.
Effective April 15, 1995, participants electing to have their
elective deferral contributions for a Plan year invested in
Herberger's common stock may receive a matching contribution in an
amount determined by the Employer for the Plan year.
Voluntary participant deposits cannot be less than $25 per biweekly
payroll period and cannot exceed 11% of the Employee's compensation
or such other maximum percentage announced from time to time by the
Employer. In addition, participant deposits plus Company matching
and ESOP contributions cannot exceed the lesser of $30,000 or 25%
of total employee compensation for such limitation year.
Participant deposits, made on a before-tax basis, qualify as a cash
or deferred arrangement under Section 401(k) of the Internal
Revenue Code. As such, they are not subject to federal income tax
until the funds are disbursed.
Vesting - Participants are always 100% vested in any elective
deferral portion of their account balances. Participants vest in
their share of the Company matching and ESOP contributions
according to the following schedule:
Vesting Service Vesting
in Years Percentage
------------ -------------
Less than 3 0%
3 20%
4 40%
5 60%
6 80%
7 or more 100%
Participants are 100% vested upon reaching seven years of service,
attaining age 65, or upon death or total permanent disability.
Benefits - An account is maintained for each participant in the
Plan. The accounts are credited with the participant's
contributions and their allocated portion of the employer
contributions and investment earnings. Distributions, withdrawals,
and allocated expenses are subtracted from the account balances.
Loans - At various times, the Plan has purchased shares of the
Company's common stock using the proceeds of ESOP loans (leveraged
shares). These shares are initially held in a suspense account by
the Plan trustee as unallocated shares. As contributions are made,
dividends are paid, and the ESOP debt is repaid, leveraged shares
are released from suspense and allocated to the accounts of
participants, and the Company recognizes compensation expense.
Termination - In the event the Plan is terminated, the amount of
each participant's account balance becomes fully vested and will be
distributed based on the current value of assets available for plan
benefits allocated to the participant's accounts at such time.
Upon termination of employment, request for payment of vested
account balances must be made on or before December 31, of each
year to be eligible for distribution in the following plan year. As
of December 31, 1996, the Plan had received requests for withdrawal
of approximately 800,000 shares of vested Herberger's common stock.
Such distribution will be made during the year ended December 31,
1997 in an equivalent number of shares of Proffitt's, Inc. common
stock (Note 6).
Forfeitures - As of the last day of each Plan year, forfeitures are
allocated among the accounts of all remaining Participants as part
of and on the same basis as the Employer contribution allocation.
2. Summary of Significant Accounting Policies
Basis of Financial Statements - The financial statements of the
Plan are maintained on the accrual basis and have been prepared in
conformity with generally accepted accounting principles.
Investments - Plan investments are stated at aggregate current
value. In 1995, the value of the G. R. Herberger's, Inc. common
stock is based on the appraised value per share of the Company
stock as determined by a qualified independent appraiser. The
appraised value is used for determining the value of the stock
transactions between the Company and its employees. In 1996, the
value of the G. R. Herberger's, Inc. common stock is based on the
December 31, 1996 quoted market price of a share of Proffitt's,
Inc. common stock in the actively traded market and the conversion
ratio of .4985 realized in the Company's merger with Proffitt's,
Inc. (Note 6). Quoted market prices are used to value the Norwest
Stable Return Fund.
Interest and dividend income from investments is recorded when
earned. The Plan presents in the statement of changes in net assets
available for plan benefits the net appreciation (depreciation) in
the fair value of its investments, which consists of the realized
gains or losses and the unrealized appreciation (depreciation) on
those investments.
Cash and Cash Equivalents - Cash and cash equivalents consist of
demand deposits and short-term investments with original maturities
of three months or less.
Contributions - Contributions from the Employer are made either in
the Employer's common stock or in cash and are accrued based on
amounts declared by G. R. Herberger's Board of Directors.
Contributions from employees are recorded in the period in which
the Employer makes the deductions from the participants' payroll.
Administrative Fees - The Employer provides certain administrative
and accounting services to the Plan at no cost and also pays
certain other administrative expenses on behalf of the Plan. These
expenses are not included in the Plan's expenses and totaled
$19,150 and $13,569 for the years ended December 31, 1996 and 1995,
respectively.
Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of additions and deductions
during the reporting periods. Actual results could differ from
those estimates.
3. Income Tax Status
The Plan obtained its latest determination letter on February 23,
1994, in which the Internal Revenue Service stated that the Plan,
as designed, was in compliance with the applicable requirements of
the Internal Revenue Code. The plan administrator and the Plan's
tax counsel believe that the Plan continues to qualify and operate
as designed. Therefore, no provisions for income taxes has been
included in the Plan's financial statements.
4. Investments
Participating employees elect to authorize the Company to withhold
amounts from their salary and deposit the amounts in the Norwest
Bank Minnesota, N. A. Stable Return Fund. The fund assets are used
to purchase debt certificates issued by corporations, the
government, or its agencies offering a conservative fixed income
investment with higher returns over time.
All 401(k) elective deferral contributions are initially invested
in the Norwest Stable Return Fund. On or about May 15 of each Plan
year, the balance in this fund is used to purchase common stock of
the Company, on behalf of the Plan's participants, unless the
participants direct the Trustee in writing not to acquire such
stock. The participants electing to have their elective deferral
contributions for a Plan year invested in the Company's common
stock may receive a matching contribution at the discretion of and
in an amount determined by the Employer for the Plan year.
Investments held by the Plan at December 31, 1996 and 1995 are
summarized as follows:
December 31, 1996 December 31, 1995
--------------------------- ---------------------------
Market Cost Market Cost
---------- ---------- ------------ -----------
Common stock of G. R.
Herberger's, Inc. $107,443,463 $22,441,425 $70,139,724 $22,442,685
Norwest Stable Return Fund 1,389,976 1,337,065 911,413 886,873
------------ ----------- ----------- -----------
$108,833,439 $23,778,490 $71,051,137 $23,329,558
============ =========== =========== ===========
5. Long-term Debt
Between 1990 and 1995 the Plan acquired 1,883,354 shares of G. R.
Herberger's, Inc. common stock from certain employee shareholders
at a total aggregate cost of $16,652,210. As of December 31, 1996,
1,136,792 of these shares had not been allocated to Plan
participants' accounts. The market value of the unallocated shares
as of December 31, 1996 is $20,896,724. The purchase of these
shares was financed through the issuance of notes payable to the
Employer in a total amount of $16,652,210. Dividends paid by G. R.
Herberger's, Inc. on the unallocated shares are used to retire the
related ESOP debt. To the extent scheduled principal and interest
payments exceed the Plan's ability to make such payments from the
dividends received on the unallocated stock, additional
contributions are made by the Company for the purpose of making
such payments.
The Company's 1996 matching and ESOP contributions were made in the
total amount of $3,669,982, of which $2,049,051 was used to service
the Plan debt by allocating to Plan participants 166,529 of the
previously unallocated shares.
Long-term debt at December 31, 1996 and 1995 consists of:
1996 1995
------- -------
Promissory note dated May 30, 1990; payable to G. R.
Herberger's, Inc.; with a variable annual rate of
interest equal to 85% of prime (8.25% and 8.5% at December
31, 1996 and 1995, respectively) with a ceiling of 10.5%
and a floor of 5.9%; principal payable in annual
installments of $550,000 from May 1991 through May 2000. $2,200,000 $ 2,750,000
Promissory note dated May 30, 1991; payable to G. R.
Herberger's, Inc.; with a variable annual rate of interest
equal to 85% of prime (8.25% and 8.5% at December 31, 1996
and 1995, respectively) with a ceiling of 10.5% and a floor
of 5.9%; principal payable in annual installments of $265,221
from May 1992 through May 2001. 1,326,105 1,591,326
Promissory note dated May 17, 1994; payable to G. R.
Herberger's, Inc.; with a fixed annual rate of interest
equal to 7.25%; principal payable in quarterly installments
from March 1995 through December 2002. 5,125,000 5,406,250
Promissory note dated May 11, 1995; payable to G. R.
Herberger's, Inc.; with a fixed annual rate of interest
equal to 7.25%; principal payable in quarterly installments
from March 1996 through December 2003. 2,931,820 3,000,000
----------- -----------
11,582,925 12,747,576
Less current maturities 1,201,585 1,164,651
----------- -----------
$10,381,340 $11,582,925
========== ==========
The aggregate maturities of long-term debt for each of the next five
plan years for the year ending December 31, are approximately as
follows:
Year Ending:
------------
1997 $1,201,585
1998 1,451,585
1999 1,837,949
2000 2,224,313
2001 2,060,677
Thereafter 2,806,816
----------
$11,582,925
===========
6. Merger with Proffitt's
On February 1, 1997, Proffitt's, Inc. (Proffitt's) issued 4,000,000
shares of its common stock for all the outstanding common stock of
G. R. Herberger's, Inc. Based on the then issued and outstanding
common stock of the Company, the conversion resulted in
approximately .4985 Proffitt's common stock for each share of the
Company's common stock. Accordingly, 5,844,977 of allocated and
unallocated shares of the Company's stock held in the Plan as of
December 31, 1996 were exchanged for 2,913,721 shares of
Proffitt's, Inc. common stock.
7. Transactions With Parties-In-Interest
The only party-in-interest is G. R. Herberger's, Inc., the
administrator of the plan. Dividends of $816,289 and $767,116 were
received by the Plan for the years ended December 31, 1996 and
1995, respectively, from common stock of G. R. Herberger's, Inc.
Dividends receivable for December 31, 1996 and 1995 of $815,246 and
$816,289, respectively, were declared by the Company's Board of
Directors in January 1997 and February 1996, respectively.
8. Financial Instruments
In accordance with the requirements of SFAS No. 107, the estimated
fair values of the Plan's financial instruments as of December 31,
1996 were as follows:
Carrying Fair
Amount Value
--------- ---------
Investments:
G. R. Herberger's, Inc.
common stock $107,443,463 $107,443,463
Norwest Stable Return Fund 1,389,976 1,389,976
Cash and cash equivalents 4,642 4,642
Receivables 1,329,910 1,329,910
----------- ------------
$110,167,991 $110,167,991
=========== ============
The following methods and assumptions were used to estimate the fair
value of financial statements:
* Cash and cash equivalents and receivables: Fair value
approximates the Company's carrying amount due to the
short-term maturity of these investments.
* G. R. Herberger's, Inc. common stock - see Note 2.
* Norwest Stable Return Fund - see Note 2.
G. R. Herberger's, Inc.
401(k) Employee Stock Purchase Plan and Employee Stock Ownership
Plan and Trust
Schedule I - Summary of Investments
December 31, 1996
Balance Held at
Name Close Period Value
of Issuer Number of Shares of Each Net Asset Percentage
and - Principal Item Value Value
Title Amount of Bonds Close of Per to
of Issue and Notes Period Unit Assets
---------------- ---------------- --------------- --------- ---------
G. R. Herberger's, Inc.
Common Stock 5,844,977 shares - $ 107,443,463 $18.38 98.7%
$22,441,425
Norwest Stable Return 58,947.25 units - 1,389,976 $23.58 1.3%
Fund $1,337,065
------------
$108,833,439
============
G. R. Herberger's, Inc.
401(k) Employee Stock Purchase Plan and Employee Stock Ownership
Plan and Trust
Schedule I - Summary of Investments
December 31, 1995
Balance Held at
Close of Period
Name of Number of Value of Net Asset Percentage
Issuer Shares - Principal Each Item Value Value
and Title Amountsof Bonds Close of Per to Net
of Issue and Notes Period Unit Assets
------------ -------------- ----------- ---------- ---------
G. R. Herberger's, Inc. 5,844,977 shares -
Common Stock $22,442,685 $70,139,724 12.00 98.7%
Norwest Stable Return Fund 41,147 units -
$886,873 911,413 22.15 1.3%
----------
$71,051,137
==========
G. R. Herberger's, Inc.
401(k) Employee Stock Purchase Plan and Employee Stock Ownership
Plan and Trust
Schedule II - Allocation of Plan Assets and
Liabilities to Investment Programs
December 31, 1996
Norwest
Company Stable
Stock Return
Fund Fund Total
-------- --------- ---------
ASSETS
Investments:
G. R. Herberger's, Inc. $107,443,463 $107,443,463
Norwest Stable Return Fund $1,389,976 1,389,976
----------- ----------- ------------
Total investments 107,443,463 1,389,976 108,833,439
----------- ----------- ------------
Cash and cash equivalents 4,642 4,642
----------- ------------
Receivable from G. R. Herberger's, Inc.:
Dividend 815,246 815,246
Contribution 294,982 219,682 514,664
----------- ----------- ------------
Total receivables 1,110,228 219,682 1,329,910
----------- ----------- ------------
108,558,333 1,609,658 110,167,991
----------- ----------- ------------
LIABILITIES
Current liabilities:
Accrued interest 41,898 41,898
Other accrued expenses 29,114 29,114
Current maturities of long-term debt 1,201,585 1,201,585
---------- -----------
Total current liabilities 1,272,597 1,272,597
Long-term debt 10,381,340 10,381,340
---------- -----------
11,653,937 11,653,937
---------- ----------- -----------
Net assets available for plan benefits $96,904,396 $1,609,658 $98,514,054
========== ========== ===========
G. R. Herberger's, Inc.
401(k) Employee Stock Purchase Plan and Employee Stock Ownership
Plan and Trust
Schedule II - Allocation of Plan Assets and
Liabilities to Investment Programs
December 31, 1995
Norwest
Company Stable
Stock Return
Fund Fund Total
-------- --------- ---------
ASSETS
Investments:
G. R. Herberger's, Inc. $70,139,724 $70,139,724
Norwest Stable Return Fund $911,413 911,413
---------- ----------- ------------
Total investments 70,139,724 911,413 71,051,137
---------- ----------- ------------
Cash and cash equivalents 8,377 8,377
---------- ------------
Receivable from G. R. Herberger's, Inc.:
Dividend 816,289 816,289
Contribution 1,897,401 165,682 2,063,083
---------- ----------- ------------
Total receivables 2,713,690 165,682 2,879,372
---------- ----------- ------------
72,861,791 1,077,095 73,938,886
---------- ----------- ------------
LIABILITIES
Current liabilities:
Accrued interest 295,945 295,945
Other accrued expenses 39,867 39,867
Current maturities of long-term debt 1,164,651 1,164,651
---------- -----------
Total current liabilities 1,500,463 1,500,463
Long-term debt 11,582,925 11,582,925
---------- -----------
13,083,388 13,083,388
---------- ------------ -----------
Net assets available for plan benefits $9,778,403 $1,077,095 $60,855,498
========== ============ ===========
G. R. Herberger's, Inc.
401(k) Employee Stock Purchase Plan and Employee Stock Ownership
Plan and Trust
Schedule III - Allocation of Plan Assets and
Changes in Net Assets Available for Benefits to Investment Programs
December 31, 1996
Norwest
Company Stable
Stock Return
Fund Fund Total
-------- --------- ---------
Net investment income:
Dividends $815,246 $815,246
Interest 20,570 20,570
-------- --------
Net investment income 835,816 835,816
-------- --------
Net appreciation in the fair value of common stock 37,303,739 37,303,739
Net appreciation in the fair value of stable
return fund $65,707 65,707
Employer ESOP contributions 3,449,982 3,449,982
Employer matching contributions 220,000 220,000
Employees' elective deferral contributions 1,317,425 1,317,425
Transfer of cash shares 1,034,135 (1,034,135) 0
Benefits paid to participants (4,520,938) (18,711) (4,539,649)
Interest expense on notes payable (877,338) (877,338)
Administrative expenses (99,403) (17,723) (117,126)
---------- ----------- ----------
37,125,993 532,563 37,658,556
Net assets available for benefits,
beginning of year 59,778,403 1,077,095 60,855,498
---------- ----------- ----------
Net assets available for benefits, end of year $96,904,396 $1,609,658 $98,514,054
The accompanying notes are an integral part of these financial statements.
Supplemental Schedules
G. R. Herberger's, Inc.
401(k) Employee Stock Purchase Plan and Employee Stock Ownership
Plan and Trust
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1996
c. Description
of Investment,
Incluiding Maturity
b. Identity Date, Rate
of Issuer, of Interest,
Borrower, Collateral,
Lessor, or Par, or e. Current
a. Similar Party Maturity Value d. Cost Value
- --- ------------ ------------- ---------- ----------
* G. R. Herberger's, Common stock $22,441,425 $107,443,463
Inc.
* Norwest Bank Stabel return
Minnesota, N.A. fund $1,337,065 $1,389,976
*Denotes party-in-interest
G. R. Herberger's, Inc.
401(k) Employee Stock Purchase Plan and Employee Stock Ownership
Plan and Trust
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1995
c. Description
of Investment,
Incluiding Maturity
b. Identity Date, Rate
of Issuer, of Interest,
Borrower, Collateral,
Lessor, or Par, or e. Current
a. Similar Party Maturity Value d. Cost Value
- --- ------------ ------------- ---------- ----------
* G. R. Herberger's,
Inc. Common stock $ 22,442,685 $70,139,724
* Norwest Bank Stable return
Minnesota, N.A. fund $86,873 $911,413
*Denotes party-in-interest
G. R. Herberger's, Inc.
401(k) Employee Stock Purchase Plan and Employee Stock Ownership
Plan and Trust
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1996
I. Single transactions exceeding 5% of assets.
NONE
NOTE: Information required in Columns e, f, and h is inapplicable.
II. Series of transactions involving property other than securities.
NONE
III. Series of transactions of same issue exceeding 5% of assets.
Schedule attached.
NOTE: Information required in Columns e, f, and h is inapplicable.
IV. Transaction in conjunction with same person involved in reportable
single transactions.
NONE
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange
Act of 1934 the trustee has duly caused this annual report to be signed
on behalf by the undersigned hereunto duly authorized.
G.R. HERBERGER'S, INC. 401(K) EMPLOYEE
STOCK PURCHASE PLAN AND EMPLOYEE STOCK
OWNERSHIP PLAN
May 23, 1997 /s/ Karl O. Sharp
Date: ___________________ __________________________________________
Karl O. Sharp
Trustee