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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.:2*
Name of Issuer: Proffitt's, Incorporated
Title of Class of Securities: Common Stock
CUSIP Number: 74292510-0
Check the following line if a fee is being paid with this
statement __. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.)(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No.: 74292510-0
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janus Capital Corporation
EIN #84-0765359
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OF PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER
-0-
6. SHARED VOTING POWER
405,490
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
405,490
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
405,490 **
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
12. TYPE OF REPORTING PERSON
IA, CO
** See Item 4 of this filing
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CUSIP No.: 74292510-0
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kansas City Southern Industries, Inc.
EIN #44-0663509
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OF PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER
-0-
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
405,490** Excludes shares that may be beneficially owned by
Janus Capital Corporation as to which beneficial
ownership is disclaimed.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
12. TYPE OF REPORTING PERSON
HC, CO
** See Item 4 of this filing
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CUSIP No.: 74292510-0
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas H. Bailey
SS ####-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OF PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER
-0-
6. SHARED VOTING POWER
405,490
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
405,490
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
405,490 **
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
12. TYPE OF REPORTING PERSON
IN
** See Item 4 of this filing
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CUSIP No.: 74292510-0
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janus Venture Fund
EIN #84-0964425
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OF PLACE OF ORGANIZATION
Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER
-0-
6. SHARED VOTING POWER
353,815
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
353,815
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
353,815 **
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%
12. TYPE OF REPORTING PERSON
IV
** See Item 4 of this filing
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Item 1.
(a). Name of Issuer: Proffitt's, Incorporated
("Proffitt's")
(b). Address of Issuer's Principal Executive Offices:
115 North Calderwood
Alcoa, TN 37701
Item 2.
(a).(b). Name and Principal Business Address of Persons Filing:
(1) Janus Capital Corporation ("Janus Capital")
100 Fillmore Street, Suite 300
Denver, Colorado 80206-4923
(2) Kansas City Southern Industries, Inc. ("KCSI")
114 West 11th Street
Kansas City, Missouri 64105
(3) Thomas H. Bailey ("Mr. Bailey")
100 Fillmore Street, Suite 300
Denver, Colorado 80206-4923
(4) Janus Venture Fund
100 Fillmore Street, Suite 300
Denver, CO 80206-4923
(c). Citizenship: Janus Capital - Colorado
KCSI - Delaware
Mr. Bailey - USA
Janus Venture Fund - Massachusetts
(d). Title of Class of Securities: Common Stock
(e). CUSIP Number: 74292510-0
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a). Broker or Dealer registered under Section 15 of
the Act
(b). Bank as defined in Section 3(a)(6) of the Act
(c). Insurance Company as defined in Section 3(a)(19)
of the Act
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(d). X Investment Company registered under Section 8 of
the Investment Company Act
(e). X Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940
(f). Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see Section 240.13d-1(b)(ii)(F)
(g). X Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h). Group, in accordance with Section
240.13(d)-1(b)(1)(ii)(H)
KCSI owns approximately 81% and Mr. Bailey owns
approximately 17.6% of Janus Capital (which is a registered
investment adviser). KCSI is filing this joint statement solely
as a result of such stock ownership which may be deemed to give
it the ability to exert control over Janus Capital. In addition
to being a stockholder of Janus Capital, Mr. Bailey serves as
President and Chairman of the Board of Janus Capital and is
filing this joint statement with Janus Capital as a result of
such stock ownership and positions which may be deemed to enable
him to exercise control over Janus Capital. Janus Venture Fund is
an investment company registered under the Investment Company Act
of 1940 (the "1940 Act") to which Janus Capital provides
investment advice.
Item 4. Ownership
(a). Amount Beneficially Owned:
KCSI and Mr. Bailey do not own of record any shares of
Proffitt's Common Stock, they have not engaged in any
transaction in Proffitt's Common Stock, and they do
not exercise any voting or investment power over
shares of Proffitt's Common Stock. However, Mr.
Bailey may be deemed to have the power to exercise or
to direct the exercise of such voting and/or
dispositive power that Janus Capital may have with
respect to Proffitt's Common Stock held by Janus
Capital's individual, institutional and mutual fund
clients, as a result of his position as Chairman of
the Board and President of Janus Capital. All shares
reported herein have been acquired by such clients,
and KCSI and Mr. Bailey specifically disclaim
beneficial ownership over any shares of Proffitt's
Common Stock that they or Janus Capital may be deemed
to beneficially own.
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Janus Capital is a registered investment adviser which
furnishes investment advice to individual and
institutional clients ("Separately Managed Accounts")
and to Janus Investment Fund ("JIF"), one series of
which is Janus Venture Fund. JIF is an open-end
management investment company registered under the
1940 Act.
As a result of its role as investment adviser or sub-
adviser to the Janus Venture Fund and to the
Separately Managed Accounts, Janus Capital may be
deemed to be the beneficial owner of the shares of
Proffitt's Common Stock held by such funds and
accounts. In addition, due to his position as
Chairman of the Board and President of Janus Capital,
Mr. Bailey may be deemed to share beneficial ownership
over such shares of Proffitt's Common Stock. However,
Janus Capital and Mr. Bailey disclaim such ownership.
Accordingly, the filing of this statement shall not be
construed as an admission that KCSI, Mr. Bailey or
Janus Capital are, for purposes of Sections 13(d) or
13(g) of the Act, the beneficial owner of any
securities covered by this statement.
Janus Venture Fund 353,815
Separately Managed Accounts 51,675
Total 405,490
(b). Percent of Class:
Janus Venture Fund 3.7%
Separately Managed Accounts .5%
Total 4.2%
(c). Number of shares as to which such person has:
(i). sole power to vote or
to direct the vote 0
(ii). shared power to vote or
to direct the vote
Janus Venture Fund 353,815
Separately Managed Accounts 51,675
Total 405,490
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(iii). sole power to dispose or to 0
direct the disposition of
(iv). shared power to dispose or to
direct the disposition of
Janus Venture Fund 353,815
Separately Managed Accounts 51,675
Total 405,490
Item 5. Ownership of Five Percent or Less of a Class
Janus Capital's Separately Managed Account clients and
mutual funds, set forth in Item 4 above, have the right
to receive all dividends from, and the proceeds from
the sale of, the securities held in their respective
accounts.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company
KCSI is the majority owner of Janus Capital, a
registered investment adviser and joint filer of this
statement.
Item 8. Identification and Classification of Members of the
Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have
the effect of changing or influencing the control of
the issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purposes or effect.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
JANUS CAPITAL CORPORATION
By /s/ David C. Tucker 9/8/94
David C. Tucker, Vice President Date
JANUS VENTURE FUND
By /s/ David C. Tucker 9/8/94
David C. Tucker, Vice President Date
KANSAS CITY SOUTHERN INDUSTRIES, INC.
By /s/ David C. Tucker 9/8/94
David C. Tucker Date
Under Power of Attorney dated 2/10/94
On File with Schedule 13G for
Navigators Group, Inc. 2/11/94
THOMAS H. BAILEY
By /s/ David C. Tucker 9/8/94
David C. Tucker Date
Under Power of Attorney dated 2/10/94
On File with Schedule 13G for
Navigators Group, Inc. 2/11/94
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EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13G
(including amendments thereto) with respect to the Common Stock
of Proffitt's Incorporated and further agree that this Joint
Filing Agreement be included as an Exhibit to such joint filings.
In evidence thereof, the undersigned hereby execute this
Agreement as of the 8th day of September , 1994.
JANUS CAPITAL CORPORATION
By /s/ David C. Tucker
David C. Tucker, Vice President
JANUS VENTURE FUND
By /s/ David C. Tucker
David C. Tucker, Vice President
KANSAS CITY SOUTHERN INDUSTRIES, INC.
By /s/ David C. Tucker
David C. Tucker
Under Power of Attorney dated 2/10/94
On File with Schedule 13G for
Navigators Group, Inc. 2/11/94
THOMAS H. BAILEY
By /s/ David C. Tucker
David C. Tucker
Under Power of Attorney dated 2/10/94
On File with Schedule 13G for
Navigators Group, Inc. 2/11/94
