FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES ACT OF 1934
PROFFITT'S, INC.
(Exact name of registrant as specified in its charter)
Tennessee 62-0331040
(State of incorporation or organization) (I.R.S. Employer
Identification Number)
115 North Calderwood, Alcoa, Tennessee 37703
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on Title to each class to
which each class is to be be so registered
registered
None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
(Title of class)
<PAGE>
Item 1. Description of Registrant's Securities to be
Registered.
A description of the Preferred Share Purchase Rights to
be registered hereunder is contained in Item 5 of the Registrant's
Form 8-K Current Report filed with the Securities and Exchange
Commission on April 3, 1995 and is incorporated herein by
reference.
Item 2. Exhibits.
Exhibit Description
Number
1.1* Specimen Right Certificate
2.1* Rights Agreement, dated as
of March 28, 1995 between
the Registrant and Union
Planters National Bank.
__________________________
* Incorporated by reference to Exhibit 1 to Registrant's Form 8-K
Current Report, filed with the Securities and Exchange Commission
on April 3, 1995.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
PROFFITT'S, INC.
Date: March 28, 1995 By: \s\ R. Brad Martin
Chairman and Chief
Executive Officer
<PAGE>
INDEX TO EXHIBITS
Sequential
Page No.
1.1* Specimen Rights Certificate
2.1* Rights Agreement, dated as of
March 28, 1995 between
Registrant and Union Planters National Bank
____________________________
*Incorporated by reference to Exhibit 1 to Registrant's Form 8-K
Current Report, filed with the Securities and Exchange Commission
on April 3, 1995.
