PROFFITTS INC
8-K, 1995-11-01
DEPARTMENT STORES
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                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                                   
                                  FORM 8-K
                                                   

                               CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported):  
                              November 1, 1995

                              PROFFITT'S, INC.
           (Exact name of registrant as specified in its charter)

                                 TENNESSEE
               (State or other jurisdiction of incorporation)

          0-15907                          62-0331040
     (Commission File Number)      (IRS Employer Identification No.)

               P.O. Box 9388
               Alcoa, TN                             37701

     (Address of principal executive offices)     (Zip Code)

     Registrant's telephone number, including area code:
                 (615) 983-7000
<PAGE>




     Item 5.   Other Events.

          On November 1, 1995, Proffitt's, Inc. (the "Company")
          prepared Discussion Information for Financial Analysts'
          Presentation in connection with the Company's proposed
          merger transaction involving Younkers, Inc. and Baltic
          Merger Corporation.  Pursuant to General Instruction F to
          Form 8-K, the Discussion Information prepared November 1,
          1995 is incorporated herein by reference and is attached
          hereto as Exhibit 99.


     Item 7.   Financial Statements and Exhibits.

          (c)  Exhibits.

               The following exhibit is filed as a part of this
          report:

     Exhibit
     Number         Description


        99     Discussion Information for Financial Analysts'
               Presentation
<PAGE>



                                 SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act
     of 1934, the registrant has duly caused this report to be signed
     on its behalf by the undersigned hereunto duly authorized.


                                   PROFFITT'S, INC.



     Date: November 1, 1995        /s/ R. Brad Martin
           ----------------        ------------------
                                   R. Brad Martin
                                   (Printed)

                                   Chairman of the Board 
                                     and Chief Executive
                                     Officer
                                   (Title)
     




                              MERCHANDISE MIX


                        Proffitt's   McRae's   Younkers

     Leased                1.5%         4.7%      8.3%
     Lingerie              4.5          3.8       4.6
     Accessories           7.0          6.4       6.4
     Shoes                 7.2          7.5       0
     Children's Apparel    9.4          7.5       6.7
     Home Furnishings      9.9         15.6      15.9
     Men's Apparel        13.0         16.0      16.1
     Cosmetics            14.7         10.7      10.9
     Women's Apparel      32.8         26.9      30.8 <PAGE>
 




               Average Sales per Selling Square Foot
                       LTM Ended July 29, 1995


               Proffitt's          Younkers

                  $161                $138 <PAGE>
 




               Targeted Internal Growth:  1996-1999


                                      Total

     Net Units                        6-12

     New Unit Footage                 1,000-1,250
       (000s sq. ft.)

     Expansions/Remodels              8-12

     Expansion Footage                250-500
       (000s sq. ft.)

     Total Footage Growth             1,250-1,750
       (000s sq. ft.)

     New Footage Growth as a
       % of Current Footage           12-17% <PAGE>
 





                                 STORE SIZE


                              Selling Sq.Ft.    Ave. Store Size
                               (millions)        (net sq.ft.)

     Proffitt's                   2.0              76,000

     McRae's                      2.5              88,000

     Younkers                     4.3              83,000



     


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