SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 (Final)
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PROFFITT'S, INC.
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
742925100
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(CUSIP Number)
Charles J. Hansen
Carson Pirie Scott & Co.
414-347-5307
331 West Wisconsin Avenue
Milwaukee, Wisconsin 53203
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(Name, address and telephone number of person authorized
to receive notices and communications)
April 2, 1996
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b) (3) or
(4), check the following box: __
Check the following box if a fee is being paid with this statement:
__
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carson Pirie Scott & Co. 37-0175980
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) __
(b) __
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
__
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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NUMBER OF 7. SOLE VOTING POWER
SHARES 741,550
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY Not Applicable
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 741,550
PERSON 10. SHARED DISPOSITIVE POWER
WITH Not Applicable
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
741,550
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
__
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.89%
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14. TYPE OF REPORTING PERSON
CO
Amendment No. 1 to Schedule 13D (Final)
This Amendment No. 1 amends the Schedule 13D, dated March 8,
1996 (the "Schedule 13D"), filed by Carson Pirie Scott & Co.
("CPS"). The term "Company Common Stock" is defined in the Schedule
13D.
I. Items 5(a), 5(c), and 5(e) of the Schedule 13D are amended and
restated as follows:
(a) CPS beneficially owns 741,550 shares of Company Common
Stock, representing approximately 3.89% of the shares of Company
Common Stock outstanding, as reported by the Company as of January
3, 1996.
(c) Except as described in the next sentence, CPS has not
effected any transaction in Company Common Stock during the past 60
days. On April 2, 1996, CPS sold (i) 50,000 shares of Company
Common Stock at $31.50 per share for net proceeds after fees of
$1,574,982 and (ii) 165,000 shares of Company Common Stock at $31.00
per share for net proceeds after fees of $5,114,958. On April 3,
1996, CPS sold 70,000 shares of Company Common Stock at $30.25 per
share for net proceeds after fees of $2,117,440.
(e) CPS ceased to be the beneficial owner of more than 5% of
Company Common Stock on April 2, 1996. Accordingly, CPS no longer
has a reporting obligation under Section 13(d) of Securities
Exchange Act of 1934 with respect to Company Common Stock. CPS does
not intend to further amend its report on Schedule 13D to reflect
changes in the facts described in the Schedule 13D which may occur
after the date of this Amendment No. 1.
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.
Dated: April 4, 1996
CARSON PIRIE SCOTT & CO.
By: CHARLES J. HANSEN
Charles J. Hansen
Vice President, General
Counsel, and Secretary
