UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
FORM 10-K/A
(Mark One)
(X) Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For Fiscal Year Ended: February 3, 1996
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: 0-15907
Exact name of registrant as specified in its charter:
PROFFITT'S, INC.
State of Incorporation: Tennessee
I.R.S. Employer Identification Number: 62-0331040
Address of principal executive offices (including zip code):
P.O. Box 9388, Alcoa, Tennessee 37701
Registrant's telephone number, including area code: (423) 983-7000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.10 and PREFERRED STOCK PURCHASE RIGHTS
Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such
reports) and (2) has been subject to such filing requirements for
the past 90 days. Yes (X) No ( )
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the Registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part II of this Form 10-K or any amendment to this
Form 10-K. (X)
The aggregate market value of the voting stock held by non-
affiliates of the Registrant as of March 22, 1996 was approximately
$532,150,352.
As of March 22, 1996, the number of shares of the Registrant's
Common Stock outstanding was 19,210,024.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Proffitt's, Inc. Annual Report to
Shareholders for the Fiscal Year Ended February 3, 1996 are
incorporated by reference into Part II.
(2) Portions of the Proffitt's, Inc. Proxy Statement dated May
1, 1996 for the Annual Shareholders' Meeting to be held on June 19,
1996 are incorporated by reference into Part III.
The Exhibit Index is on page of this document.
<PAGE>
Report of Independent Accountants
To the Board of Directors
of Proffitt's, Inc.:
We have audited the accompanying statement of net assets
available for Plan benefits of the Proffitt's, Inc. Employee
Stock Purchase Plan (the "Plan") as of January 31, 1996 and the
related statement of changes in net assets available for plan
benefits for the year then ended. These financial statements
are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit 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 the overall
financial statement presentation. We believe our audit provides
us 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 Plan benefits as of January 31, 1996, and the
related changes in net assets available for plan benefits for
the year then ended in conformity with generally accepted
accounting principles.
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
April 26, 1996
Proffitt's, Inc. Employee Stock Purchase Plan
Statement of Net Assets Available for Plan Benefits
as of January 31, 1996
Cash held by Proffitt's, Inc. $ 2,123
Due to participants (2,123)
Net assets available for plan benefits $ 0
The accompanying notes are an integral part of these financial
statements.
Proffitt's, Inc. Employee Stock Purchase Plan
Statement of Changes in Net Assets
for the year ended January 31, 1996
Additions:
Participant contributions $ 254,465
Deductions:
Purchase of common stock 250,826
Excess contributions
due to participants 2,123
Participant withdrawals 1,516
Change in net assets 0
Net assets at the
beginning of year 0
Net assets at the end of year $ 0
The accompanying notes are an integral part of these financial
statements.
Proffitt's, Inc. Employee Stock Purchase Plan
Notes to Financial Statements
1. Summary of Significant Accounting Policies and
Description of the Plan:
The following description of the Proffitt's, Inc. Employee Stock
Purchase Plan (the "Plan") is provided for general information
only. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
General
The Plan is a defined contribution plan providing employees of
Proffitt's, Inc. and its subsidiaries (the "Company") an
opportunity to purchase shares of Common Stock of the Company. The
Plan is intended to qualify as an Employee Stock Purchase Plan
under Section 423 of the Internal Revenue Code of 1986, as amended.
The number of shares of common stock to be issued under the Plan
and period for which the option will remain outstanding (the
"Option Period") is based on an annual determination by the
Compensation Committee of the Company's Board of Directors. The
initial Option Period under the Plan commenced on February 1, 1995
and ended on January 31, 1996. The price at which the stock may be
purchased is the lesser of 85% of the closing price per share on
the last business day preceding (i) the grant of the option, or
(ii) the exercise of the option. During the current year shares
purchased by the Plan were at an exercise price of $18.70 per
share.
Contributions
Eligible employees may make an annual election to contribute to the
Plan through payroll deductions. Contributions are subject to
limitations to be set annually by the Compensation Committee of the
Proffitt's, Inc. Board of Directors. Each participant's account is
credited with the participant's contribution. Participants are
fully vested in their voluntary contributions.
Payment of benefits
As soon as practicable after the purchase of stock by the Plan for
its participants, the Company will deliver to each participant
certificates representing the shares purchased on their account.
Amounts remaining in participants accounts representing fractional
shares will be returned to the participant after completion of the
purchase without interest.
Administrative Expenses
The Company pays for all administrative expenses of the Plan.
Basis of Accounting
The financial statements have been prepared on the accrual basis of
accounting.
2. Plan Termination:
Although it has not expressed any intent to do so, the Company has
the right under the Plan to alter, suspend, amend or terminate the
plan. In the event of Plan termination, the participants rights to
acquire stock during that Plan year would continue until the end of
the current Option Period, at which time shares and cash
representing fractional shares would be distributed and no further
contributions would be accepted.
Proffitt's, Inc.
__________________________
Registrant
Date: May 1, 1996 /s/ James E. Glasscock
___________________________
James E. Glasscock
Executive Vice President,
Chief Financial Officer,
and Treasurer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
/s/ R. Brad Martin /s/ Michael S. Gross
___________________________ ______________________________
R. Brad Martin Michael S. Gross
Chairman of the Board Director
and Chief Executive Officer
/s/ W. Thomas Gould /s/ G. David Hurd
__________________________ ______________________________
W. Thomas Gould G. David Hurd
Vice Chairman of the Board Director
/s/ James A. Coggin /s/ Richard D. McRae
__________________________ ______________________________
James A. Coggin Richard D. McRae
President and Chief Director
Operating Officer
/s/ Bernard E. Bernstein /s/ C. Warren Neel
_________________________ _______________________________
Bernard E. Bernstein C. Warren Neel
Director Director
/s/ Edmond D. Cicala /s/ Harwell W. Proffitt
___________________________ _______________________________
Edmond D. Cicala Harwell W. Proffitt
Director Director
/s/ Ronald de Waal /s/ Gerald Tsai, Jr.
___________________________ _______________________________
Ronald de Waal Gerald Tsai, Jr.
Director Director
/s/ Gerard K. Donnelly /s/ Julia A. Bentley
__________________________ ________________________________
Gerard K. Donnelly Julia A. Bentley
Director Senior Vice President
and Secretary
/s/ Donald F. Dunn
__________________________
Donald F. Dunn
Director
Exhibit Index
Exhibit
No. Description
23 Consent of Independent Accountants
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Proffitt's, Inc. on Form S-8 of our report dated April
26, 1996 on our audit of the financial statements of the
Proffitt's, Inc. Employee Stock Purchase Plan as of January 31,
1996 and for the year then ended included in this report on Form
10-K/A
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
April 30, 1996
