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):
February 3, 1996
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
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Item 2. Acquisition or Disposition of Assets.
On February 3, 1996, Proffitt's, Inc., a Tennessee corporation
("Proffitt's"), completed a merger (the "Merger") with Younkers, Inc.,
a Delaware corporation ("Younkers"), in which a wholly owned subsidiary
of Proffitt's was merged with and into Younkers, with Younkers
surviving the Merger as a wholly owned subsidiary of Proffitt's. In
connection with the Merger, each outstanding share of Younkers common
stock, par value $0.01 per share, was converted into 0.98 shares of
Proffitt's common stock ("Proffitt's Common Stock"), par value $0.10
per share, for an aggregate of approximately 8.8 million shares of
Proffitt's Common Stock. The Merger is being accounted for as a pooling
of interests business combination.
On February 2, 1996, the stockholders of each of Proffitt's and
Younkers approved the Merger. Proffitt's stockholders approved the
Agreement and Plan of Merger providing for the Merger (the "Merger
Agreement") by the following vote: For -- 7,708,535; Against -- 5,794;
Abstain -- 4,575. Younkers stockholders adopted the Merger Agreement by
the following vote: For -- 7,097,637; Against -- 25,627; Abstain --
11,654.
Item 7. Financial Statements and Exhibits.
All financial statements and exhibits required pursuant to
this Item 7 have been previously reported (as such term is
defined in 17 C.F.R. s. 240.12b-2) in Proffitt's
Registration Statement on Form S-4 (File No. 333-00029)
filed in connection with the Merger.
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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: February 16, 1996 /s/ R. Brad Martin
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R. Brad Martin
(Printed)
Chairman of the Board
and Chief Executive
Officer
(Title)
