================================================================
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 5, 1997
PROFFITT'S, INC.
(Exact name of registrant as specified in its charter)
TENNESSEE 1-13113 62-0331040
(State or other (Commission File (IRS Employer
jurisdiction Number) Identification No.)
of incorporation)
3455 Highway 80 West
Jackson, Mississippi 39209
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code:
(423) 983-7000
=================================================================
Item 5. Other Events.
On October 29, 1997, Proffitt's, Inc. and Carson Pirie Scott
& Co. jointly announced the signing of an Agreement and Plan of
Merger. Pursuant to General Instruction F to Form 8-K, the
following information is incorporated herein by reference and is
attached hereto: Discussion Piece for Financial Analysts'
Questions(Exhibit 99).
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed as a part of this
report:
Exhibit
Number Description
99 Discussion Piece for Financial Analysts' Questions
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 5, 1997 /s/ R. Brad Martin
_______________________
R. Brad Martin
(Printed)
Chairman of the Board
and Chief Executive
Officer
(Title)
Exhibit 99
DISCUSSION PIECE FOR
FINANCIAL ANALYSTS' QUESTIONS
These materials were derived from public information and were
prepared to respond to anticipated questions about the proposed
transaction.
<TABLE>
Proffitt's/Carson's
LTM Pro Forma Combined Condensed Income Statement
As of August 2, 1997
(millions)
<CAPTION>
Proffitt's Carson's Pro Forma
---------- -------- ---------
<S> <C> <C> <C>
Net Sales $ 2,200 $ 1,143 $ 3,343
EBITDA(a) $ 213 $ 101 $ 314
EBITDA % (a) 9.7% 8.8% 9.4%
Net income (a) $ 67 $ 40 $ 107
Fully diluted EPS (b) $ 2.32 $ 2.43 $ 2.41
Fully diluted shares
outstanding (b) 30.2 16.5 45.6
_______________________________
(a) Excludes nonrecurring items.
(b) Before Proffitt's 2-for-1 stock split effective October 15,
1997.
</TABLE>
<TABLE>
Proffitt's/Carson's
Pro Forma Combined Condensed Capitalization Table
As of August 2, 1997
(millions)
<CAPTION>
Proffitt's % Carson's % Pro Forma %
---------- --- --------- --- --------- ---
<S> <C> <C> <C> <C> <C> <C>
Total Senior Debt $346 31% $143 29% $489 30%
Total Debt $457 41% $143 29% $600 37%
Shareholders' Equity $658 59% $358 71% $1,016 63%
Note: Adjusted for October 1997 conversion of Proffitt's $86.25
million subordinated debenture.
</TABLE>
