SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Proffitt's, Inc.
(Exact name of registrant as specified in its charter)
Tennessee 62-0331040
(State of incorporation)(I.R.S. Employer Identification No.)
3455 Highway 80 West
Jackson, Mississippi 39209
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange which
to be so registered each class is to be registered
Common Stock, $.10 par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
The information set forth under the caption "Description of
Proffitt's Capital Stock" in the Registrant's Post-Effective
Amendment No. 1 to Registration Statement on Form S-4 (Reg. No.
333-17059) filed with the Securities and Exchange Commission on
January 14, 1997 is incorporated herein by reference.
Item 2. Exhibits
All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
PROFFITT'S, INC.
Date: , 1997
By: /s/ R. Brad Martin
_____________________________
R. Brad Martin
Chairman of the Board
and Chief Executive Officer
EXHIBIT INDEX
Reference is made to the registrant's Listing Application for
the following exhibits:
1. Annual Report on Form 10-K for the Year Ended February 1,
1997
3. Notice and Proxy Statement for the annual meeting of
shareholders held on June 19, 1997
6. 1996 Annual Report to Shareholders
Exhibit 4, copies of charter and bylaws, and Exhibit 5, Specimen of
securities, will be provided when available.
