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 on which
to be so registered each class is to be registered
Preferred Stock Purchase Rights 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
On March 28, 1995, the Board of Directors of Proffitt's, Inc.
(the "Company") declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of common stock, par
value $.10 per share (the "Common Shares"), of the Company. The
dividend was payable on April 24, 1995, (the "Record Date") to the
stockholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one one-hundredths
of a share of Series C Junior Preferred Stock, par value $1.00 per
share (the "Preferred Stock"), at a price of $85.00 per one one-hundredth
of a Preferred Share (the "Purchase Price"), subject to
adjustment. Each one one-hundredth of a share of Preferred Stock
has rights, privileges and preferences which make its value
approximately equal to the value of a Common Share. The
description and terms of the Rights are set forth in a Rights
Agreement dated as of March 28, 1995 (the "Rights Agreement"),
between the Company and Union Planters National Bank, as Rights
Agent (the "Rights Agent").
Initially, the Rights will be evidenced by the stock
certificates representing the Common Shares then outstanding, and
no separate Right Certificates, as defined, will be distributed.
Until the earlier to occur of (i) ten (10) days following a public
announcement that a person, entity or group of affiliated or
associated persons (an "Acquiring Person") have acquired beneficial
ownership of 20% or more of the outstanding Common Shares or (ii)
ten (10) business days (or such later date as may be determined by
action of the Board of Directors prior to such time as any person
or entity becomes an Acquiring Person) following the commencement
of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the
beneficial ownership by a person or group of 20% or more of such
outstanding Common Shares (the earlier of such dates being called
the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of
the Record Date, by such Common Share certificates with or without
a copy of the Summary of Rights, which is included in the Rights
Agreement as Exhibit B thereof (the "Summary of Rights"), attached
thereto.
The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the Common
Shares. Until the Distribution Date (or earlier redemption or
expiration of the rights), new Common Share certificates issued
after the Record Date, upon transfer or new issuance of Common
Shares, will contain a notation incorporating the Rights Agreement
by reference. Until the Distribution Date (or earlier redemption
or expiration of the Rights), the surrender or transfer of any
certificates for Common Shares outstanding as of the Record Date,
even without such notation or a copy of the summary of Rights being
attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Shares as of the close of
business on the Distribution Date and such separate Right
Certificate alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on March 28, 2005 (the "Final Expiration
Date"), unless the final Expiration Date is extended or unless the
Rights are earlier redeemed by the Company, in each case, as
described below.
The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred Shares, (ii) upon
the grant to holders of the Preferred Shares of certain rights or
warrants to subscribe for or purchase Preferred Shares at a price,
or securities convertible into Preferred Shares with a conversion
price, less than the then current market price of the Preferred
Shares or (iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or retained earnings
or dividends payable in Preferred Shares) or of subscription rights
or warrants (other than those referred to above). The exercise of
Rights for Preferred Shares is at all times subject to the
availability of a sufficient number of authorized but unissued
Preferred Shares.
The number of outstanding Rights and the number of one one-hundredths
of a Preferred Share issuable upon exercise of each
Right is also subject to adjustment in the event of a stock split
of the Common Shares or a stock dividend on the Common Shares
payable in Common Shares or subdivisions, consolidation or
combinations of the Common Shares occurring, in any case, prior to
the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a
minimum preferential quarterly dividend payment of $1.00 but will
be entitled to an aggregate dividend of 100 times the dividend
declared per Common Share. In the event of liquidation, the
holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 but will be entitled to an
aggregate payment of 100 times the payment made per Common Share.
Each Preferred Share will have 200 votes, voting together with the
Common Shares. Finally, in the event of any merger, consolidation
or other transaction to which Common Shares are exchanged, each
Preferred Share will be entitled to receive 100 times the amount of
consideration received per Common Share. These rights are
protected by customary anti-dilution provisions. Because of the
nature of the Preferred Shares' dividend and liquidation rights,
the value of one one-hundredth of a Preferred Share should
approximate the value of one Common Share.
In the event that any person becomes an Acquiring Person,
proper provision shall be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person (which
will thereafter be void), will for a sixty (60) day period have the
right to receive upon exercise that number of Common Shares having
a market value of two times the exercise price of the Right (or, if
such number of shares is not and cannot be authorized, the Company
may issue Preferred Stock, cash, debt, stock or a combination
thereof in exchange for the Rights). This right will terminate
sixty (60) days after the date on which the Rights become
nonredeemable (as described below), unless there is an injunction
or similar obstacle to exercise of the Rights, in which event this
right will terminate sixty (60) days after the date on which the
Rights again become exercisable.
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated
assets or earning power is sold, proper provision will be made so
that each holder of a Right will thereafter have the right to
receive, upon the exercise thereof at the then current exercise
price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction will have
a market value of two times the exercise price of the Right.
At any time after the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 20% or
more of the outstanding Common Shares and prior to the acquisition
by such person or group of 50% or more of the outstanding Common
Shares, the Board of Director of the Company may exchange the
Rights (other than Rights owned by such person or group which have
become void), in whole or in part, at an exchange ratio of one
Common Share, or one one-hundredth of a Preferred Share, per Right
(or, if the number of shares is not and cannot be authorized, the
Company may issue cash, debt, stock or a combination thereof in
exchange for the Rights), subject to adjustment.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment
of at least 1% in such Purchase Price. No fractional Preferred
Shares will be issued (other than fractions which are integral
multiples of the number of one one-hundredths of a Preferred Share
issuable upon the exercise of one Right, which may, at the option
of the Company, be evidenced by depositary receipts), and in lieu
thereof, an adjustment in cash will be made based on the market
price of the Preferred Shares on the last trading day prior to the
date of exercise.
At any time prior to the earliest of (i) the close of business
on the twentieth (20th) day following the first public announcement
that a person has become an Acquiring Person (subject to extension
for one or more successive ten (10) day periods pursuant to the
Rights Agreement), (ii) such time on or after the first public
announcement that a person has become an Acquiring Person as there
shall have occurred a Change of Control (as defined in the Rights
Agreement) of the Company, or (iii) the Final Expiration Date, the
Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right (the "Redemption
Price"). Following the expiration of the above periods, the Rights
become nonredeemable. Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the
only right of the holders of Rights will be to receive the
Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the
Rights, including an amendment to lower the threshold for
exercisability of the Rights from 20% to any percentage which is
(i) greater than the largest percentage of the outstanding Common
Shares then known to the Company to be beneficially owned by any
Person (other than the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or any Subsidiary, or any
entity holding Common Shares pursuant to the terms of any such
plan) and (ii) not less than 10%, except that from and after such
time as any person becomes an Acquiring Person no such amendment
may adversely affect the interest of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts
to acquire the Company on terms not approved by the Company's Board
of Directors. The Rights should not interfere with any merger or
other business combination approved by the Board of Directors since
the Rights may be redeemed by the Company at $.01 per Right prior
to the earliest of (i) the twentieth (20th) day following the time
that a person or group has acquired beneficial ownership of 20% or
more of the Common Shares (unless extended for one or more ten (10)
day periods by the Board of Directors), (ii) a Change of Control,
or (iii) the final expiration date of the rights.
Item 2. Exhibits
I.2. Rights Agreement, dated as of March 28, 1995, between
Proffitt's, Inc. and Union Planters National Bank as Rights Agent,
is incorporated herein by reference to Exhibit 1 to the Company's
Current Report on Form 8-K filed April 3, 1995.
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.
