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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Proffitts Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
742925 10 0
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
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CUSIP No. 742925 10 0
Schedule 13G
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
RCM Capital Management, L.L.C. 94-3244780
RCM Limited L.P. 94-3004387
RCM General Corporation 94-3132809
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
RCM Capital Management, L.L.C. - DE Limited Liability Co.
RCM Limited L.P. - CA Limited Partnership
RCM General Corporation - CA Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER 200,000
6 SHARED VOTING POWER -0-
7 SOLE DISPOSITIVE POWER 225,000
8 SHARED DISPOSITIVE POWER -0-
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%
12
TYPE OF REPORTING PERSON*
RCM Capital Management, L.L.C. -IA,OO
RCM Limited L.P. - PN,HC
RCM General Corporation - CO,HC
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Item 1(a) Name of Issuer:
Proffitts Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
115 N. Calderwood
Alcoa, Tennessee 37701
Item 2(a) Name of Person Filing:
RCM Capital Management, L.L.C.
RCM Limited L.P.
RCM General Corporation
Item 2(b) Address of Principal Business Office or, if none, Residence:
Four Embarcadero Center, Suite 2900
San Francisco, California 94111
Item 2(c) Citizenship:
RCM Capital Management, L.L.C. - DE Limited Liability Co.
RCM Limited L.P. - CA Limited Partnership
RCM General Corporation - CA Corporation
Item 2(d) Title of Class of Securities:
Common
Item 2(e) CUSIP Number:
742925 10 0
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(e) [X] Investment Adviser registered under section 203
of Investment Advisers Act of 1940. *See Exhibit A.
Item 4. Ownership.
See responses to Items 5, 6, 7, 8, 9, and 11 of Cover Page.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of securities,
check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not Applicable.
Item 7. Identification and Classification of
the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
See Exhibit A.
Item 8. Identification and Classification of Members of the
Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities
referred to above were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
By /s/ Susan C. Gause
Susan C. Gause
Chief Financial Officer
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
RCM CAPITAL MANAGEMENT, L.L.C.
By /s/ Susan C. Gause January 29, 1997
Susan C. Gause
Chief Financial Officer
RCM LIMITED L.P.
By /s/ Michael J. Apatoff January 29, 1997
Michael J. Apatoff
Chief Operating Officer
RCM GENERAL CORPORATION
By /s/ William L. Price January 29, 1997
William L. Price
Chairman
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EXHIBIT A
RCM Capital Management, L.L.C. ("RCM Capital") is an investment
adviser registered under Section 203 of the Investment Advisers Act of
1940.
RCM Limited L.P. ("RCM Limited") is the Managing Agent of RCM Capital.
RCM Limited has filed this Schedule 13G pursuant to Rule
13d-1(b)(ii)(G) under the Securities Exchange Act of 1934 (the "Act").
RCM Limited has beneficial ownership of the securities reported on
this Schedule 13G only to the extent that RCM Limited may be deemed to
have beneficial ownership of securities beneficially owned by RCM
Capital.
RCM General Corporation ("RCM General") is the General Partner of RCM
Limited, the Managing Agent of RCM Capital. RCM General has filed this
Schedule 13G pursuant to Rule 13d-1(b)(ii)(G) under the Act. RCM
General has beneficial ownership of the securities reported on this
Schedule 13G only to the extent RCM General may be deemed to have
beneficial ownership of securities beneficially owned by RCM Capital.
RCM Capital, RCM Limited, and RCM General are filing a joint statement
on Schedule 13G under the Act in connection with the common stock of
Proffitts Inc.
RCM Capital, RCM Limited, and RCM General are each responsible for the
timely filing of Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning each of them
contained therein, but none of them is responsible for the
completeness or accuracy of the information of the other.
RCM CAPITAL MANAGEMENT, L.L.C.
By /s/ Susan C. Gause January 29, 1997
Susan C. Gause
Chief Financial Officer
RCM LIMITED L.P.
By /s/ Michael J. Apatoff January 29, 1997
Michael J. Apatoff
Chief Operating Officer
RCM GENERAL CORPORATION
By /s/ William L. Price January 29, 1997
William L. Price
Chairman
