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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 2, 1997
PROFFITT'S, INC.
(Exact name of registrant as specified in its charter)
TENNESSEE
(State or jurisdiction of incorporation)
0-15907 62-0331040
(Commission File Number) (IRS Employer Identification No.)
P.O. Box 20080, Jackson, Mississippi 39289
(Address of principal executive offices) (Zip Code)
(601) 968-4400
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On May 2, 1997, the Registrant issued a press release announcement that it
intends to offer $100 million of Senior Notes due 2004 to qualified
institutional buyers, certain institutional accredited investors and foreign
persons. A copy of the press release is attached hereto as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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99 Press Release
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.
Registrant: PROFFITT'S, INC.
Dated: May 2, 1997 By: /s/ Douglas E. Coltharp
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Douglas E. Coltharp
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description Page Number
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99 Press Release
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EXHIBIT 99
PROFFITT'S, INC.
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CONTACT:
FOR RELEASE: 8:00 A.M. E.D.T. Julia Bentley
on Friday May 2, 1997 (423) 983-7000
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PROFFITT'S INC. ANNOUNCES
PROPOSED RULE 144A OFFERING
OF SENIOR NOTES
Proffitt's, Inc. (Nasdaq: PRFT) announced that it intends to offer $100
million of Senior Notes due 2004 to qualified institutional buyers, certain
institutional accredited investors and foreign persons. The Notes offered have
not been registered under the Securities Act of 1933 and may not be offered or
sold in the United States absent registration or pursuant to an applicable
exemption from registration under federal and state securities laws.
The net proceeds of the offering will be used primarily to repay mortgage
and other secured indebtedness of Proffitt's and its subsidiaries, with the
balance used to reduce borrowings under the Company's revolving credit facility
and for general corporate purposes.
The offering is being made to reduce the Company's secured borrowings and
indebtedness bearing interest at floating rates, to extend maturities, and to
increase the Company's flexibility.
The Company is also seeking to (i) amend its existing senior bank credit
facility to, among other things, increase the committed amounts thereunder from
$275 million to up to $350 million and extend the maturity of such facility by
five years. Furthermore, the Company is pursuing a restructuring of its existing
accounts receivable financing arrangements in an effort to extend the term of a
portion of such arrangements from one year to 3-5 years through the sale of
fixed interest rate asset-backed securities.
Proffitt's is a leading regional department store chain operating 175
stores in 24 states primarily in the Southeast and Midwest.
THIS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO PURCHASE ANY SECURITIES.
