PROFFITTS INC
DEFA14A, 1997-12-15
DEPARTMENT STORES
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                     SCHEDULE 14A INFORMATION
            Proxy Statement Pursuant to Section 14(a)
              of the Securities Exchange Act of 1934



Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only
          (as permitted by Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[X]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Section 240.14a-11(c) or
     Section 240.14a-12


                         Proffitt's, Inc.
 ---------------------------------------------------------------
         (Name of Registrant as Specified in Its Charter)


 ---------------------------------------------------------------
            (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box:)
[ ]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
     and 0-11.

     1)   Title of each class of securities to which transaction
          applies:
     ____________________________________________________________


     2)   Aggregate number of securities to which transaction
          applies:
     ____________________________________________________________


     3)   Per unit price or other underlying value of transaction
          computed pursuant to Exchange Act Rule 0-11 (set forth
          the amount on which the filing fee is calculated and
          state how it was determined):
     ____________________________________________________________


     4)   Proposed maximum aggregate value of transaction:
     ____________________________________________________________


     5)   Total fee paid:

     ____________________________________________________________


[X]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by
     Exchange Act Rule 0-11(a)(2) and identify the filing for which
     the offsetting fee was paid previously.  Identify the previous
     filing by registration statement number, or the Form of
     Schedule and the date of its filing.

     1)   Amount Previously Paid:
     ____________________________________________________________


     2)   Form, Schedule or Registration Statement No.:
     ____________________________________________________________


     3)   Filing party:
     ____________________________________________________________


     4)   Date filed:
     ____________________________________________________________




PROFFITT'S
_______________________________________________________________
INCORPORATED                            Post Office Box 9386
                                        Alcoa, TN 37701
                                        (423) 983-7000
                                        Fax: (423)981-6325



 PROFFITT'S, INC.  GRANTED.  EARLY TERMINATION OF WAITING PERIOD
       UNDER HART-SCOTT-RODINO ANTI-TRUST IMPROVEMENTS ACT

                         Contacts: Proffitt's: Julia Bentley
                                             (423) 981-6243
                                   Carson's: Ed Carroll (media)
                                             (414) 347-5340
                                             Darren Jackson
                                             (investors)
                                             (414) 278-5787

Birmingham, Alabama and Milwaukee,  Wisconsin (December 15, 1997)--
Department store retailers Proffitt's, Inc. (NYSE:PFT)
("Proffitt's") and Carson Pirie Scott & Co. (NYSE:CRP) ("Carson's")
announced that early termination of the waiting period under the
Hart-Scott-Rodino Anti-Trust Improvements Act (the "Act") has been
granted in conjunction with the proposed merger between the two
companies.  A filing was made under the Act on November 17, 1997. 
Termination of the waiting period is a condition to consummation of
the merger.

The Registration Statement on Form S-4 related to the merger was
declared effective by the Securities and Exchange Consummation on
December 10, 1997.

The merger is contingent upon shareholder approval and certain
other conditions.  The meetings of the shareholders of both
Proffitt's and Carson's are scheduled for January 30, 1997.  The
merger is expected to be consummated on January 31, 1998, the
fiscal year end of both Proffitt's and Carson's.

Proffitt's currently operates 177 stores in twenty-four states
under the store names of Proffitt's, McRae's, Younkers, Parisian,
and Herberger's.  The Company's annual revenues exceed $2.3
billion.  Carson's operates 56 store locations in four Midwestern
states under the store names of Carson Pirie Scott, Boston Store,
and Bergner's.  Carson's annual revenues exceed $1.1 billion.

This announcement is neither an offer to sell securities nor a
solicitation of an offer to buy securities. An offering will be
made only by means of a joint proxy statement/prospectus.

A copy of the joint proxy statement/prospectus may be obtained from
the Secretary, Proffitt's, Inc., 115 N. Calderwood Street, Alcoa,
Tennessee 37701.


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