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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 19, 1997
PROFFITT'S, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
TENNESSEE 1-13113 62-0331040
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
750 LAKESHORE PARKWAY, BIRMINGHAM, ALABAMA 35211
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(ADDRESSES OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(205) 940-4000
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS.
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On December 19, 1997, Proffitt's, Inc., a Tennessee corporation
("Proffitt's" or the "Registrant"), issued a press release announcing that its
wholly-owned subsidiary, Parisian, Inc., an Alabama corporation ("Parisian")
will offer to purchase for cash any and all of the Parisian 9-7/8% Senior
Subordinated Notes due 2003 (the "Notes"), as guaranteed by Proffitt's.
Approximately $97 million of the original principal amount of the Notes
presently remains outstanding. Concurrently, Parisian is soliciting consents
from holders of the Notes to proposed amendments to the indenture pursuant to
which the Notes were issued. A copy of the press release is attached hereto as
Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS.
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(c) Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
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99.1 Press Release dated December 19, 1997.
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SIGNATURE
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.
PROFFITT'S, INC.
/s/ Douglas E. Coltharp
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Douglas E. Coltharp
Executive Vice President and
Chief Financial Officer
Date: December 19, 1997
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INDEX TO EXHIBITS
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Exhibit
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99.1 Press Release dated December 19, 1997.
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EXHIBIT 99.1
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[LETTERHEAD OF PROFFITT'S]
For Release 7:30 A.M. EST Friday, December 19, 1997
PROFFITT'S, INC. ANNOUNCES CASH TENDER OFFER ON
PARISIAN SENIOR SUBORDINATED NOTES
Contact: Julia Bentley
(423) 981-6243
Birmingham, Alabama--Department store retailer Proffitt's, Inc. (NYSE:PFT)
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("Proffitt's" or the "Company") today announced that its wholly-owned
subsidiary, Parisian, Inc. ("Parisian") has commenced a cash tender offer and
consent solicitation relating to the $96,597,000 outstanding principal balance
of 9-7/8% Parisian Senior Subordinated Notes due 2003 (the "Notes"), as
guaranteed by Proffitt's, Inc.
The purchase price to be paid for each validly tendered Note will be based upon
a fixed spread of 35 basis points over the yield to maturity on the 8 1/4% U.S.
Treasury Note due July 15, 1998, less a consent payment equal to $10 per $1,000
principal amount of the Notes. The Company expects that the purchase price for
the Notes will be effectively set on Friday, January 16, 1998, when the yield on
the reference Treasury Note is determined.
In conjunction with the tender offer, consents to certain proposed amendments to
the Indenture governing the Notes are being solicited. Among other things,
these amendments would eliminate substantially all of the restrictive covenants
and would amend certain other provisions contained in the Indenture relating to
events of default, changes in control, and defeasance of the Notes. Holders who
tender their Notes will be required to consent to the proposed amendments.
The tender offer expires at 12:00 midnight, New York City time, on Wednesday,
January 21, 1998, unless extended. Once sufficient consents to amend the
Indenture have been received, an announcement of that result will be made.
Holders will then have one additional day on which to make or withdraw tenders
and consents. The Company expects sufficient consents may be received by
Tuesday, January 6, 1998, in which case the last day on which holders can tender
and consent or withdraw (the "consent date") will be January 7, 1998. Holders
who validly tender their Notes and properly deliver their consents on or before
the consent date will receive, in addition to the purchase price, a consent
payment of $10 per $1,000 principal amount tendered.
Merrill Lynch & Co. and NationsBanc Montgomery Securities, Inc. are acting as
the Dealer Managers for the tender offer and the consent solicitation. The
Depositary for the tender offer is AmSouth Bank. The tender offer and consent
solicitation are being made
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pursuant to an Offer to Purchase and Consent Solicitation Statement
and related Consent and Letter of Transmittal, which more fully set forth the
terms of the tender offer and consent solicitation. Additional information
concerning the terms of the tender offer and consent solicitation, tendering
Notes and the delivery of consents and conditions to the tender offer and
consent solicitation, may be obtained from either Chris Sevrens at Merrill Lynch
& Co. at (212) 449-1553 or Jonah Hirsch at NationsBanc Montgomery Securities,
Inc. at (704) 388-4807. Copies of the Offer to Purchase and Consent
Solicitation Statement and related documents may be obtained from Beacon Hill
Partners, Inc., the Information Agent, at 90 Broad Street, New York, New York
10004, at (800) 755-5001.
R. Brad Martin, Chairman and Chief Executive Officer of Proffitt's, Inc.,
stated, "The decision to tender for the balance of the Parisian Notes is based
on our ability to refinance this debt under more favorable terms. These more
favorable terms result from the improving credit profile of our Company stemming
from our operating results and previously announced capital structure
enhancements, as well as from current financial market conditions."
Proffitt's, Inc., currently operates 177 stores in twenty-four under the store
names of Parisian, Proffitt's, McRaes's, Younkers, and Herberger's. The
Company's annual revenues exceed $2.3 billion.
