UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
( X ) Annual Report Pursuant to Section 15 (d) of the Securities Exchange Act
of 1934 (No fee required, effective October 7, 1996.)
For Year Ended: January 31, 1997
or
( ) Transition Report Pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (No fee required)
For the transition period from to
Commission File Number: 33-88390
A. Full title of the plan and the address of the plan, if different for that
of the issuer named below Proffitt's, Inc. Employee Stock Purchase Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office P.O. Box 20080, Jackson, Mississippi 39289
Report of Independent Accountants
To the Board of Directors of Proffitt's, Inc.
We have audited the accompanying statement of net assets available for plan
benefits of the Proffitt's, Inc. Employee Stock Purchase Plan (the "Plan")
as of January 31, 1997 and 1996, and the related statement of changes in net
assets available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits as of
January 31, 1997 and 1996, and the related changes in net assets available
for plan benefits for the years then ended in conformity with generally
accepted accounting principles.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
March 20, 1997
<PAGE>
Proffitt's, Inc. Employee Stock Purchase Plan
Statement of Net Assets Available for Plan Benefits
January 31, 1997 and 1996
1997 1996
------ ------
ASSETS
Cash held by Proffitt's, Inc. $ 1,913 $ 2,123
-------- --------
$ 1,913 $ 2,123
======== ========
LIABILITIES AND NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Due to participants $ 1,913 $ 2,123
Net assets available for plan benefits 0 0
-------- --------
$ 1,913 $ 2,123
The accompanying notes are an integral part of these financial statements.
<PAGE>
Proffitt's, Inc. Employee Stock Purchase Plan
Statement of Changes in Net Assets Available for Plan Benefits
for the years ended January 31, 1997 and 1996
1997 1996
-------- --------
Additions:
Participant contributions $ 263,458 $ 252,949
--------- ----------
Deductions:
Purchase of common stock 261,545 250,826
Excess contributions
due to participants 1,913 2,123
---------- ----------
263,458 252,949
---------- ----------
Net change 0 0
Net assets available for plan
benefits:
Beginning of year 0 0
---------- ----------
End of year $ 0 $ 0
========== ==========
The accompanying notes are an integral part of these financial statements.
Proffitt's, Inc. Employee Stock Plan
Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies and Description
of the Plan
The following description of the Proffitt's, Inc. Employee Stock Purchase
Plan (the "Plan") is provided for general information only. Participants
should refer to the Plan agreement for a more complete description of
the Plan's provisions.
General
The Plan provides employees of Proffitt's, Inc. and its subsidiaries
(the "Company") an opportunity to purchase shares of common stock of the
Company. The Plan is intended to qualify as an employee stock
purchase plan under Section 423 of the Internal Revenue Code of 1986,
as amended, and is therefore not subject to Federal and state income taxes.
The number of shares of common stock to be issued under the Plan and period
for which the option will remain outstanding (the "Option Period") is based
on an annual determination by the Compensation Committee of the Company's
Board of Directors. The initial Option Period under the Plan commenced on
February 1, 1995 and ended on January 31, 1996. Subsequent option periods
end on January 31 of each successive year. The price at which the stock
may be purchased is the lesser of 85% of the closing price per share on the
last business day preceding (i) the grant of the option, or (ii) the
exercise of the option. Shares purchased by the Plan were at an exercise
price of $18.59 and $18.70 per share for the years ended January 31, 1997
and 1996, respectively.
Contributions
Eligible employees may elect annually to make after-tax contributions to
the Plan through payroll deductions. Contributions are subject to
limitations to be set annually by the Compensation Committee of the
Proffitt's, Inc. Board of Directors. Each participant's account is credited
with the participant's contributions. Participants are fully vested in
their contributions. The contribution limitation was $2,400 for the years
ended January 31, 1997 and 1996.
Distribution of Stock
As soon as practicable after the purchase of stock by the Plan for its
participants, the Company will deliver to each participant certificates
representing the shares purchased on their account. Amounts remaining in
participants' accounts representing fractional shares will be returned to
the participants after completion of the purchase without interest.
Administrative Expenses
The Company pays for all administrative expenses of the Plan.
Income Taxes
Participants are not taxed upon receipt or exercise of options.
Participants are taxed upon disposition of shares purchased under the Plan.
<PAGE>
Proffitt's, Inc. Employee Stock Purchase Plan
Notes to Financial Statements (continued)
Basis of Accounting
The financial statements have been prepared on the accrual basis of
accounting.
Reclassifications
Certain reclassifications have been made to the 1996 financial statements
to conform with the current year presentation.
Note 2 - Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to alter, suspend, amend or terminate the Plan. In the event
of plan termination, the participants rights to acquire stock would
continue until the end of the current Option Period, at which time shares and
cash representing fractional shares would be distributed and no further
contributions would be accepted.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
Proffitt's, Inc. Employee Stock Purchase Plan
(Name of Plan)
Date May 1, 1997 /s/ Douglas E. Coltharp
Douglas E. Coltharp
Executive Vice President and
Chief Financial Officer
Exhibit Index
Exhibit No. Description
23 Consent of Independent Accountants
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Proffitt's, Inc. on Form S-8 (File No. 33-88390) of our report dated
March 20, 1997 on our audit of the financial statements of the Proffitt's,
Inc. Employee Stock Purchase Plan as of January 31, 1997 and 1996
and for the years then ended included in this report on Form 11-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
April 23, 1997
