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: December 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: 33-27813
A. Full title of the plan and the address of the plan, if
different for that of the issuer named below
G.R. Herberger's, Inc. 401(k) Employee Stock
Purchase Plan and Employee Stock Opwership Plan
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office
750 Lakeshore Drive, Birmingham AL 35211
G.R. HERBERGER'S, INC.
401(K) EMPLOYEE STOCK PURCHASE PLAN AND
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1997 AND 1996
G.R. Herberger's, Inc.
401 (k) Employee Stock Purchase Plan and Employee Stock Ownership
Plan and Trust
Table of Contents
Pages
------
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits
December 31, 1997 (liquidation basis) and 1996 2
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1997
(liquidation basis) 3
Notes to Financial Statements 4-12
Supplemental Schedules:
*Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1997 13-14
*Item 27d - Schedule of Reportable Transactions for
the year ended December 31, 1997 15-16
*Refers to item number Form 5500 (Annual Return/Report of Employee
Benefit Plan for the year ended December 31, 1997.
COOPERS & LYBRAND, L.L.P.
a professional services firm
Report of Independent Accountants
To the Administrator and Participants
G. R. Herberger's, Inc. 401 (k) Employee Stock Purchase Plan
and Employee Stock Ownership Plan and Trust
We have audited the financial statements of G. R. Herberger's, Inc.
401(k) Employee Stock Purchase Plan and Employee Stock Ownership
Plan and Trust (the Plan), listed in the table of contents, as of
December 31, 1997 and 1996 and for the year ended December 31,
1997. These financial statements are the responsibility of the
Plan Administrator. 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 that our audits
provide a reasonable basis for our opinion.
As described in Note 8 to the financial statements, the Board of
Directors of G. R. Herberger's, Inc., the Plan's sponsor, voted on
August 20, 1997 to terminate the Plan. As a result, the Plan has
changed its basis of accounting for the periods subsequent to
August 20, 1997 from the going-concern basis to a liquidation
basis.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for
benefits of G. R. Herberger s, Inc. 401 (k) Employee Stock Purchase
Plan and Employee Stock Ownership Plan and Trust as of December 31,
1996 and its net assets available for benefits in liquidation as of
December 31, 1997, aid the changes in net assets available for
benefits in liquidation for the year ended December 31, 1997 in
conformity with generally accepted accounting principles applied on
the basis described in the preceding paragraph.
Our audits were conducted for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental
schedules listed on the accompanying index are presented for
purposes of complying with the Department of Labor's Rules and
Regulations for reporting and disclosure under the Employee
Retirement Income Security Act of 1974 and are not a required part
of the basic financial statements. The supplemental schedules have
been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, are fairly
stated, in all material respects, in relation to the basic
financial statements taken as a whole.
/s/ Coopers & Lybrand L.L.P.
Birmingham, Alabama
May 21, 1998
Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand
International, a Swiss limited liability association.
G. R. Herberger's, Inc.
401(k) Employee Stock Purchase Plan and Employee Stock Ownership
Plan and Trust
Statements of Net Assets Available for Plan Benefits
December 31, 1997 (liquidation basis) and 1996
<TABLE>
<CAPTION>
ASSETS 1997 1996
----------------- -------- -------
<S> <C> <C>
Investments:
Common stock of Proffitt's, Inc. $ 113,759,906
Common stock of G. R. Herberger's, Inc. $ 107,443,463
Norwest Stable Return Fund 1,168,797 1,389,976
-------------- ---------------
Total investments 114,928,703 108,833,439
-------------- ---------------
Cash and cash equivalents 716,382 4,642
-------------- ---------------
Accrued interest 4,055
--------------
Receivable from G. R. Herberger's, Inc.:
Dividend 815,246
Employer contribution 132,734 514,664
Employee contribution 15,585
-------------- ---------------
Total receivables 148,319 1,329,910
-------------- ---------------
115,797,459 110,167,991
-------------- ---------------
LIABILITIES
---------------
Current liabilities:
Accrued interest 41,898
Other accrued expenses 124,126 29,114
Current maturities of long-term debt 1,201,585
-------------- ---------------
124,126 1,272,597
Long-term debt 10,381,340
-------------- ---------------
124,126 11,653,937
-------------- ---------------
Net assets available for plan benefits $115,673,333 $98,514,054
============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
G. R. Herberger's, Inc.
401(k) Employee Stock Purchase Plan and Employee Stock Ownership
Plan and Trust
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 1997 (liquidation basis)
Net investment income:
Interest $50,158
Net appreciation in the fair value of common stock 54,644,374
Net appreciation in the fair value of Norwest
Stable Return Fund 71,802
Employer matching contributions 219,928
Employees' elective deferral contributions 1,154,682
Benefits paid to participants (38,011,639)
Interest expense on notes payable (660,695)
Administrative expenses (309,331)
------------
Net increase 17,159,279
Net assets available for benefits, beginning
of year 98,514,054
------------
Net assets available for benefits, end of year $ 115,673,333
=============
The accompanying notes are an integral part of these financial
statements.
G. R. Herberger's, Inc.
401(k) Employee Stock Purchase Plan and Employee Stock Ownership
Plan and Trust
Notes to Financial Statements
1. Plan Description
The following description of the G. R. Herberger's, Inc.
401(k) Employee Stock Purchase Plan and Employee Stock
Ownership Plan and Trust (the Plan) provides only general
information. References should be made to the plan agreement
for more complete information.
General - The Plan was established by G. R. Herberger's, Inc.
as a defined contribution stock bonus plan subject to the
provisions set forth in the Employee Retirement Income
Security Act of 1974 (ERISA). The Plan, formerly titled G. R.
Herberger's, Inc. Restated Profit Sharing Plan and Trust, was
amended and restated on January 1, 1989, to conform to the Tax
Reform Act of 1986, the Revenue Act of 1987, and the Tax and
Miscellaneous Revenue Act of 1988. In addition, the Plan was
converted to an Employee Stock Ownership Plan on December 31,
1989. The Plan was amended and restated to include a
qualified 401(k) Stock Bonus Plan within the meaning of the
IRS code Section 401(k) on April 15, 1993. On August 20,
1997, Herberger's Board of Directors resolved to terminate the
plan (Note 8).
Employees are eligible to participate in the Plan after
completing one year of service and attaining age 21.
G.R. Herberger's, Inc. serves as the plan administrator and
has selected the Norwest Bank Minnesota, N. A. (Trustee) to be
the Plan's investment trustee and recordkeeper.
On February 1, 1997, Proffitt's, Inc. (Proffitt's) issued
4,000,000 shares of its common stock for all the outstanding
common stock of G. R. Herberger's, Inc. (Herberger's). Based
on the then issued and outstanding common stock of
Herberger's, the conversion resulted in the exchange of
approximately .4985 shares of Proffitt's common stock for each
share of Herberger's common stock. Accordingly, 5,844,977 of
allocated and unallocated shares of Herberger's stock held in
the Plan as of December 31, 1996 were exchanged for 2,913,721
shares of Proffitt's, Inc. common stock during the year ended
December 31, 1997.
Contributions - Contributions to the Employee Stock Ownership
Plan are made each year at the discretion of the Board of
Directors of G. R. Herberger's, Inc. (the Employer). The
amount contributed to each participant's account is allocated
based upon the ratio which such participant's compensation
bears to the total compensation for all participants for the
plan year. The Employer also contributes all amounts withheld
from participants through their 401(k) payroll deductions
pursuant to their elective deferral agreements. Participants
electing to have their elective deferral contributions for a
Plan year invested in Proffitt's common stock may receive a
matching contribution in an amount determined by the Employer
for the Plan year.
Voluntary participant deposits cannot be less than $25 per
biweekly payroll period and cannot exceed 11% of the
Employee's compensation or such other maximum percentage
announced from time to time by the Employer. In addition,
participant deposits plus Herberger's matching and ESOP
contributions cannot exceed the lesser of $30,000 or 25% of
total employee compensation for such limitation year.
Participant deposits, made on a before-tax basis, qualify as
a cash or deferred arrangement under Section 401(k) of the
Internal Revenue Code. As such, they are not subject to
federal income tax until the funds are disbursed.
Vesting - Participants are always 100% vested in any elective
deferral portion of their account balances. Participants vest
in their share of Herberger's matching and ESOP contributions
according to the following schedule:
Vesting Service Vesting
in Years Percentage
------------ -------------
Less than 3 0%
3 20%
4 40%
5 60%
6 80%
7 or more 100%
Participants are 100% vested upon reaching seven years of
service, attaining age 65, or upon death or total permanent
disability.
In connection with the decision to terminate the Plan (Note
8), all participants on August 20, 1997 became 100% vested in
their accounts.
Benefits - An account is maintained for each participant in
the Plan. The accounts are credited with the participant's
contributions and their allocated portion of the employer
contributions and investment earnings. Distributions,
withdrawals, and allocated expenses are subtracted from the
account balances.
Loans - At various times, the Plan has purchased shares of
Herberger's common stock using the proceeds of ESOP loans
(leveraged shares). These shares are initially held in a
suspense account by the Plan trustee as unallocated shares.
As contributions are made, dividends are paid, and the ESOP
debt is repaid, leveraged shares are released from suspense
and allocated to the accounts of participants, and Herberger's
recognizes compensation expense. During 1997, all of the
loans were paid in their entirety (Note 5).
Termination - In the event the Plan is terminated, the amount
of each participant's account balance becomes fully vested and
will be distributed based on the current value of assets
available for plan benefits allocated to the participant's
accounts at such time. On August 20, 1997, Herberger's Board
of Directors resolved to terminate the Plan (Note 8). As a
result, the Plan has changed its basis of accounting from the
going-concern basis to a liquidation basis during the year
ended December 31, 1997. All of the Plan's assets are carried
at market values; therefore, no change in asset values
occurred due to the change from the going-concern basis to the
liquidation basis of accounting.
Upon termination of employment, request for payment of vested
account balances must be made on or before December 31, of
each year to be eligible for distribution in the following
plan year. As of December 31, 1996, the Plan had received
requests for withdrawal of approximately 800,000 shares of
vested Herberger's common stock. Such distribution was made
during the year ended December 31, 1997 in an equivalent
number of shares of Proffitt's, Inc. common stock.
Forfeitures - As of the last day of each Plan year,
forfeitures are allocated among the accounts of all remaining
Participants as part of and on the same basis as the Employer
contribution allocation.
2. Summary of Significant Accounting Policies
Basis of Financial Statements - The financial statements of
the Plan are maintained on the accrual basis and have been
prepared in conformity with generally accepted accounting
principles.
Investments - Plan investments are stated at aggregate current
value. In 1996, the value of the G.R. Herberger's, Inc.
common stock is based on the December 31, 1996 quoted market
price of a share of Proffitt's, Inc. common stock in the
actively traded market and the conversion ratio of .4985
realized in Herberger's merger with Proffitt's, Inc. In 1997,
the value of Proffitt's, Inc. common stock is based on the
December 31, 1997 quoted market price. Quoted market prices
are used to value the Norwest Stable Return Fund.
Interest and dividend income from investments is recorded when
earned. The Plan presents in the statement of changes in net
assets available for plan benefits the net appreciation
(depreciation) in the fair value of its investments, which
consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
Cash and Cash Equivalents - Cash and cash equivalents consist
of demand deposits and short-term investments with original
maturities of three months or less.
Contributions - Contributions from the Employer are made
either in Proffitt's common stock or in cash and are accrued
based on amounts declared by Herberger's Board of Directors.
Contributions from employees are recorded in the period in
which the Employer makes the deductions from the participants'
payroll.
Administrative Fees - In 1996, the Employer provided certain
administrative and accounting services to the Plan at no cost
and also paid certain other administrative expenses on behalf
of the Plan. These expenses are not included in the Plan's
expenses and totaled $19,150 for the year ended December 31,
1996. In 1997, all such expenses were paid by the Plan.
Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of additions
and deductions during the reporting periods. Actual results
could differ from those estimates.
3. Income Tax Status
The Plan received a determination letter dated February 23,
1994, in which the Internal Revenue Service stated that the
Plan, as designed, was in compliance with the applicable
requirements of the Internal Revenue Code. The plan
administrator and the Plan's tax counsel believe that the Plan
continues to qualify and operate as designed. Therefore, no
provisions for income taxes has been included in the Plan's
financial statements.
The Plan obtained its latest determination letter on May 7,
1998, in which the Internal Revenue Service stated that the
planned termination of this plan does not adversely affect its
qualification for federal tax purposes.
4. Investments
Participating employees elect to authorize Herberger's to
withhold amounts from their salary and deposit the amounts in
the Norwest Bank Minnesota, N. A. Stable Return Fund. The
fund assets are used to purchase debt certificates issued by
corporations, the government, or its agencies offering a
conservative fixed income investment with higher returns over
time.
All 401(k) elective deferral contributions are initially
invested in the Norwest Stable Return Fund. On or about May
15 of each Plan year, the balance in this fund is used to
purchase common stock of Proffitt's, on behalf of the Plan's
participants, unless the participants direct the Trustee in
writing not to acquire such stock. The participants electing
to have their elective deferral contributions for a Plan year
invested in Proffitt's common stock may receive a matching
contribution at the discretion of and in an amount determined
by the Employer for the Plan year.
Investments held by the Plan at December 31, 1997 and 1996 are
summarized as follows:
<TABLE>
<CAPTION>
December 31, 1997 December 31, 1996
---------------------- ---------------------
Market Cost Market Cost
-------- -------- --------- ---------
<S> <C> <C> <C> <C>
Common stock of Proffitt's, Inc. $113,759,906 $16,362,967
Common stock of G. R. Herberger's, Inc. $107,443,463 $22,441,425
Norwest Stable Return Fund 1,168,797 1,121,776 1,389,976 1,337,065
----------- ----------- ----------- ------------
$114,928,703 $17,484,743 $108,833,439 $23,778,490
============ =========== ============ ============
</TABLE>
5. Long-term Debt
Between 1990 and 1995 the Plan acquired 1,883,354 shares of
G.R. Herberger's, Inc. common stock from certain employee
shareholders at a total aggregate cost of $16,652,210. As of
December 31, 1996, 1,136,792 of these shares had not been
allocated to Plan participants' accounts. The market value of
the unallocated shares as of December 31, 1996 is $20,896,724.
The purchase of these shares was financed through the issuance
of notes payable to the Employer in a total amount of
$16,652,210. Dividends paid by G. R. Herberger's, Inc. on the
unallocated shares are used to retire the related ESOP debt.
To the extent scheduled principal and interest payments exceed
the Plan's ability to make such payments from the dividends
received on the unallocated stock, additional contributions
are made by Herberger's for the purpose of making such
payments. During 1097, certain unallocated shares were sold,
and the proceeds were used to pay off all the ESOP loans. The
remaining unallocated shares were allocated to the
participants' accounts based upon the ratio which such
participant's compensation bears to the total compensation for
all participants for the plan year.
Long-term debt at December 31, 1996 consists of:
Promissory note dated May 30, 1990;
payable to (G.R. Herberger's, Inc.;
with a variable annual rate of interest
equal to 85% of prime (8.25% at December
31, 1996) with a ceiling of 10.5% and
a floor of 5.9%; principal payable in annual
installments of $550,000 from May 1991
through May 2000. $ 2,200,000
Promissory note dated May 30, 1991;
payable to (G.R. Herberger's, Inc.;
with a variable annual rate of interest
equal to 85% of prime (8.25% at December
31, 1996) with a ceiling of 10.5% and
a floor of 5.9%; principal payable in annual
installments of $265,221 from May 1992
through May 2001. 1,326,105
Promissory note dated May 17, 1994;
payable to (G.R. Herberger's, Inc.;
with a fixed annual rate of interest
equal to 7.25%; principal payable in
quarterly installments from March 1995
through December 2002. 5,125,000
Promissory note dated May 11, 1995;
payable to (G.R. Herberger's, Inc.;
with a fixed annual rate of interest
equal to 7.25%; principal payable in
quarterly installments from March 1996
through December 2003. 2,931,820
-----------
11,582,925
Less current maturities 1,201,585
-----------
$ 10,381,340
===========
6. Transactions With Parties-in-interest
G.R. Herberger's, Inc., the administrator of the plan, Norwest
Bank Minnesota, N.A., and Proffitt's, Herberger's parent, are
parties-in-interest to the Plan. Dividends receivable for
December 31, 1996 of $815,246 were declared by Herberger's
Board of Directors in January 1997. No dividend was declared
for 1997.
7. Financial Instruments
In accordance with the requirements of SFAS No. 107, the
estimated fair values of the Plan's financial instruments as
of December 31, 1997 were as follows:
Carrying Fair
Amount Value
---------- -----------
Investments:
Proffitt's, Inc. common stock $16,362,967 $113,759,906
Norwest Stable Return Fund 1,121,776 1,168,797
Cash and cash equivalents 716,382 716,382
Receivables 148,319 148,319
Accrued interest 4,055 4,055
----------- ------------
$ 18,353,499 $ 115,797,459
The following methods and assumptions were used to estimate
the fair value of financial statements:
* Cash and cash equivalents and receivables: Fair value
approximates the Plan's carrying amount due to the short-term maturity
of these investments.
* Proffitt's, Inc. common stock - Note 2.
* Norwest Stable Return Fund - Note 2.
8. Plan Termination
On August 20, 1997, Herberger's Board of Directors resolved to
terminate the Plan and merge the plan assets into the
Proffitt's, Inc. 401(k) Retirement Plan effective December 31,
1997, or as soon as administratively practicable thereafter.
On May 7, 1998, the Plan obtained a favorable determination
letter from the Internal Revenue Service approving the planned
termination. The plan assets have not been transferred to the
Proffitt's, Inc. 401(k) Retirement Plan as of the date of this
report.
9. Asset Allocation
The allocation of the net assets available for plan benefits
to investment programs as of December 31, 1997 and 1996 and
the allocation of changes in net assets available for plan
benefits to investment programs for the year ended December
31, 1997 are as follows:
Allocation of Plan Assets and
Liabilities to Investment Programs
December 31, 1997 (liquidation basis)
<TABLE>
<CAPTION>
Norwest
Company Stable
Stock Return
Fund Fund Total
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS
Investments:
Proffitt's, Inc. common stock $ 113,759,906 $ 113,759,906
Norwest Stable Return Fund $1,168,797 1,168,797
------------ ------------- -------------
Total investments 113,759,906 1,168,797 114,928,703
------------ ------------- -------------
Cash and cash equivalents 716,382 716,382
------------ -------------
Accrued interest 4,055 4,055
------------ ------------- -------------
Receivable from G. R. Herberger's, Inc.:
Employer contribution 132,734 132,734
Employee contribution 15,585 15,585
------------- -------------
Total receivables 148,319 148,319
------------- -------------
114,476,288 1,321,171 115,797,459
------------ ------------- -------------
LIABILITIES
Current liabilities:
Other accrued expenses 124,126 124,126
------------ -------------
124,126 124,126
------------ ------------- -------------
Net assets available for plan benefits $ 114,352,162 $1,321,171 $ 115,673,333
============ ============= ==============
Allocation of Plan Assets and
Liabilities to Investment Programs
December 31, 1996
Norwest
Company Stable
Stock Return
Fund Fund Total
------------- ------------- -------------
ASSETS
Investments:
G. R. Herberger's, Inc. common stock $ 107,443,463 $ 107,443,463
Norwest Stable Return Fund $ 1,389,976 1,389,976
----------- ------------ ------------
Total investments 107,443,463 1,389,976 108,833,439
----------- ------------ ------------
Cash and cash equivalents 4,642 4,642
----------- ------------
Receivable from G. R. Herberger's, Inc.:
Dividend 815,246 815,246
Contribution 294,982 219,682 514,664
----------- ------------ ------------
Total receivables 1,110,228 219,682 1,329,910
----------- ------------ ------------
108,558,333 1,609,658 110,167,991
----------- ------------ ------------
LIABILITIES
Current liabilities:
Accrued interest 41,898 41,898
Other accrued expenses 29,114 29,114
Current maturities of long-term debt 1,201,585 1,201,585
----------- ------------
Total current liabilities 1,272,597 1,272,597
Long-term debt 10,381,340 10,381,340
----------- ------------
11,653,937 11,653,937
----------- ------------ ------------
Net assets available for plan benefits $96,904,396 $ 1,609,658 $98,514,054
=========== ============ ============
Allocation of Plan Assets and Changes in
Net Assets Available for Benefits to Investment Programs
December 31, 1997 (liquidation basis)
Norwest
Company Stable
Stock Return
Fund Fund Total
------------- ------------- -------------
Net investment income:
Interest $50,158 $50,158
------------ -------------
Net investment income 50,158 50,158
------------ -------------
Net appreciation in the fair value
of common stock 54,644,374 54,644,374
Net appreciation in the fair value of
Stable Return fund $71,802 71,802
Employer matching contributions 219,928 219,928
Employees' elective deferral contributions 1,154,682 1,154,682
Transfer of cash shares 1,644,227 (1,644,227) 0
Benefits paid to participants (37,941,177) (70,462) (38,011,639)
Interest expense on notes payable (660,695) (660,695)
Administrative expenses (289,121) (20,210) (309,331)
------------ ----------- -------------
Net increase (decrease) 17,447,766 (288,487) 17,159,279
Net assets available for benefits,
beginning of year 96,904,396 1,609,658 98,514,054
------------ ----------- -------------
Net assets available for benefits,
end of year $ 114,352,162 $1,321,171 $ 115,673,333
============ =========== =============
</TABLE>
Supplemental Schedules
G. R. Herberger's, Inc.
401(k) Employee Stock Purchase Plan and Employee Stock Ownership
Plan and Trust
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1997
<TABLE>
<CAPTION>
c. Descroption
b. Identity of of Investment, Including
of Issuer Maturity Date, Rate of Interst
Borrower, Lessor or, Collateral, Par, or e. Current
a. Similary Party or Maturity Value d. Cost Value
----- ------------------- --------------------------- ---------- ---------
<C> <C> <C> <C> <C>
* Proffitt's, Inc. Common Stock $16,362,967 $113,759,906
* Norwest Bank Minnesota, N.A. Stable return fund; 6.29% $1,121,776 $1,168,797
interst rate
*Party-in-interst to the Plan.
</TABLE>
G. R. Herberger's, Inc.
401(k) Employee Stock Purchase Plan and Employee Stock Ownership
Plan and Trust
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1996
<TABLE>
<CAPTION>
c. Descroption
b. Identity of of Investment, Including
of Issuer Maturity Date, Rate of Interst
Borrower, Lessor or, Collateral, Par, or e. Current
a. Similary Party or Maturity Value d. Cost Value
----- ------------------- --------------------------- ---------- ---------
<C> <C> <C> <C> <C>
* G.R. Herberger's, Inc. Common Stock $22,441,425 $107,443,463
* Norwest Bank Minnesota, N.A. Stable return fund $1,337,065 $1,389,976
*Party-in-intest to the Plan.
</TABLE>
G. R. Herberger's, Inc.
401(k) Employee Stock Purchase Plan and Employee Stock Ownership
Plan and Trust
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1997
I. Single transactions exceeding 5% of assets.
NONE
NOTE: Information required in Columns e, f, and h is
inapplicable.
II. Series of transactions involving property other than
securities.
NONE
III. Series of transactions of same issue exceeding 5% of assets.
Schedule attached.
NOTE: Information required in Columns e, f, and h is
inapplicable.
IV. Transaction in conjunction with same person involved in
reportable single transactions.
NONE
G. R. Herberger's, Inc.
401(k) Employee Stock Purchase Plan and Employee Stock Ownership
Plan and Trust
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1997
a. Idenity of Party Involved: *Norwest short- *Proffitt's, Inc.
term invest-
ment fund
b. Description of Asset: Debt Securities Common Stock
c. Purchase:
Price $11,195,327
Number 173
d. Sales:
Price $10,483,587 $10,593,931
Number 159 7
e. Cost of Asset: $10,483,587 $4,063,429
f. Net Gain or (loss): $6,476,502
*Party-in-interst to the Plan.
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.
G.R. Herberger's, Inc. 401(k)
Employee Stock Purchase Plan and
Employee Stock Ownership Plan
-----------------------------
Date: June 29, 1998 /s/ Douglas E. Coltharp
------------- -----------------------------
Douglas E. Coltharp
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description Page
23 Consent of Independent Accountants 11
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Proffitt's, Inc. on Form S-8 (File No. 333-27813) of
our report dated May 21, 1998, on our audits of the financial
statements of G.R. Herberger's, Inc. 401(k) Employee Stock Purchase
Plan and Employee Stock Ownership Plan as of December 31, 1997 and
1996, and for the year ended December 31, 1997 (liquidation basis),
which report is included in this Annual Report on Form 11-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
June 26, 1998
