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.
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(Name of Registrant as Specified in Its Charter)
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(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:
____________________________________________________________
CONVERSION NUMBER SET IN PROFFITT'S, INC./
CARSON PIRIE SCOTT & CO. MERGER
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 (January 27, 1998) --
Department store retailers Proffitt's, Inc. (NYSE:PFT)
("Proffitt's" or the "Company") and Carson Pirie Scott & Co.
(NYSE:CRP) ("Carson's") announced today that the Conversion Number
for the proposed merger transaction between the two companies has
been established at 1.75. The Conversion Number was calculated
based on the price of Proffitt's Common Stock as provided in the
Merger Agreement. Upon closing the transaction, each issued and
outstanding share of Carson's Common Stock will be converted into
1.75 shares of Proffitt's Common Stock, with cash paid in lieu of
fractional shares.
Both companies have scheduled special shareholders' meetings on
Friday, January 30, 1998 to vote on the proposed transaction. The
merger is expected to close on Saturday, 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 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 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 has been
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, Alcoa, Tennessee
37701.
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