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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
March 25, 1998
PROFFITT'S, INC.
(Exact name of registrant as specified in its charter)
Tennessee 1-13113 62-0331040
(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
750 Lakeshore Parkway
Birmingham, Alabama 35211
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (423) 983-7000
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Item 5. Other Events
On March 25, 1998, the Board of Directors of the
Registrant approved Amendment No. 1 (the "Amendment") to the
Rights Agreement, dated as of March 28, 1995 (the "Rights
Agreement"), between the Registrant and Union Planters Bank, N.A.
(formerly known as Union Planters National Bank), as Rights Agent
(the "Rights Agent"). The Registrant amended the Rights Agreement
(i) to increase the exercise price of the Rights to $278.00 per one
one-hundredth of a Series C Junior Preferred Share, subject to
adjustment and (ii) to extend the final expiration date of the
Rights Agreement to March 25, 2008.
The foregoing description of the Amendment is qualified
in its entirety by reference to the full text of the Amendment,
which is attached as an exhibit hereto and incorporated herein by
reference. Copies of the Rights Agreement, and the related Summary
of Rights which is attached as Exhibit C to the Rights Agreement,
are available free of charge from the Registrant.
Item 7. Financial Statements and Exhibits
7(a) and 7(b). None
7(c). The following exhibits are furnished as required by
Item 7(c):
Exhibit
Number Description
4.1 Amendment No. 1, dated as of March 25, 1998, to
the Rights Agreement, dated as of March 28, 1995,
between the Registrant and Union Planters Bank,
N.A., as Rights Agent.
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.
Date: March 25, 1998
By: /s/ Brian J. Martin
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Brian J. Martin, Executive Vice
President of Law
AMENDMENT NO. 1
TO RIGHTS AGREEMENT
This Amendment No. 1 to Rights Agreement made between
Proffitt's, Inc. (the "Company") and Union Planters Bank, N.A.
(formerly known as Union Planters National Bank), as rights agent
(the "Rights Agent"),
WITNESSETH:
WHEREAS, the Company and the Rights Agent have entered into a
Rights Agreement dated March 28, 1995 (the "Rights Agreement"), and
WHEREAS, pursuant to Section 27 of the Rights Agreement the
Board of Directors of the Company has approved this Amendment No.
1 to the Rights Agreement,
NOW, THEREFORE, the parties agree as follows:
1. Section 7(a) of the Rights Agreement is amended by
deleting "March 28, 2005," from clause (i) thereof and inserting in
lieu thereof "March 25, 2008."
2. Section 7(b) of the Rights Agreement is hereby amended to
read in its entirety as follows:
"(b) The Exercise Price for each one-hundredth of a
share of Preferred Stock purchasable pursuant to
the exercise of a Right shall initially be $278.00.
The Exercise Price and the number of shares of
Preferred Stock or other securities to be acquired
upon exercise of a Right shall be subject to
adjustment from time to time as provided in Section
11 or 13 hereof. The Exercise Price shall be
payable in lawful money of the United States of
America, in accordance with paragraph (c) below."
3. The Rights Agreement shall not otherwise be supplemented
or amended by virtue of this Amendment, but shall remain in full
force and effect.
4. Capitalized terms used without other definition in this
Amendment No. 1 to the rights Agreement shall be used as defined
in the Rights Agreement.
5. This Amendment No. 1 to the Rights Agreement shall be
deemed to be a contract made under the laws of the State of
Tennessee and for all purposes shall be governed by and construed
in accordance with the laws of the State of Tennessee applicable to
contracts to be made and performed entirely within the State of
Tennessee.
6. This Amendment No. 1 to the Rights Agreement may be
executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the
same instrument.
7. This Amendment No. 1 to the Rights Agreement shall be
effective as of the Close of Business on March 25, 1998, as if
executed on such date, and all references to the Rights Agreement
shall, from and after such time, be deemed to be references to the
Rights Agreement as amended hereby.
8. Exhibits B and C to the Rights Agreement shall be amended
in a manner consistent with this Amendment No. 1 to the Rights
Agreement.
9. The undersigned officer of the Company certifies by
execution hereof that this Amendment No. 1 to the Rights Agreement
is in compliance with the terms of Section 27 of the Rights
Agreement.
WITNESS the execution hereof as of the date first written
above.
PROFFITT'S, INC. UNION PLANTERS BANK, N.A.
By: __________________________ By: __________________________
Brian J. Martin _________________________
Executive Vice President of Law Printed Name and Title
