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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)
August 3, 1998
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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 executive offices) (Zip Code)
Registrant's telephone number, including area code (205) 940-4000
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Item 5. Other Events.
On August 3, 1998, Proffitt's, Inc. announced it has entered
into an agreement to acquire from Dillard's, Inc., certain
department stores and related property currently owned by
Mercantile Stores Company, Inc. Pursuant to General Instruction F
to Form 8-K, the following press release dated August 3, 1998 is
incorporated herein by reference and is attached hereto.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed as a part of this
report:
Exhibit
Number Description
99.1 Press release dated August 3, 1998
announcing agreement to acquire from
Dillard's certain department stores and
related property currently owned by
Mercantile Stores Company, Inc.
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: August 4, 1998
By: /s/ Charles Hansen
_______________________________
Charles Hansen, Vice President
and Associate General Counsel
PROFFITT'S Exhibit 99.1
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INCORPORATED Post Office Box 9388
Aloca, TN 37701
(423) 983-7000
Fax: (423) 981-6325
PROFFITT'S, INC. TO ACQUIRE 15 LOCATIONS
FROM DILLARD'S, INC.
Contact: Julia Bentley
(423) 981-6243
Birmingham, Alabama (August 3, 1998) Department store retailer
Proffitt's, Inc. (NYSE:PFT) ("Proffit's" or the "Company")
announced it has entered into an agreement to acquire from
Dillard's (NYSE:DDS) ("Dillard's") certain department stores and
related property currently owned by Mercantile Stores Company, Inc.
("Mercantile"). The transaction is conditioned upon completion of
Dillard's acquisition of Mercantile, which is expected to close in
early August.
Proffitt's has agreed to acquire the real and personal property of
15 store locations along with certain inventory and accounts
receivable. The transaction, which is subject to normal conditions
including the execution of a definitive agreement, is expected to
close by the end of the third quarter 1998. Upon closing the
transaction, the acquired locations will be converted into
Proffitt's, Inc. stores. Details of the stores to be acquired and
expected store nameplates are as follows:
<TABLE>
Approx.
Gross
Square
Owned/ Feet Store
Mall Location Leased (in thous.) Name
-------- ----------- -------- ---------- ---------
<S> <C> <C> <C> <C>
The Florida Mall Orlando, FL Owned 120 Parisian
West Oaks Mall Orlando, FL Owned 217 Parisian
Market Place at
Oviedo Orlando, FL Owned 180 Parisian
Cortana Mall Baton Rouge, LA Owned 252 Parisian
Mall of Louisiana Baton Rouge, LA Owned 210 Parisian
Acadiana Mall Lafayette, LA Owned 185 Parisian
Hickory Hollow
Mall Nashville, TN Owned 173 Proffitt's
Rivergate Mall Nashville, TN Owned 200 Proffitt's
Galleria at
Cool Springs Nashville, TN Owned 219 Proffitt's
The Mall at
Green Hills Nashville, TN Leased 139 Proffitt's
Bellevue Center Nashville, TN Leased 175 Proffitt's
Turtle Creek Mall Hattiesburg, MS Owned 128 McRae's
Westgate Shopping
Center Spartanburg, SC Owned 158 Proffitt's
Miller Hill Mall Duluth, MN Owned 144 Younkers
West Acres
Shopping Center Fargo, ND Owned 110 Herberger's
Total 2,610
</TABLE>
R. Brad Martin, Chairman and Chief Executive Officer of Proffitt's,
Inc., commented, "We are very excited about the planned addition of
these 15 locations to our existing store base. This transaction
will greatly expand our presence in several key markets such as
Orlando and Nashville as well as provide us entry into several
important new markets such as Lafayette, Louisiana and Duluth,
Minnesota. We look forward to the opportunity to provide these
communities with the premier merchandise selections and outstanding
customer service that are traditions at each of our stores."
Proffitt's management anticipates annualized revenues for the
stores to be acquired will approximate $350 to $400 million and
that the transaction will be modestly accretive to the earnings of
the Company in 1999.
Proffitt's currently operates 230 department stores and four free-standing
furniture stores under the names of Proffitt's, McRae's,
Younkers, Parisian, Herberger's, Carson Pirie Scott, Boston Store,
and Bergner's in twenty-four states. Proffitt's revenues for 1997
totaled $3.5 billion.
Certain of the information presented in the press release is
"forward-looking" information within the definition of the Federal
securities laws. The forward-looking information presented in the
press release is premised on may factors, some of which are
outlined below. Actual consolidated results might differ
materially from projected forward-looking information if there are
any material changes in the assumptions of Proffitt's management.
The forward-looking information and statements are based on a
series of preliminary projections and estimates and involve certain
risks and uncertainties. Potential risks are uncertainties include
such factors as the level of consumer spending for apparel and
other merchandise carried by the Company; the competitive pricing
environment within the department and specialty sore industries;
the effectiveness of planned advertising, marketing, and
promotional campaigns; appropriate inventory management; and
effective cost containment. For additional information regarding
these and other risk factors, please refer to the Company's public
filings with the Securities and Exchange Commission, which may be
accessed via EDGAR through the internet at www.sec.gov.
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