_________________________________________________________________
_________________________________________________________________
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)
July 4, 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 executive offices) (Zip Code)
Registrant's telephone number, including area code (205) 940-4468
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Item 5. Other Events.
On July 5, 1998, Proffitt's, Inc. and Saks Holdings, Inc.
jointly announced the signing of an Agreement and Plan of Merger.
Pursuant to General Instruction F to Form 8-K, the following
information is incorporated herein by reference and is attached
hereto: Discussion Piece for Financial Analysts' Questions
(Exhibit 99).
Between July 6, 1998 and July 8, 1998, R. Brad Martin,
Chairman of the Board and Chief Executive Officer of Proffitt's
made remarks in an analysts' conference call and meetings with
analysts with respect to the synergies estimated to be realized in
the fiscal year ending January 29, 2000 ("Fiscal 1999"). Mr.
Martin indicated that the synergies estimated for Fiscal 1999 are
as follows (in millions):
Source Estimate
Credit card operations $12.0
Distribution and logistics savings 8.0
Information technology 5.0
Non-merchandise supply and services purchasing 7.0
Interest savings 3.0
Integration of certain back office operations 5.0
Media purchasing 5.0
Private Brand Development and Sourcing 5.0
Other Synergies* 10.0 to 20.0
==========
Totals $60.0 to $70.00
*Includes, among other things, increased revenue of Saks Folio
operations, leveraging of direct response (direct mail and
electronic marketing) infrastructure, real estate rationalization,
risk management and treasury management fees, and elimination of
duplicate professional service fees.
The foregoing information is "forward-looking" information within
the definition of the Federal securities laws. This forward-looking
information present herein is premised on many factors,
some of which are outlined below. Actual consolidated results
might differ materially from protected forward-looking information
if there are any material changes in management's assumptions.
Proffitt's expressly disclaims any obligation to update the
foregoing estimates.
The forward-looking information and statements are based on a
series of preliminary projections and estimates, are contingent
upon the timely completion of the merger transaction with Saks, and
involve certain risks and uncertainties. Potential risks and
uncertainties include such factors as the level of consumer
spending for apparel and other merchandise carried by Proffitt's;
the competitive pricing environment within the department and
specialty store industries; the activeness of planned advertising,
marketing, and promotional campaigns; appropriate inventory
management; realization of planned synergies; effective cost
containment; and solution of Year 2000 and other system issues by
Proffitt's and its suppliers. For additional information regarding
these and other risk factors, please refer to the Proffitt's public
filings with the Securities and Exchange Commission, which may be
accessed via EDGAR through the Internet at www.sec.gov.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed as a part of this
report:
Exhibit
Number Description
99 Discussion Piece for Financial Analysts' Questions
SIGNATURES
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: July 13, 1998 /s/ Brian J. Martin
_____________________
Brian J. Martin
(Printed)
Executive Vice President
and
General Counsel
(Title)
Exhibit 99
DISCUSSION PIECE FOR
FINANCIAL ANALYSTS' QUESTIONS
These materials were derived from public information and
were prepared to respond to anticipated questions about the proposed
transaction.
<TABLE>
<CAPTION>
Proffitt's/Saks's
Capital Structure
As of May 2, 1998 ($ in millions)
Pro Forma
Proffitt's Carson's Combined
----------------- -------------- -----------------------
$ % $ % $ %
---- ---- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Current portion of
Long-Term Debt $9 4 13
----- ----- -----
Long-Term Debt:
Revolving credit facility 136 195 331
Senior notes 125 125
Real estate debt and
capital leases 79 445 594
5 1/2% convertible notes 276 276
Other long-term debt 14 14
----- ----- -----
Total long-term debt 354 886 1,240
----- ----- -----
Total debt 363 24% 890 50% 1,253 38%
Shareholders' equity 1,121 76% 884 50% 2,005 62%
----- ----- ----- ----- ----- -----
Total capitalization $1,484 100% $1,774 100% $3,258 100%
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</TABLE>
