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: 333-25213
A. Full title of the plan and the address of the plan, if
different for that of the issuer named below
Proffitt's, Inc. 401(k) Retiement 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
------------------------------------------
PROFFITT'S, INC.
401(K) RETIREMENT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1997 AND 1996
Proffitt's, Inc. 401(k) Retirement Plan
Table of Contents Pages
------
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits
as of December 31, 1997 and 1996 2
Statement of Changes in Net Assets Available for
Plan Benefits for the year ended December 31, 1997 3
Notes to Financial Statements 4-11
Supplemental Schedules:
* Item 27a - Schedule of Assets Held
for Investment Purposes as of December 31, 1997 12
* Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1997 13-15
* Refers to item number in Form 5500 (Annual
Return/Report of Employee Benefit Plan)for the
plan year ended December 31, 1997
Report of Independent Accountants
To the Administrator
Proffitt's, Inc. 401(k) Retirement Plan
We have audited the accompanying statements of net assets
available for plan benefits of the Proffitt's, Inc. 401(k)
Retirement Plan (the Plan) as of December 31, 1997 and 1996, and
the related statement of changes in net assets available for
plan benefits for the year ended December 31, 1997. These
financial statements are the responsibility of the Plan's
management. 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 our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above,
present fairly, in all material respects, the net assets
available for plan benefits of the Plan as of December 31, 1997
and 1996, and the changes in net assets available for plan
benefits for the year ended December 31, 1997 in conformity with
generally accepted accounting principles.
Our audit of the Plan's financial statements as of and for the
year ended December 31, 1997 was performed for the purpose of
forming an opinion on the basic financial statements taken as a
whole. The supplemental schedules of the Plan are presented for
the purpose of additional analysis and are not a required part
of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied
in the audit 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
June 19, 1998
Proffitt's, Inc. 401(k) Retirement Plan
Statements of Net Assets Available for Plan Benefits
as of December 31, 1997 and 1996
1997 1996
--------- -----------
ASSETS
Investments, at fair value $ 83,957,255 $8,334,494
Employee contribution receivable 443,912
Employer contribution receivable 1,707,840 442,061
Investment income receivable 701,660
Other 1,028
----------- ------------
Total assets 86,810,667 8,777,583
LIABILITIES
Accrued administrative fees 4,929 0
----------- ------------
Net assets available
for plan benefits $86,805,738 $8,777,583
=========== ===========
The accompanying notes are an integral part of these financial
statements.
Proffitt's, Inc. 401(k) Retirement Plan
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 1997
Increase in net assets available for plan benefits:
Interest and dividend income $ 4,035,958
Net appreciation in fair value of investments 13,467,775
Contributions:
Employer 1,707,840
Employee 8,514,010
Rollover 548,736
Transfers from merged plans 61,005,150
------------
Total increases 89,279,469
------------
Decrease in net assets available for plan benefits:
Benefit payments 11,188,360
Administrative fees 62,954
-----------
Total decreases 11,251,314
-----------
Net increase 78,028,155
Net assets available for plan benefits,
beginning of year 8,777,583
-----------
Net assets available for plan benefits, end of year $86,805,738
============
The accompanying notes are an integral part of these financial
statements.
Proffitt's, Inc. 401(k) Retirement Plan
Notes to Financial Statements
1. Description of the Plan
Effective October 1, 1993, Proffitt's, Inc. (Proffitt's or the
Employer) adopted the Proffitt's, Inc. 401(k) Retirement Plan
(the Plan) in order to provide retirement benefits for its
eligible employees. The following description of the Plan
provides only general information. Participants should refer
to the plan agreement for a more complete description of the
Plan's provisions.
General - The Plan is a defined contribution plan covering all
eligible employees of Proffitt's and certain subsidiaries
(Note 7) who are a minimum 21 years of age, are regularly
scheduled to work at least 30 hours a week, and have completed
one year of employment. Leased employees and individuals who
are represented by collective bargaining groups are not
eligible to participate in the Plan. The Plan is subject to
the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
The Plan was amended and restated effective May 23, 1994, to
provide eligibility to the employees of McRae's, Inc., to
expand the definition of eligible employees to include
employees credited with at least 1,000 hours of service during
the preceding twelve-month period, to increase the number of
investment options available to participants to six, and to
update the allocation procedures to include a daily valuation
system. Effective January 31, 1997, the Plan was further
amended to change the trustee and recordkeeper of the Plan
from Riggs National Bank and Buck Consultants to Trustmark
National Bank and Bryan Pendelton Swats and McAllister,
respectively; to increase the number of investment options
available to participants to a total of eight, including the
common stock of the Employer; and to provide eligibility to
the employees of Younkers, Inc. and Parisian, Inc. As a result
of this amendment, the Parisian Retirement and Savings Plan
(the Parisian Plan) and the Younkers Associate Profit Sharing
and Savings Plan were merged into the Plan. Accordingly, the
statement of changes in net assets available for plan benefits
for the year ended December 31, 1997 includes all activity of
the merged plans.
Contributions - The Employer contributes to the Plan a
discretionary amount of cash or employer stock as approved by
the Employer's Board of Directors. The Employer's
contributions are not mandatory and are not based on the
operations or net profits of the Employer. Employer
contributions may be 0% or any positive percentage multiplied
by matchable salary deferrals, as defined in the Plan.
Employer contributions may not exceed 5% of the compensation
of each participant making salary deferral contributions.
Participants voluntarily contribute to the Plan up to 20% of
the total compensation paid by the Employer to such
participants subject to certain limitations set annually by
the Internal Revenue Service.
Participant Accounts - Each participant's account is credited
with the participant's contribution, the Employer's
discretionary contribution, and an allocation of the Plan's
earnings or losses. Allocations are based on account balances
as defined by the plan document.
Vesting - Participants are immediately vested in their
contributions plus actual earnings thereon. Vesting in the
Employer's discretionary contribution portion plus actual
earnings thereon is based on years of credited service as
follows:
Years of Vested
Service Percentage
------------ ------------
Less than 5 0%
5 or more 100%
The vested percentage shall be 100% for a participant on and
after attainment of normal retirement age, death, or
disability (all as defined in the plan document).
Participant Loans - The Plan does not allow participants to
borrow from their fund accounts. However, in connection with
the merger of the Parisian Plan into the Plan, all outstanding
loans under the Parisian Plan were transferred to the Plan.
Such outstanding balances will be maintained by the Plan until
all amounts of principal and interest thereon have been
repaid. No new loans or extension of existing loans will be
made.
Forfeitures - Forfeitures occur when a nonvested participant
receives a distribution of the full vested value or incurs a
break in service, as defined in the plan document. Forfeitures
are used to reduce future employer contributions. At December
31, 1997, the Plan had $149,984 of unallocated forfeitures
included in net assets available for plan benefits.
Distribution of Benefits - Plan benefits are distributed upon
retirement, death, or termination of service. A participant
may elect to receive a lump sum distribution equal to the
vested balance of his/her account or periodic installments
over a period of time not exceeding the participant's life
expectancy (or the joint life expectancy of the participant
and his/her beneficiary).
Termination of the Plan - Although it has not expressed any
intent to do so, the Employer has the right to terminate the
Plan at any time. In the event of termination of the Plan,
participants become fully vested and will be entitled to the
full value of their accounts.
2. Significant Accounting Policies
Basis of Accounting - The accounts of the Plan are maintained
on the accrual basis of accounting and have been prepared in
conformity with generally accepted accounting principles.
Income Tax Status - The Internal Revenue Service has
determined and informed the Company by a letter dated April
23, 1998, that the Plan is designed in accordance with
applicable sections of the Internal Revenue Code (IRC).
Therefore, no provision for income taxes has been included in
the financial statements.
Valuation of Investments - Investments of the Plan are stated
in the accompanying financial statements at fair value as
determined by the trustee based on quoted market prices.
Purchases and sales of investments are reflected as of the
trade date. Investment income is recorded when earned.
In accordance with the policy of stating investments at fair
value, the Plan presents in the statements of changes in net
assets available for plan benefits the net appreciation or
depreciation in the fair value of its investments which
consists of the realized gains or losses and the unrealized
appreciation or depreciation on those investments.
Contributions - Contributions from the Employer are accrued
based on amounts declared by the Employer's Board of
Directors. Contributions from employees are recorded in the
period in which the Employer makes the deductions from the
participant's payroll.
Expenses of the Plan - All expenses incurred in the
administration of the Plan, with the exception of $62,954,
were paid by the Employer for the year ended December 31,
1997. All expenses incurred in the administration of the Plan
during the 1996 plan year were paid by the Employer.
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 dates
of the financial statements and the reported amounts of
additions and deductions during the reporting periods. Actual
results could differ from those estimates.
3. Investments
As discussed in Note 1, during the current plan year, the
Employer's Board of Directors elected to change the trustee
and the recordkeeper of the Plan. During the transition
period, the new trustee deposited all funds into interest
bearing money market accounts. Upon election of new investment
programs by the participants, the trustee invested the funds,
as directed by the participants into the funds described
below:
LaSalle Income Plus Fund - Fund assets are used to invest in
a broadly diversified portfolio of investment contracts issued
by insurance companies, banks, and other financial
institutions. The fund seeks to maintain a stable share price
and expects to maintain a weighted average maturity of two to
three years.
Strong Corporate Bond Fund - Fund assets are invested in a
broadly diversified portfolio of debt securities issued by
U.S. corporations, U.S. government securities, municipal
obligations, mortgage backed securities, and other fixed
income investments. The fund seeks to mix higher returns with
a fixed income investment.
Vanguard/Wellington Fund - The fund seeks current income and
moderate growth by following a diversified and balanced
program of investing in bonds and common stocks. The bonds are
held for relative stability of income and principal, while the
common stocks are held for potential growth of capital and
income.
Vanguard Index 500 Fund - The fund seeks to replicate the
aggregate price and yield performance of the Standard and
Poor's 500 Composite Stock Price Index (the Index) by
investing in common stocks of all 500 companies included in
the Index. The fund seeks to provide long-term investment
results.
Fidelity Low-Priced Stock Fund - Fund assets are invested
primarily in the common stocks of smaller U.S. companies whose
stock prices are perceived to be undervalued in order to
provide long-term investment results.
Franklin Small Cap Growth Fund - The fund invests primarily in
the common stock of smaller U.S. companies whose prospects for
growth are believed to be favorable in order to provide
long-term investment results with lower levels of dividend
income.
Warburg Pincus International Equity Fund - The fund invests
primarily in the common stocks of companies outside of the
United States in order to provide long-term investment results
with lower levels of dividend income.
Proffitt's, Inc. Common Stock Fund - The fund primarily
consists of investments made in Proffitt's common stock. The
remaining portion of this fund is invested in money market
funds to allow for liquidity needs and to allow for the time
required to buy and sell individual shares of Proffitt's
stock.
Investment information as of December 31, 1997 and 1996 and
for the year ended December 31, 1997 is as follows:
<TABLE>
<CAPTION>
1997 1996
--------- ----------
<S> <C> <C>
Money market funds:
Oppenheimer Cash Reserves $648,000
INVESCO Stable Value 2,510,311
Performance Money Market $77,530
Mutual funds:
Fidelity Puritan 1,028,053
Fidelity Magellan 1,407,308
G.T. Global Worldwide Growth 1,147,763
Oppenheimer Bond 972,919
Fidelity Low-Priced Stock 9,907,287
Franklin Small Cap Growth 8,030,250
LaSalle Income Plus 14,072,608
Strong Corporate Bond 6,366,782
Vanguard/Wellington 11,561,490
Vanguard Index 500 19,854,942
Warburg Pincus International Equity 3,959,754
Common stock:
Proffitt's, Inc. 9,676,342 620,140
Participant loans 450,270
----------- ------------
$83,957,255 $8,334,494
=========== ============
Interest and dividend income $ 4,035,958
===========
Net appreciation in fair value of investments $13,467,775
===========
</TABLE>
Each of the above investments, with the exception of
investments in the Performance Money Market Fund, the Warburg
Pincus International Equity Fund, and the Participant loan
fund exceed 5% of the Plan's net assets available for plan
benefits at December 31, 1997 and 1996, respectively.
The Plan's investments (including investments bought and sold,
as well as those held during the year) had net appreciation in
value of $13,467,775 during the year ended December 31, 1997,
as follows:
Mutual funds $7,541,897
Common/collective trust 11,513
Common stock 5,914,365
------------
$13,467,775
============
4. Net Assets Available for Plan Benefits by Investment Program
The Plan provides for separate investment programs which allow
participants to direct their investing between eight different
investment programs. These programs have various investment
options including Proffitt's, Inc. common stock and various
mutual and money market funds. The underlying assets of the
various mutual funds are invested in publicly traded equity,
debt and other securities.
Set forth below are net assets available for plan benefits
classified according to investment program as of December 31,
1997 and 1996:
<TABLE>
<CAPTION>
LaSalle Strong
Holding Participant Income Corporate Vanguard/
1997 Account Loans Plus Bond Wellington
---------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Investments, at fair value $77,530 $450,270 $14,072,608 $6,366,782 $11,561,490
Employee contribution
receivable 443,912
Employer contribution
receivable
Investment income receivable 68,257 39,662
--------- ---------- ---------- ---------- ----------
Total assets 521,442 450,270 14,140,865 6,406,444 11,561,490
Accrued administrative fees 4,929
--------- ---------- ---------- ---------- ----------
Net assets available for
plan benefits $516,513 $450,270 $14,140,865 $6,406,444 $11,561,490
========= ======== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Warburg Proffitt's
Fidelity Franklin Pincus Inc.
Vanguard Low-Priced Small Cap International Common
1997 (Continued) Index 500 Stock Growth Equity Stock
---------- --------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Investments, at fair value $19,854,942 $9,907,287 $8,030,250 $3,59,754 $9,676,342
Employee contribution
receivable
Employer contribution
receivable 1,707,840
Investment income receivable 234,651 359,090
--------- ---------- ---------- ---------- ----------
Total assets 20,089,593 9,907,287 8,389,754 3,959,754 11,384,182
Accrued administrative fees
--------- ---------- ---------- ---------- ----------
Net assets available for
plan benefits $20,089,593 $9,907,287 $8,389,340 $3,959,754 $11,384,182
========= ========= ========== ========== ==========
</TABLE>
<TABLE>
<S> <C>
1997 (Continued) Total
-------
Investments, at fair value $83,957,255
Employee contribution
receivable 443,912
Employer contribution
receivable 1,707,840
Investment income receivable 701,660
---------
Total assets 86,610,667
Accrued administrative fees 4,929
---------
Net assets available for
plan benefits $86,805,738
=========
</TABLE>
<TABLE>
<CAPTION>
G.T. Proffitt's,
Oppenheimer INVESCO Oppenheimer Global Inc.
Cash Stable Bond Fidelity Fidelity Worldwide Common
1996 Reserves Value Fund Puritan Magellan Growth Stock Total
-------- ------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments,
at fair value $648,000 $2,510,311 $972,919 $1,028,053 $1,407,308 $1,147,763 $620,140 $8,334,494
Employer contrib-
ution receivable 442,061 442,061
Other 1,028 1,028
-------- --------- --------- --------- --------- ---------- --------- ----------
Net assets
available for
plan benefits $649,028 $2,510,311 $972,919 $1,028,053 $1,407,308 $1,147,763 $1,062,201 $8,777,583
========= ========= ========= ========= ========= ========== ========= =========
</TABLE>
5. Changes in Net Assets Available for Plan Benefits by
Investment Program
Set forth below are changes in net assets available for plan
benefits by investment program for the year ended December 31, 1997:
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5) (6)
Partici- LaSalle Strong
Holding pant Income Corporate Vanguard/ Vanguard
Account Loans Plus Bond Wellington Index 500
-------- -------- -------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Increase in net assets available
for plan benefits:
Interest and dividend income $ 497,830 $ 46,973 $ 681,975 $ 311,612 $ 904,190 $ 349,186
Net appreciation (deprec-
iation)in fair value of
investments 8,548 344,029 1,203,722 3,776,367
Contributions:
Employer
Employee 1,352,986 1,039,356 549,920 1,092,352 1,804,175
Rollover 61,940 75,258 12,434 45,458 50,818
Transfer from merged plans 55,304,339 649,900 16,494
----------- ----------- --------- --------- ---------- ----------
Total increases 57,217,095 696,873 1,821,631 1,217,995 3,245,722 5,980,546
Decrease in net assets avail-
able for plan benefits:
Benefit payments 34,149 6,255,634 408,965 749,516 1,469,654
Administrative expenses 6,041 52,747 668 2,334 914
----------- ----------- --------- --------- ---------- ----------
Total decreases 40,190 0 6,308,381 409,633 751,850 1,470,568
Net increase prior to
inter-fund transfers 57,176,905 696,873 (4,486,750) 808,362 2,493,872 4,509,978
Interfund transfers (56,660,392) (246,603)18,627,615 5,598,082 9,067,618 15,579,615
----------- ----------- --------- --------- ---------- ----------
Net increase (decrease) 516,513 450,270 14,140,865 6,406,444 11,561,490 20,089,593
Net assets available for plan
benefits, beginning of year
----------- ----------- --------- --------- ---------- ----------
Net assets available for plan
benefits, end of year $516,513 $450,270 $14,140,865 $6,406,444 $11,561,490 $20,089,593
=========== ========== ========== ========== =========== ============
</TABLE>
<TABLE>
(7) (8) (9) (10) (11) (12)
Warburg
Franklin Pincus Oppen- Oppen-
Fidelity Small Inter- heimer INVESCO heimer
Low-Priced Cap national Cash Stable Bond
Stock Growth Equity Reserves Value Fund
-------- -------- ---------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Increase in net assets available
for plan benefits:
Interest and dividend income $ 674,521 $ 568,846 $825
Net appreciation (depric-
iation) in fair value of
investments 1,307,815 $1,578,745 (816,466) $11,513 $8,999
Contributions:
Employer
Employee 903,811 816,205 498,650
Rollover 11,778 18,455 10,274 18,193 162,882 30,067
Transfer from merged plans (1,000)
----------- ----------- --------- --------- ---------- ----------
Total increases 2,896,925 2,413,405 261,304 19,018 174,395 39,066
Decrease in net assets avail-
able for plan benefits:
Benefit payments 656,402 724,320 248,109 9,106 24,783 6,482
Administrative expenses 170 53 12
----------- ----------- --------- --------- ---------- ----------
Total decreases 656,572 724,373 248,121 9,106 24,783 6,482
Net increase prior to
inter-fund transfers 2,240,353 1,689,032 13,183 9,912 149,612 32,584
Interfund transfers 7,666,934 6,700,308 3,946,571 (658,940) (2,659,923) (1,005,503)
----------- ----------- --------- --------- ---------- ----------
Net increase (decrease) 9,907,287 8,389,340 3,959,754 (649,028) (2,510,311) (972,919)
Net assets available for plan
benefits, beginning of year 649,028 2,510,311 972,919
----------- ----------- --------- --------- ---------- ----------
Net assets available for plan
benefits, end of year $9,907,287 $8,389,340 $3,959,754 $ 0 $ 0 $ 0
=========== ========== ========== ========== =========== ============
</TABLE>
<TABLE>
<CAPTION>
(13) (14) (15) (16) (17)
G.T. Proffitt's,
Global Inc.
Fidelity Fidelity Worldwide Common
Puritan Magellan Growth Stock Total
-------- -------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
Increase in net assets available
for plan benefits:
Interst and dividend income $4,035,958
Net appreciation (depric-
iation) in fair value of
investments $59,571 $69,630 $937 $5,914,365 13,467,775
Contributions:
Employer 1,707,840 1,707,840
Employee 456,555 8,514,010
Rollover 31,102 20,077 548,736
Transfer from merged plans 5,035,417 61,005,150
----------- ----------- --------- --------- ----------
Total increases 59,571 69,630 32,039 13,134,254 89,279,469
Decrease in net assets avial-
able for plan benfits:
Benefit payments 595 600,645 11,188,360
Administrative expenses 15 62,954
----------- ----------- --------- --------- ----------
Total decreases 0 0 595 600,660 11,251,314
Net increase prior to
inter-fund transfers 59,571 69,630 31,444 12,533,594 78,028,155
Interfund transfers (1,087,624) (1,476,938)(1,179,207) (2,211,613) 0
----------- ----------- --------- --------- ----------
Net increase (decrease) (1,028,053) (1,407,308)(1,147,763) 10,321,981 78,028,155
Net assets available for plan
benefits, beginning of year 1,028,053 1,407,308 1,147,763 1,062,201 8,777,583
----------- ----------- --------- --------- ----------
Net assets available for plan
benefits, end of year $ 0 $ 0 $ 0 $11,384,182 $86,805,738
=========== ========== ========== ========== ===========
</TABLE>
6. Form 5500
Any differences existing between the Form 5500 and the numbers
included in this report relate directly to accruals reflected
in the financial statements.
7. Subsequent Events
Subsequent to year end, the Board of Directors of Proffitt's
elected to amend and restate the Plan in order to provide for
the merger of the G.R. Herberger's Inc. 401(k) Employee Stock
Purchase Plan and Employee Stock Ownership Plan and the Carson
Pirie Scott & Co. Savings Plan into the Plan.
Supplemental Schedules
Proffitt's, Inc. 401(k) Retirement Plan
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1997
<TABLE>
<CAPTION>
c. Description of
Investment Including
Identity of Issuers, Maturity Date, Rate
Borrower, Lessor, of Interst, Collateral e. Current
a. or Similar Party Par, or Maturity Value d. Cost Value
---- -------------------- ------------------------ -------- -------
<C> <C> <C> <C> <C>
* Fidelity Low-Priced Stock Mutual Fund $ 8,776,761 $9,907,287
* Franklin Small Cap Growth Mutual fund 7,224,626 8,030,250
* LaSalle Income Plus Mutual fund 14,072,608 14,072,608
* Strong Corporate Bond Mutual fund 6,057,311 6,366,782
* Vanguard/Wellington Mutual fund 10,637,156 11,561,490
* Vanguard Index 500 Mutual fund 16,592,079 19,854,942
* Warburg Pincus Inter-
national Equity Mutual fund 4,782,242 3,959,754
* Proffitt's, Inc. Employer common stock 4,746,206 9,676,342
* Participant loans Various interest rates
and maturities 450,270 450,270
* Cash and equivalents Money market fund 77,530 77,530
---------- -----------
$73,416,789 $83,957,255
========== ===========
*Party-in-interest to the Plan.
</TABLE>
Proffitt's, Inc. 401(k) Retirement Plan
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1997
I. Single transactions exceeding 5% of assets.
See attached schedule.
NOTE - Information required in Columns e and f is
inapplicable.
II. Series of transactions involving property other than
securities.
NONE
III. Series of transactions of same issue exceeding 5% of assets.
See attached schedule.
NOTE - Information required in Columns e, f, and h is
inapplicable.
IV. Transactions in conjunction with same person involved in
reportable single transactions.
NONE
Proffitt's, Inc. 401(k) Retirement Plan
Item 27d(l) - Schedule of Reportable Transactions
for the year ended December 31, 1997
<TABLE>
<CAPTION>
h. Current
Value of
Asset on
c. d. g. Cost Trans-
a. Idenity of b. Description Purchase Sales of action i. Net
Party Involved of Asset Price Price Asset Date Gain
- ----------------- ----------- --------- --------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Fidelity Magellan Mutual fund $1,476,560 $1,334,751 $1,476,560 $141,809
Fidelity Puritan Mutual fund $1,087,624 $999,701 $1,087,624 $87,923
G.T. Global Worldwide Mutual fund $1,185,932 $1,180,374 $1,185,932 $5,558
INVESCO Stable Value Common/
collective trust $2,675,906 $2,675,906 $2,675,906
Oppenheimer Cash Reserves Money market
fund $1,008,926 $1,008,926
Oppenheimer Cash Reserves Money market
fund $1,662,961 $1,662,961 $1,662,961
Oppenheimer Bond Mutual fund $1,007,076 $987,771 $1,007,076 $19,305
*Proffitt's, Inc. Employer common
stock $530,936 $412,717 $530,936 $118,219
*Proffitt's, Inc. Employer common
stock $441,996 $441,996
Fidelity Low-Priced Stock Mutual fund $6,512,151 $6,512,151
Franklin Small Cap Growth Mutual fund $5,541,121 $5,541,121
LaSalle Income Plus Mutual fund $8,940,444 $8,940,444
LaSalle Income Plus Mutual fund $10,225,568 $10,225,568
LaSalle Income Plus Mutual fund $1,222,972 $1,222,972
Strong Corporate Bond Mutual fund $5,197,243 $5,197,243
Vanguard/Wellington Mutual fund $8,405,032 $8,405,032
Vanguard/Wellington Mutual fund $498,867 $498,867
Vanguard Index 500 Mutual fund $13,298,931 $13,298,931
Vanguard Index 500 Mutual fund $824,002 $824,002
Warburg Pincus Inter-
national Equity Mutual fund $3,852,836 $3,852,836
AIM Short Term Prime
Fund A Money market
fund $31,250,716 $31,250,716
Performance Money Market Money market
fund $85,169,610 $85,169,610
*Proffitt's, Inc. Employer
common stock $1,686,544 $1,244,256 $1,686,544 $442,288
*Proffitt's, Inc. Employer
common stock $621,207 $398,019 $621,207 $223,188
AIM Short Term Prime
Fund A Money market
fund $31,250,716 $31,250,716 $31,250,716
Performance Money Market Money market
fund $85,110,680 $85,110,680 $85,110,680
*Party-in-interest to the Plan.
</TABLE>
Proffitt's, Inc. 401(k) Retirement Plan
Item 27d(iii) - Schedule of Reportable Transactions
for the year ended December 31, 1997
<TABLE>
<CAPTION>
c. Purchases d. Sales g.
a. Identity of Description -------- -------- --------- ----------- Cost of i.
Party Involved of Asset Price Number Price Number Asset Net Gain
- ----------------- ---------- ------ ------ ------ ------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Fidelity Magellan Mutual fund $1,476,897 2 $1,335,079 $141,818
Fidelity Puritan Mutual fund $1,067,624 1 $999,701 $67,923
G.T. Global World-
wide Growth Mutual fund $41,923 10 $1,190,202 5 $1,184,621 $5,581
INVESCO Stable Common/collect-
Value ive trust $197,370 8 $2,705,933 12 $2,705,933
Oppenheimer Cash Money market
Reserves fund $1,035,515 28 $1,672,664 12 $1,672,664
Oppenheimer Bond
Fund Mutual fund $41,385 6 $1,013,571 6 $993,943 $19,628
*Proffitt's, Inc. Employer common
stock $1,839,593 109 $4,064,217 121 $2,818,267 $1,245,950
Fidelity Low-Priced
Stock Mutual fund $9,768,160 153 $1,158,856 219 $991,398 $167,458
Franklin Small
Cap Growth Mutual fund $8,777,957 163 $1,960,198 214 $1,553,331 $406,867
LaSalle Income
Plus Mutual fund $24,417,698 134 $10,345,090 336 $10,345,090
Strong Corporate
Bond Mutual fund $7,028,184 116 $1,005,744 200 $970,873 $34,871
Vanguard/
Wellington Mutual fund $11,866,498 144 $1,369,705 233 $1,229,342 $140,363
Vanguard Index 500 Mutual fund $19,172,581 176 $3,089,118 258 $2,580,473 $508,645
Warburg Pincus
International
Equity Mutual fund $5,802,626 122 $1,021,711 185 $1,020,411 $1,300
AIM Short Term
Prime Fund A Money market
fund $31,250,716 2 $31,250,716 2 $31,250,716
Performance
Money Market Money market
fund $85,169,610 107 $85,110,680 111 $85,110,680
*Party-in-interest to the Plan.
</TABLE>
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.
Proffitt's, Inc. 401(k) Retirement
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. 333-25213) of
our report dated June 19, 1998, on our audits of the financial
statements of Proffitt's, Inc. 401(k)Retirement 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
