As filed with the Securities and Exchange Commission on May 7, 1998
Registration No. 333-41563
_________________________________________________________________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
Post-Effective Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
PROFFITT'S, INC.
(Exact Name of Registrant as Specified in its Charter)
Tennessee 5311 62-0331040
(State or other Juris- (Primary Standard (IRS Employer
diction of Industrial Classification Indentifi-
of Incorporation) Code Number) cation Number)
------------------
750 Lakeshore Parkway
Birmingham, Alabama 35211
(205) 940-4000
(Address, including zip code, and telephone number,
including area code of Registrant's Principal Executive Office)
--------------------
R. Brad Martin
750 Lakeshore Parkway
Birmingham, Alabama 35211
(205) 940-4000
(Name, Address, including zip code, and telephone number,
including area code of Agent for Service)
---------------------
Copies to:
James A. Strain, Esq. Brian J. Martin, Esq.
Sommer & Barnard, PC 750 Lakeshore Parkway
4000 Bank One Tower Proffitt's, Inc.
111 Monument Circle Birmingham, Alabama 35211
Indianapolis, Indiana 46204 (205) 940-4890
(317) 630-4000
----------------------
Approximate date of commencement of proposed sale of the
securities of the public: as soon as practicable after the
effective date of the Registration Statement.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company and
there is compliance with General Instruction G, check the following
box. ___
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check
the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. ___ __________________________
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
____ _____________________
_________________________________________________________________
_________________________________________________________________
This amendment has been prepared in accordance with the
requirements of Form S-8 in reliance on Rule 401(e) under the
Securities Act of 1933. This amendment relates to securities of the
Registrant issuable upon exercise of options issued under certain
employee and director stock option plans of Carson Pirie Scott &
Co., an Illinois corporation ("CPS"), which were converted into
options to purchase common stock of the Registrant at the effective
time of the merger of LaSalle Merger Corporation, a wholly owned
subsidiary of the Registrant, with and into CPS.
No prospectus is filed herewith in accordance with Part I of
Form S-8.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The documents listed below, and all documents filed by
Registrant pursuant to Sections 13(a), 13(c) 14 and 15(d) of the
Securities Exchange Act of 1934 subsequent to the filing of this
Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, are
deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of this
Registration Statement:
(a) The Registrant's Annual Report filed with the Securities
Exchange Commission ("SEC") on May 1, 1998 on Form 10-K
for the fiscal year ended January 31, 1998; and
(b) The information contained in "Description of Proffitt's
Capital Stock" in the Registrant's Registration Statement
on Post-Effective Amendment No. 1 to Form S-4 (Reg. No.
333-17059) filed with the Securities and Exchange
Commission on January 14, 1997.
Item 4. Description of Securities.
On March 28, 1995, the Board of Directors of Registrant
declared a dividend distribution of one right (a "Right") for each
share of Registrant's Common Stock. Each Right entitles the holder
to purchase from Registrant one two-hundredth (one/200) of a share
of Series C Preferred Stock at a price of $85 per one one-hundredth
(one/100) of a share. Such Rights will attach to shares of
Registrant's Common Stock issued stockholders until such Rights
become exercisable. The Rights will become exercisable upon the
acquisition by any person of, or the announcement of the intention
of any person to commence a tender or exchange offer upon the
successful consummation of which such person would be the
beneficial owner of, 20% or more of the shares of Registrant's
Common Stock then outstanding, without the prior approval of the
Registrant's Board of Directors. The Rights are generally designed
to deter coercive takeover tactics and to encourage all persons
interested in potentially acquiring control of Registrant to treat
each stockholder on a fair and equal basis.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The By-Laws of Registrant provide that Registrant shall
indemnify to the full extent authorized or permitted by the
Tennessee Business Corporation Act any person made, or threatened
to be made, a party to any threatened, pending or completed action,
suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that such person, or such
person's testate or intestate, is or was an officer or director of
Registrant or serves or served as an officer or director of any
other enterprise at the request of Registrant.
Section 48-18-503 of the Tennessee Business Corporation Act
provides for "mandatory indemnification," unless limited by the
charter, by a corporation against reasonable expenses incurred by
a director who is wholly successful, on the merits or otherwise, in
the defense of any proceeding to which the director was a party by
reason of the director being or having been a director of the
corporation. Section 48-18-504 of the Tennessee Business
Corporation Act states that a corporation may, in advance of the
final disposition of a proceeding, reimburse reasonable expenses
incurred by a director who is a party to a proceeding if the
director furnishes the corporation with a written affirmation of
the director's good faith belief that the director has met the
standard of conduct required by Section 48-18-502 of the Tennessee
Business Corporation Act, that the director will repay the advance
if it is ultimately determined that such director did not meet the
standard of conduct required by Section 48-18-502 of the Tennessee
Business Corporation Act, and that those making the decision to
reimburse the director determine that the facts then known would
not preclude indemnification under the Tennessee Business
Corporation Act. Section 48-18-507 of the Tennessee Business
Corporation Act provides for mandatory indemnification, unless
limited by the charter, of officers pursuant to the provisions of
Section 48-18-503 of the Tennessee Business Corporation Act
applicable to mandatory indemnification of directors.
Registrant's By-Laws further provide that Registrant may
purchase and maintain insurance on behalf of any person who is or
was or has agreed to become a director or officer of Registrant, or
is or was serving at the request of Registrant as a director or
officer of another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against such
person and incurred by such person or on such person's behalf in
any such capacity, or arising out of such person's status as such,
whether or not Registrant would have the power to indemnify such
person against such liability under the By-Laws, provided that such
insurance is available on acceptable terms as determined by a
majority of Registrant's Board of Directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
4.1 Carson Pirie Scott & Co. 1996 Directors'
Stock Compensation Plan (incorporated by
reference to Exhibit 4.3 to Registration
Statement on Form S-8 (Registration No.
333-20419))
4.2 Carson Pirie Scott & Co. 1993 Stock Incentive
Plan (incorporated by reference to Exhibit 4.3
to Registration Statement on Form S-8
(Registration No. 333-29133))
4.3 Carson Pirie Scott & Co. 1993 Directors'
Stock Option Plan (incorporated by reference
to Exhibit 4.3 to Registration Statement on
Form S-8 (Registration No. 33-84764)).
5.1* Opinion of Sommer & Barnard, PC
23.1 Consent of Coopers & Lybrand L.L.P.
23.2* Consent of Sommer & Barnard, PC
24* Power of Attorney
- --------------------------
*Previously filed
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) If the Registrant is a foreign private issuer, to
file a post-effective amendment to the Registration Statement
to include any financial statements required by Section 210.3-19 of
this chapter at the start of any delayed offering or
throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act
need not be furnished, provided that the Registrant includes
in the prospectus, by means of a post-effective amendment,
financial statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure that all
other information in the prospectus is at least as current as
the date of those financial statements.
(5) For the purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(6) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers, and controlling persons of the Registrant
pursuant to the foregoing provisions described in Item 15, or
otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the Undersigned, thereunto
duly authorized, in the city of Birmingham, State of Alabama, on
the 7th day of May, 1998.
Proffitt's, Inc.
By: /s/ Brian J. Martin
________________________________
Brian J. Martin
Executive Vice President
of Law
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on May 7, 1998.
Signature Title
/s/ R. Brad Martin* Chief Executive Officer and
________________________ Chairman of the Board
R. Brad Martin Principal Executive Officer
/s/ Ronald de Waal* Vice Chairman
________________________
Ronald de Waal
/s/ Douglas E. Coltharp* Executive Vice President and
________________________ Chief Financial Officer
Douglas Coltharp Principal Financial Officer
/s/ Donald E. Wright* Senior Vice President of Finance
________________________ and Accounting
Donald E. Wright Principal Accounting Officer
/s/ Bernard E. Bernstein* Director
________________________
Bernard E. Bernstein
________________________ Director
Stanton J. Bluestone
________________________ Director
John W. Burden III
/s/ Edmond D. Cicala* Director
________________________
Edmond D. Cicala
/s/ Gerard K. Donnelly* Director
________________________
Gerard K. Donnelly
/s/ Donald F. Dunn* Director
________________________
Donald F. Dunn
________________________ Director
Julius W. Erving
________________________ Director
Michael S. Gross
/s/ Donald E. Hess* Director
________________________
Donald E. Hess
________________________ Director
G. David Hurd
/s/ C. Warren Neel* Director
________________________
C. Warren Neel
/s/ Marguerite W. Sallee* Director
________________________
Marguerite W. Sallee
/s/ Gerald Tsai, Jr.* Director
________________________
Gerald Tsai, Jr.
*By: /s/ Brian J. Martin
____________________________________
Brian J. Martin, Attorney-in-Fact
INDEX TO EXHIBITS FILED
TO REGISTRATION STATEMENT ON
FORM S-8 OF PROFFITT'S, INC.
Sequentially
Exhibit Numbered
Number Description Pages
-------- --------------- -----------
4.1 Carson Pirie Scott & Co. 1996 Directors' Stock
Compensation Plan (incorporated by reference to Exhibit
4.3 to Registration Statement on Form S-8 (Registration
No. 333-20419))
4.2 Carson Pirie Scott & Co. 1993 Stock Incentive Plan
(incorporated by reference to Exhibit 4.3 to Registration
Statement on Form S-8 (Registration No. 333-29133))
4.3 Carson Pirie Scott & Co. 1993 Directors' Stock Option
Plan (incorporated by reference to Exhibit 4.3 to
Registration Statement on Form S-8 (Registration No. 33-84764)).
5.1* Opinion of Sommer & Barnard, PC
23.1 Consent of Coopers & Lybrand L.L.P.
23.2* Consent of Sommer & Barnard, PC
24* Power of Attorney
___________________________
*Previously filed
Exhibit 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in this registration
statement on Post-Effective Amendment No. 1 to Form S-4 (File No.
333-41563) of our report, dated March 19, 1998, except for Note 12,
as to which the date is March 26, 1998, on our audits of the
consolidated financial statements of Proffitt's, Inc. and
Subsidiaries as of January 31, 1998 and February 1, 1997, and for
each of the three years in the period ended January 31, 1998
/s/ Coopers & Lybrand L.L.P.
Birmingham, Alabama
May 4, 1998
