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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 27, 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 (423) 983-7000
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Item 5. Other Events.
On August 27, 1998, Proffitt's, Inc. announced the company's
cash tender offer for the $125 million outstanding principal amount
of its 8 1/8% Senior Notes due May 15, 2004. Pursuant to General
Instruction F to Form 8-K, the August 27, 1998 Press Release is
incorporated herein by reference and is attached hereto as Exhibit
99.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed as a part of this
report:
Exhibit
Number Description
99 Press Release dated August 27, 1998 regarding
Proffitt's, Inc. Announces Cash Tender Offer For
Senior Notes
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.
/s/ Brian J. Martin
Date: August 27, 1998 ___________________________
Brian J. Martin
(Printed)
Executive Vice President of Law
and General Counsel
(Title)
EXHIBIT 99
PROFFITT'S, INC. ANNOUNCES CASH TENDER
OFFER FOR SENIOR NOTES
Contacts: Charles Hansen
(205) 940-4600
Jim Scully
(205) 940-4732
Birmingham, Alabama (August 27, 1998) Department store retailer
Proffitt's, Inc. (NYSE.:PFT) (the "Company") today announced that
it commenced a cash tender offer for the $125 million outstanding
principal amount of its 8-1/8% Senior Notes due May 15, 2004 (the
"Notes").
The purchase price for Notes tendered pursuant to the offer will be
the price resulting from a yield to the Notes' maturity date equal
to the sum of (i) the yield on the U.S. 7-1/4% Treasury Notes due
May 15, 2004, as calculated by a dealer manager in accordance with
standard market practice, based on the bid price for such Treasury
Notes at the time a holder of the Notes agrees to tender its Notes
to the Company through such dealer manager plus (ii) a yield spread
of 50 basis points. The bid price of the Treasury Notes will be
determined by reference to the Bloomberg Government Pricing
Monitor, Page PX6. The purchase price will be rounded to the
nearest $.01 per $1,000 of principal.
Earlier, the Company obtained consents necessary to amend the
indenture governing the Notes. The amendments would eliminate
substantially all of the indenture's restrictive covenants and
would amend other provisions contained in the indenture relating to
events of default and defeasance of the Notes. The amendments will
become effective upon completion of the offer and the execution of
appropriate documents.
The offer will terminate at 5:00 p.m. New York City time on
September 2, 1998, unless it is extended by the Company.
Salomon Smith Barney and NationsBanc Montgomery Securities LLC are
acting as dealer managers in connection with the offer. The offer
is being made only pursuant to an Offer Letter dated August 27,
1998 that includes the terms of the offer. Additional information
concerning the terms of the offer and the procedures for tendering
Notes is available from, and requests for copies of the offering
documents should be directed to, either the Liability Management
Group at Salomon Smith Barney at (800) 558-3745 or Andrew Karp at
NationsBanc Montgomery Securities LLC at (704) 388-4813.
Proffitt's, Inc. currently operates 231 department stores and 4
free-standing furniture stores in 24 states under the names of
Proffitt's, McRae's, Younkers, Parisian, Herberger's, Carson Pirie
Scott, Bergner's, and Boston Store. The Company's annual revenues
exceed $3.5 billion.
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