PROXY STATEMENT PURSUANT TO
SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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CARSON PIRIE SCOTT & CO.
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CONVERSION NUMBER SET IN PROFITT'S INC./
CARSON PIRIE SCOTT & CO. MERGER
Contacts: Profitt's: Julia Bentley
(423) 981-6243
Carson's: Ed Caroll (media)
(414) 347-5340
Darren Jackson (investors)
(414) 278-5787
Birmingham, Alabama and Milwaukee, Wisconsin (January 27, 1998)--
Department store retailers Proffitt's, Inc. (NYSE:PFT) ("Proffitt's"
or the "Company") and Carson Pirie Scott & Co. (NYSE:CRP)
("Carson's") announced today that the Conversion Number for the
proposed merger transaction between the two companies has been
established at 1.75. The Conversion Number was calculated based on
the price of Proffitt's Common Stock as provided in the Merger
Agreement. Upon closing the transaction, each issued and
outstanding share of Carson's Common Stock will be converted into
1.75 shares of Proffitt's Common Stock, with cash being paid in lieu
of fractional shares.
Both companies have scheduled special shareholders' meetings on
Friday, January 30, 1998 to vote on the proposed transaction. The
merger is expected to close on Saturday, January 31, 1998, the
fiscal year end of both Proffitt's and Carson's.
Proffitt's currently operates 177 stores in twenty-four states under
the names of Proffitt's, McRae's, Younkers, Parisian, and
Herberger's. The Company's annual revenues exceed $2.3 billion.
Carson's operates 56 store locations in four Midwestern states under
the names of Carson Pirie Scott, Boston Store, and Bergner's.
Carson's annual revenues exceed $1.1 billion.
This announcement is neither an offer to sell securities nor a
solicitation of an offer to buy securities. An offering has been
made only by means of a joint proxy statement/prospectus.
A copy of the joint proxy statement/prospectus may be obtained from
the Secretary, Proffitt's, Inc., 115 N. Calderwood, Alcoa, Tennessee
37701.
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