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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
(X) Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For Fiscal Year Ended: January 28, 1995
or
( ) Transition Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission File Number: 0-15907
Exact name of registrant as specified in its charter:
PROFFITT'S, INC.
State of Incorporation: Tennessee
I.R.S. Employer Identification Number: 62-0331040
Address of principal executive offices (including zip code):
P.O. Box 9388, Alcoa, Tennessee 37701
Registrant's telephone number, including area code: (615) 983-7000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.10
Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such
reports) and (2) has been subject to such filing requirements for
the past 90 days.
Yes (X) No ( )
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the Registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part II of this Form 10-K or any amendment to this
Form 10-K.
( )
The aggregate market value of the voting stock held by non-
affiliates of the Registrant as of March 29, 1995 was approximately
$201,785,375.
As of March 29, 1995, the number of shares of the Registrant's
Common Stock outstanding was 10,218,624.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Proffitt's, Inc. Annual Report to
Shareholders for the Fiscal Year Ended January 28, 1995 are
incorporated by reference into Part II.
(2) Portions of the Proffitt's, Inc. Proxy Statement dated May
2, 1995 for the Annual Shareholders' Meeting to be held on June 15,
1995 are incorporated by reference into Part III.
The Exhibit Index is on page of this document.
TABLE OF CONTENTS
Item Page
Part I 1 Business. 3
2 Properties. 6
3 Legal Proceedings. 9
4 Submission of Matters to a Vote of 9
Security Holders.
Executive Officers of the Registrant. 9
Part II 5 Market for Registrant's Common Equity 11
and Related Stockholder Matters.
6 Selected Financial Data. 11
7 Management's Discussion and Analysis 11
of Financial Condition and Results of
Operations.
8 Financial Statements and Supplementary 11
Data.
9 Changes in and Disagreements with 11
Accountants on Accounting and
Financial Disclosure.
Part III 10 Directors and Executive Officers of the 12
Registrant.
11 Executive Compensation. 12
12 Security Ownership of Certain Beneficial 12
Owners and Management.
13 Certain Relationships and Related 12
Transactions.
Part IV 14 Exhibits, Financial Statement Schedules, 12
and Reports on Form 8-K.
Signatures 14
PART I
Item 1. Business.
General.
Founded in 1919, Proffitt's, Inc. is a leading regional specialty
department store company offering a wide selection of fashion
apparel, accessories, cosmetics, and decorative home furnishings,
featuring assortments of premier brands and unique specialty
merchandise. The Company's stores are primarily anchor stores in
leading regional malls. The Company's objective is to be the
dominant specialty department store chain in its region through a
strategy which combines fashion leadership with opening or
acquiring new stores and expanding and renovating existing stores.
The Company has experienced significant growth since 1991. During
1992 and 1993, the Company purchased certain real and personal
property and assumed certain operating leases of eighteen store
locations from Hess Department Stores, Inc. and Crown American
Corporation for a total purchase price of approximately $24
million. The acquired locations were in Tennessee, Virginia,
Georgia, and Kentucky. These stores were renovated and placed in
service as Proffitt's stores in 1992 and 1993.
In March 1994, Proffitt's, Inc. acquired all of the outstanding
common stock of Macco Investments, Inc., a holding company for
McRae's, Inc., a privately-owned retail department store chain with
28 department stores headquartered in Jackson, Mississippi. The
acquisition price for the common stock and certain real property
totaled approximately $212 million.
The Company now operates two stores divisions: the Proffitt's
Division with 25 stores and the McRae's Division with 28 department
stores and one home furnishings specialty store. The Proffitt's
stores are located in Tennessee (twelve stores), Virginia (eight
stores), Georgia (two stores), Kentucky (two stores), and North
Carolina (one store). The McRae's department stores are located in
Alabama (thirteen stores), Mississippi (twelve stores), Florida (two
stores), and Louisiana (one store).
The Company operates separate merchandising, sales promotion, and
store operating divisions for the Proffitt's and McRae's Divisions
but operates centralized administrative and support functions, such
as accounting, information systems, and credit.
In March 1995, the Company purchased a majority interest in Parks-
Belk Company, the owner/operator of four Parks-Belk stores located in
northeast Tennessee for an undisclosed purchase price which was not
material. The Company intends to purchase the remaining interest in
Parks-Belk and convert the stores to Proffitt's stores in 1995.
MERCHANDISING.
The Company's merchandising strategy is to provide middle to upper
income customers a wide assortment of fashionable apparel,
accessories, cosmetics, and decorative home furnishings. The
Company's commitment to a branded merchandising strategy, enhanced by
its merchandise presentation and high level of customer service,
makes it a preferred distribution channel for premier brand-name
merchandise. Key brands featured include Liz Claiborne, Polo/Ralph
Lauren, Tommy Hilfiger, Estee Lauder, Vanity Fair, and Waterford.
The Company supplements its branded assortments with high-quality,
private-label merchandise.
Proffitt's, Inc. has developed a thorough knowledge of its regional
market and customer base. Such knowledge, in conjunction with
frequent store visits by senior management and merchandising
personnel and use of on-line merchandise information, enables the
Company to tailor each store's merchandise assortments to the unique
characteristics of its markets.
Management and the merchandising staff utilize an inventory tracking
system which provides on-line information as to current sales and
inventory levels by store, department, vendor, class, style, size,
and color. Based on this information, the Company can analyze market
trends, identify fast- or slow- moving merchandise, and make
reordering and pricing decisions on a daily basis.
ADVERTISING AND SALES PROMOTION.
Proffitt's advertising and sales promotion strategy primarily is
designed to reinforce the Company's image as the fashion leader in
its markets. The Company's advertisements and promotional events
highlight the style, quality, and value of its merchandise.
A variety of media, including newspaper, television, radio, and
direct mail, are used to advertise specific brands and special
events. The Company's advertising and special events are produced by
an in-house sales promotion staff in conjunction with outside
advertising agencies as needed. The Company utilizes data captured
through the use of the Proffitt's and McRae's credit cards to develop
segmented advertising and promotional events targeted at specific
customers who have established purchasing patterns for certain
brands, departments, and store locations. To promote its image as
the fashion leader in its markets, the Company also sponsors fashion
shows and in-store special events highlighting the Company's key
brands.
CUSTOMER SERVICE.
The Company believes that personal customer attention builds loyalty
and that the Company's sales associates provide a superior level of
customer service. Each store is staffed with knowledgeable, friendly
sales associates skilled in salesmanship and customer service. Sales
associates maintain customer records, send personalized thank-you
notes, and communicate personally with customers to advise them of
special promotions and new merchandise offerings. Superior customer
service is encouraged through the development and monitoring of sales
goals and through specific award and recognition programs.
SEASONALITY.
The Company's business, like that of most retailers, is subject to
seasonal influences, with a significant portion of its net sales and
net income realized during the fourth quarter of each year, which
includes the Christmas selling season. Generally, more than 30% of
the Company's sales and over 50% of its net income are generated
during the fourth quarter.
PURCHASING AND DISTRIBUTION.
The Company purchases merchandise from numerous suppliers.
Management monitors the Company's profitability and sales history
with each key vendor and believes it has alternative sources
available for each category of merchandise it purchases. Management
believes it has a good relationship with its suppliers.
For the Proffitt's Division, merchandise is shipped directly from
suppliers to the Division's 96,000 square foot distribution center in
metropolitan Knoxville, Tennessee, where it is inspected, entered
into the inventory control system, and tagged with computer-generated
price tickets.
The McRae's Division completed the construction of a 164,000 square
foot state-of-the-art distribution facility in Jackson, Mississippi,
in early 1994. This owned facility is designed to serve up to 38
stores and can be readily expanded to serve up to 100 stores.
The data system which the McRae's Division has developed for its new
distribution center utilizes the latest technology and is expected to
improve efficiency and generate cost savings. For example, the high
speed automated conveyor system designed for the center is capable of
scanning bar coded labels and diverting cartons to the proper
merchandise processing areas. In addition, some types of merchandise
are being processed in the receiving area and immediately "cross-
docked" to the shipping dock for delivery to the stores. Certain
processing areas are staffed with personnel equipped with hand-held
radio frequency terminals that can scan a vendor's bar code and
transmit the necessary information to a computer to check-in
merchandise. This technology, when fully utilized, will create a
nearly paperless environment for the distribution function.
COMPETITION.
The specialty department store business is highly competitive. The
Company's stores compete with several national and regional
department stores, specialty apparel stores, and other retail stores,
some of which have greater financial and other resources than the
Company. Management believes that its knowledge of the Company's
regional markets and customer base provides a competitive advantage.
EMPLOYEES.
At March 31, 1995, the Proffitt's Division employed approximately
3700 associates of whom approximately 1400 were employed on a part-
time basis (fewer than 30 hours per week). On that date, the McRae's
Division employed approximately 5700 associates, of whom 2000 were
employed on a part-time basis (fewer than 30 hours per week). The
Company hires additional temporary employees and increases the hours
of part-time employees during seasonal peak selling periods. None of
the Company's employees is covered by a collective bargaining
agreement. The Company considers its relations with its employees to
be good.
ITEM 2. PROPERTIES.
The Proffitt's Division's leased administrative offices are located
in the Midland Shopping Center in metropolitan Knoxville, Tennessee
and consist of approximately 45,000 square feet. The Division's
owned distribution center is located in metropolitan Knoxville and
contains approximately 96,000 square feet.
The McRae's Division owns its administrative office building in
Jackson, Mississippi. This facility consists of 288,000 square feet
of space, of which 136,000 square feet is office space and 152,000
square feet is the Division's processing area for merchandise returns
to vendors and a furniture warehouse. The 164,000 square foot
distribution center located in metropolitan Jackson is owned.
The following table summarizes all owned and leased store locations.
Store leases generally require the Company to pay the greater of a
fixed minimum rent or an amount based on a percentage of sales.
Generally, the Company is responsible under its store leases for a
portion of mall promotion and common area maintenance expenses and
for certain utility, property tax, and insurance expenses.
Typically, the Company contributes to common mall promotion,
maintenance, property tax, and insurance expenses at its owned
locations.
YEAR
YEAR REFURBISHED APPROX.
OPENED OR OR SELLING OWNED/
ACQUIRED EXPANDED SQ. FT. LEASED
STORE LOCATIONS
PROFFITT'S DIVISION STORES:
KNOXVILLE METROPOLITAN:
West Town Mall (Knoxville, TN) 1972 1995 141,000 Leased
East Towne Mall (Knoxville, TN) 1984 1992 85,600 Owned
Foothills Mall (Maryville, TN) 1983 1993 121,000 Owned
Oak Ridge Mall (Oak Ridge, TN) 1974 1993 94,600 Leased
Proffitt's Plaza (Athens, TN) 1992 -- 48,200 Leased
College Square (Morristown, TN) 1993 -- 43,000 Owned
CHATTANOOGA METROPOLITAN:
Hamilton Place (Chattanooga,TN) 1988 1993 202,300 Owned
Eastgate Mall (Chattanooga, TN) 1988 1989 56,800 Leased
Walnut Square (Dalton, GA) 1988 1988 48,400 Owned
Northgate Mall (Chattanooga, TN) 1989 1993 80,800 Owned
Bradley Square (Cleveland, TN) 1992 1992 45,800 Leased
Mt. Berry Mall (Rome, GA) 1993 1993 56,300 Leased
TRI-CITIES METROPOLITAN:
The Mall at Johnson City
(Johnson City, TN) 1992 1994 91,600 Leased
Fort Henry Mall (Kingsport, TN) 1992 1993 46,700 Leased
Bristol Mall (Bristol, VA) 1992 1993 39,300 Leased
NORFOLK/VIRGINIA BEACH MARKET:
Coliseum Mall (Hampton, VA) 1993 1993 95,000 Leased
Patrick Henry Mall
(Newport News, VA) 1993 1993 56,100 Leased
Greenbrier Mall (Chesapeake, VA) 1993 1993 67,200 Leased
Chesapeake Square (Chesapeake, VA) 1993 1993 70,300 Owned
Pembroke Mall (Virginia Beach, VA) 1993 1993 56,200 Owned
KENTUCKY:
Towne Mall (Elizabethtown, KY) 1993 1993 41,800 Leased
Ashland Town Center (Ashland, KY) 1993 1993 56,600 Leased
ASHEVILLE METROPOLITAN:
Biltmore Square (Asheville, NC) 1989 -- 71,100 Owned
RICHMOND METROPOLITAN:
Chesterfield (Richmond, VA) 1993 1993 55,900 Leased
Virginia Commons (Richmond, VA) 1993 1993 68,800 Leased
Total Proffitt's Division 1,840,400
YEAR
REFURBISHED APPROX.
YEAR OR SELLING OWNED/
OPENED EXPANDED SQ. FT. LEASED
STORE LOCATIONS
MCRAE'S DIVISION STORES:
JACKSON METROPOLITAN:
Meadowbrook Mall (Jackson, MS) 1955 1987 57,400 Leased
Metrocenter Mall (Jackson, MS) 1978 1992 188,000 Owned
Northpark Mall (Jackson, MS) 1984 -- 175,400 Owned
BIRMINGHAM METROPOLITAN:
Roebuck Plaza (Birmingham, AL) 1960 -- 55,800 Leased
Century Plaza (Birmingham, AL) 1980 1991 109,800 Leased
Brookwood Village (Birmingham, AL) 1975 1993 91,900 Leased
Western Hills Mall (Birmingham, AL) 1980 1986 109,200 Leased
Riverchase Galleria (Birmingham, AL) 1986 1993 121,200 Leased
HUNTSVILLE, ALABAMA:
Parkway City Mall (Huntsville, AL) 1961 1987 60,800 Leased
Madison Square (Huntsville, AL) 1984 -- 85,600 Leased
FLORIDA PANHANDLE:
University Mall (Pensacola, FL) 1974 1984 114,000 Owned
Santa Rosa Mall (Mary Esther, FL) 1986 -- 74,500 Owned
OTHER MISSISSIPPI MARKETS:
Greenville Mall (Greenville, MS) 1973 -- 59,100 Leased
Village Fair Mall (Meridian, MS) 1972 -- 67,300 Leased
Pemberton Mall (Vicksburg, MS) 1970 1985 54,500 Owned
TurtleCreek Mall (Hattiesburg, MS) 1994 -- 110,400 Owned
Barnes Crossing (Tupelo, MS) 1976 1990 88,700 Owned
Natchez Mall (Natchez, MS) 1979 1993 59,800 Leased
Singing River Mall (Gautier, MS) 1980 -- 79,200 Owned
Sawmill Square (Laurel, MS) 1981 -- 58,500 Owned
University Mall (Columbus, MS) 1983 -- 66,700 Owned
OTHER ALABAMA MARKETS:
Springdale Mall (Mobile, AL) 1984 1989 141,800 Owned
Eastdale Mall (Montgomery, AL) 1977 -- 62,200 Leased
Gadsden Mall (Gadsden, AL) 1974 -- 73,900 Leased
Regency Square (Florence, AL) 1978 -- 35,200 Leased
University Mall (Tuscaloosa, AL) 1980 -- 80,400 Leased
Wiregrass Commons (Dothan, AL) 1986 -- 87,000 Leased
MONROE, LOUISIANA:
Pecanland Mall (Monroe, LA) 1985 -- 94,900 Owned
Total McRae's Division 2,463,200
GRAND TOTAL 4,303,600
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company did not submit any matters to a vote of security
holders during the fourth quarter of its fiscal year ended January
28, 1995.
EXECUTIVE OFFICERS OF THE REGISTRANT.
The name, age, and position held with the Company of each of the
executive officers of the Company are set forth below.
NAME AGE POSITION
R. Brad Martin 43 Chairman of the Board and Chief
Executive Officer
James A. Coggin 53 President and Chief Operating
Officer
Gary L. Howard 52 President, McRae's Division
Frederick J. Mershad 52 President, Proffitt's Division
James E. Glasscock 53 Executive Vice President, Chief
Financial Officer, and
Treasurer
Robert Oliver 60 Executive Vice President of
Stores, McRae's Division
A. Coleman Piper 48 Executive Vice President of
Stores, Proffitt's Division
Brian J. Martin 38 Senior Vice President and
General Counsel
David W. Baker 58 Senior Vice President of
Operations
James E. VanNoy 55 Senior Vice President and Chief
Information Officer
Julia A. Bentley 36 Senior Vice President of
Planning and Investor Relations
and Secretary
_________________________________________________________________
R. Brad Martin became Chairman of the Board in February 1987 and
Chief Executive Officer in July 1989. Mr. Martin previously served
as President from July 1989 until March 1994 and from September
1994 to March 1995.
James A. Coggin was named President of Proffitt's, Inc. in March
1995 and served as Executive Vice President and Chief Operating
Officer of the Company from September 1994 to March 1995 and as
Executive Vice President and Chief Administrative Officer of the
Company from March 1994 to September 1994. From June 1978 to March
1994, Mr. Coggin served as Executive Vice President and Chief
Administrative Officer of McRae's, Inc. Mr.Coggin joined McRae's,
Inc. in 1971.
Gary L. Howard became President of the McRae's Division in March
1995. Between March 1994 and March 1995, Mr. Howard served as
Executive Vice President of Merchandising and Marketing for the
McRae's Division of Proffitt's, Inc. Mr. Howard joined McRae's,
Inc. in November 1993 as Executive Vice President of Merchandising
and Marketing. Mr. Howard has over 30 years of prior experience in
the retail industry, including service as Senior Vice President and
General Merchandise Manager of Maas Brothers and Woodward and
Lothrop.
Frederick J. Mershad was named President of the Proffitt's Division
in March 1995. Mr. Mershad joined the Company in May 1994 as
Executive Vice President of Merchandising and Sales Promotion for
the Proffitt's Division. Mr. Mershad has over 25 years of retail
experience and has held executive merchandising positions with such
retailers as Rich's, a division of Federated Department Stores, and
McRae's.
James E. Glasscock was appointed Executive Vice President, Chief
Financial Officer, and Treasurer of the Company in March 1995. Mr.
Glasscock served as Senior Vice President, Chief Financial Officer,
and Treasurer of Proffitt's, Inc. between March 1994 and March
1995. From May 1985 to March 1994, Mr. Glasscock served as Senior
Vice President of Finance for McRae's, Inc. Mr. Glasscock is a
Certified Public Accountant with several years of public accounting
and private industry experience, including over twenty-four years
of retail experience.
Robert Oliver was promoted to Executive Vice President of Stores
for the McRae's Division in March 1995. Mr. Oliver served as Vice
President of Stores for the McRae's Division from March 1994 to
March 1995. He joined McRae's, Inc. in 1991 as Vice President of
Stores after gaining 33 years of merchandising and store management
experience with Foley's.
A. Coleman Piper was named Executive Vice President for Stores of
the Proffitt's Division in March 1995. He served as Executive Vice
President for Human Resources and Proffitt's Division Stores from
September 1994 to March 1995 and Executive Vice President of
Operations and Real Estate for Proffitt's, Inc. from March 1994 to
September 1994. He has been with the Company since 1972 and
previously served in several capacities including Vice President of
Operations.
Brian J. Martin was promoted to Senior Vice President and General
Counsel of the Company in March 1995. He joined Proffitt's, Inc.
in June 1994 as Vice President and General Counsel. From June 1990
to May 1994, Mr. Martin was affiliated with the Indianapolis,
Indiana law firm of Barnes and Thornburg. Mr. Martin served as
Assistant Solicitor General of the United States between January
1988 and June 1990.
David W. Baker was named Senior Vice President of Operations for
the Company in March 1994. Mr. Baker joined McRae's, Inc. in
February 1985 and served as Senior Vice President of Operations for
McRae's until March 1994.
James E. VanNoy became Senior Vice President and Chief Information
Officer of the Company in March 1994. Mr. VanNoy joined McRae's,
Inc. in February 1980 as Director of Management Information Systems
and was promoted to Vice President of Management Information
Systems in February 1982.
Julia A. Bentley was named Senior Vice President of Planning and
Investor Relations and Secretary of Proffitt's, Inc. in March 1994.
In January 1993, Ms. Bentley was promoted to Senior Vice President
of Finance, Chief Financial Officer, Secretary, and Treasurer after
serving as Vice President of Finance since March 1989. From July
1987 to February 1989, Ms. Bentley served first as Director of
Investor Relations and subsequently as Director of Human Resources
of the Company. Ms. Bentley is a Certified Public Accountant with
several years of public accounting experience.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The information set forth under the caption "Market Information"
appearing on page 10 of the Proffitt's, Inc. Annual Report to
Shareholders for the Fiscal Year Ended January 28, 1995 (the
"Annual Report") is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA.
The information set forth under the caption "Five-Year Financial
Summary" appearing on page 4 of the Annual Report is incorporated
herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The information set forth under the caption "Management's
Discussion and Analysis" appearing on pages 5 through 9 of the
Annual Report is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Consolidated Financial Statements and the Report of Independent
Accountants appearing on pages 11 through 26 of the Annual Report
are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information set forth under the captions "Election of
Directors" and "Section 16(a) of the Securities Exchange Act of
1934" contained on pages 5 and 6 and page 15, respectively, of the
Proffitt's, Inc. Proxy Statement dated May 2, 1992 (the "Proxy
Statement"), with respect to Directors of the Company, is
incorporated herein by reference.
The information required under this item with respect to the
Company's Executive Officers is incorporated by reference from Part
I of this report under the caption "Executive Officers of the
Registrant."
ITEM 11. EXECUTIVE COMPENSATION.
The information set forth under the caption "Executive
Compensation" contained on pages 7 through 10 of the Proxy
Statement with respect to executive compensation is incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The information set forth under the caption "Outstanding Voting
Securities" contained on pages 3 and 4 of the Proxy Statement with
respect to security ownership of certain beneficial owners and
management is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information set forth under the captions "Further Information
Concerning Directors" and "Certain Transactions" contained on pages
6 and 7 and 11 and 12, respectively, of the Proxy Statement with
respect to certain relationships and related transactions is
incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K.
(a) (1) and (2)--The response to this portion of Item 14 is
submitted as a separate section of this report.
(3)--The response to this portion of Item 14 is submitted as
a separate section of this report.
(b) Reports on Form 8-K filed during the fourth quarter - None.
(c) Exhibits--The response to this portion of Item 14 is
submitted as a separate section of this report.
(d) Financial statement schedules--The response to this portion of
Item 14 is submitted as a separate section of this report.
FORM 10-K--ITEM 14(a)(1) AND (2) AND (d)
PROFFITT'S, INC. AND SUBSIDIARIES
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this report:
(1) Consolidated Financial Statements
The following consolidated financial statements of Proffitt's,
Inc. and subsidiaries, included on pages 11 through 26 of the
Proffitt's, Inc. Annual Report to Shareholders for the Fiscal
Year Ended January 28, 1995, are incorporated by reference in
Item 8:
Consolidated Balance Sheets as of January 28, 1995 and January
29, 1994
Consolidated Statements of Income for Fiscal Years Ended
January 28, 1995, January 29, 1994, and January 30, 1993
Consolidated Statements of Shareholders' Equity for Fiscal
Years Ended January 28, 1995, January 29, 1994, and January
30, 1993
Consolidated Statements of Cash Flows for Fiscal Years Ended
January 28, 1995, January 29, 1994, and January 30, 1993
Notes to Consolidated Financial Statements
(2) Schedules to Financial Statements
The following consolidated financial statement schedules of
Proffitt's, Inc. and subsidiaries are included in Item 14(d):
Report of Independent Accountants for the Fiscal Years Ended
January 28, 1995, January 29, 1994, and January 30, 1993
Schedule II - Valuation and Qualifying Accounts
All other schedules for which provision is made in the
applicable accounting regulation of the Securities and
Exchange Commission are not required under the related
instructions or are inapplicable and therefore have been
omitted.
SIGNATURES
Proffitt's, Inc.
Registrant
Date: April 25, 1995 /s/ James E. Glasscock
James E. Glasscock
Executive Vice President, Chief
Financial Officer and Treasurer
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
/s/ R. Brad Martin /s/ Richard D. McRae
R. Brad Martin Richard D. McRae
Chairman of the Board and Director
Chief Executive Officer
/s/ James A. Coggin /s/ C. Warren Neel
James A. Coggin C. Warren Neel
President Director
/s/ Bernard E. Bernstein /s/ Harwell W. Proffitt
Bernard E. Bernstein Harwell W. Proffitt
Director Director
/s/ Edmond D. Cicala /s/ Gerald Tsai, Jr.
Edmond D. Cicala Gerald Tsai, Jr.
Director Director
/s/ Ronald de Waal /s/ Julia A. Bentley
Ronald de Waal Julia A. Bentley
Director Senior Vice President
and Secretary
/s/ Michael A. Gross
Michael A. Gross
Director
PROFFITT'S, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
BALANCE
AT CHARGED CHARGED BALANCE
BEGINNING TO TO AT
OF COSTS AND OTHER END OF
DESCRIPTION PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
Year ended
January 28, 1995:
Allowance for
doubtful accounts $1,195,418 $2,625,638 $1,431,988(A) ($2,841,832)(B) $2,411,212
Year ended
January 29, 1994:
Allowance for
doubtful accounts $1,398,155 $ 413,223 - 0 - ($ 615,960)(B) $1,195,418
Year ended
January 30, 1993:
Allowance for
doubtful accounts $ 946,368 $1,001,131 - 0 - ($ 549,344)(B) $1,398,155
Note A - Balance in account of company (McRae's, Inc.) acquired at March 31,
1994.
Note B - Uncollectible accounts written off, net of recoveries.
FORM 10-K -- ITEM 14(a)(3) AND 14(c)
PROFFITT'S, INC. AND SUBSIDIARIES
EXHIBITS
Exhibit
No. Description
3.1 Charter of the Company, as amended (1)
3.2 Articles of Amendment of the Charter of Proffitt's, Inc., designating
the rights, preferences, and limitations of its Series A Cumulative
Convertible Exchangeable Preferred Stock (7)
3.3 Articles of Amendment to the Charter of Proffitt's, Inc., designating
the rights, preferences, and limitations of its Series B Cumulative
Junior Perpetual Preferred Stock (7)
3.4 Bylaws of the Company, as amended (1)
3.5 Articles of Amendment to the Charter of Proffitt's, Inc., designating
the rights, preferences, and limitations of its Series C Junior
Preferred Stock (10)
4.1 Form of 7.5% Junior Subordinated Debentures due 2004 (7)
4.2 Form of 4.75% Convertible Subordinated Debentures due 2003 (5)
4.3 Form of Rights Certificate (10)
10.1 Standard Services Agreement dated August 1, 1984, between Proffitt's,
Inc. and Frederick Atkins, Inc. (7)
10.2 Standard Services Agreement dated August 1, 1984 between McRae's,
Inc. and Frederick Atkins, Inc. (7)
10.3 Business Combination Agreement by and among McRae's, Inc., Macco
Investments, Inc., and Proffitt's, Inc. dated as of March 3, 1994 and
First Amendment thereto dated as of March 31, 1994 (7)
10.4 Registration Rights Agreement made as of March 31, 1994 by and among
Proffitt's, Inc. and Richard D. McRae, Jr., as Representative of the
former shareholders of Macco Investments, Inc. (7)
10.5 Non-competition Agreement by and between Proffitt's, Inc. and Richard
D. McRae dated March 31, 1994 (7)
10.6 Credit Facilities and Reimbursement Agreement by and among Proffitt's,
Inc., the lenders from time to time party thereto and NationsBank of
Texas, National Association, as agent, dated March 31, 1994 (7)
10.7 * Amendment No. 2 to Credit Facilities and Reimbursement Agreement
between Proffitt's, Inc. and NationsBank of Texas, National
Association, as agent, dated March 7, 1995
10.8 * Amendment No. 1 to Credit Facilities and Reimbursement Agreement
between Proffitt's, Inc. and NationsBank of Texas, National
Association, as agent, dated November 15, 1994
10.9 Guaranty Agreement made and entered into as of March 31, 1994, by and
between each of Proffitt's Investments, Inc., PDS Agency, Inc., Macco
Investments, Inc., McRae's, Inc., and McRae's of Alabama, Inc., and
NationsBank of Texas, National Association (7)
10.10 Transfer and Administration Agreement dated as of January 27, 1993,
and amended by Amendment dated as of March 31, 1994 thereto, by and
between Enterprise Funding Corporation and McRae's, Inc. (7)
10.11 * Amendment to Transfer and Administration Agreement by and between
Enterprise Funding Corporation and McRae's, Inc. dated March 31, 1995
10.12 Assignment Agreement dated as of March 31, 1994, between Proffitt's,
Inc. and McRae's, Inc. (7)
10.13 Securities Purchase Agreement dated March 3, 1994, between Proffitt's,
Inc. and Apollo Specialty Retail Partners, L.P. (7)
10.14 Registration Rights Agreement made and entered into as of March 31,
1994, by and among Proffitt's, Inc. and Apollo Specialty Retail
Partners, L.P. (7)
10.15 Land Deed of Trust dated April 1, 1994 by and among McRae's, Inc.,
Don B. Cannada, and Park Real Estate Company (7)
10.16 Real Estate Property Purchase Agreement dated April 1, 1994, by and
between Park Real Estate Company and McRae's, Inc. (7)
10.17 Secured Promissory Note, dated April 1, 1994, for the principal
amount of $3,906,558 by McRae's, Inc. payable to Park Real Estate
Company (7)
10.18 Assumption, Consent, and Release Agreement, entered into between
McRae's, Inc. and Deposit Guaranty National Bank dated April 1, 1994
(7)
10.19 Amended and Restated Promissory Note dated April 1, 1994 for the
principal amount of $2,075,000 by McRae's, Inc. payable to First
Tennessee Bank National Association (Gautier) (7)
10.20 Assumption, Consent, and Release Agreement, entered into between
McRae's, Inc. and First Tennessee Bank National Association dated
April 1, 1994 (7)
10.21 Secured Promissory Note, dated April 1, 1994, for the principal
amount of $556,851 by McRae's, Inc. payable to Arvey Real Estate
Company (Gautier) (7)
10.22 Real Property Purchase Agreement dated April 1, 1994, by and between
Arvey Real Estate Company and McRae's, Inc. (Gautier) (7)
10.23 Land Deed of Trust dated April 1, 1994 by and among McRae's, Inc.,
Don B. Cannada, and Arvey Real Estate Company (Gautier) (7)
10.24 Assumption, Consent, and Release Agreement, entered into between
McRae's, Inc. and First Tennessee Bank National Association dated
April 1, 1994 (Gautier) (7)
10.25 Real Property Purchase Agreement dated April 1, 1994, by and between
Green's Crossing Real Estate Company and McRae's, Inc. (7)
10.26 Secured Promissory Note, dated April 1, 1994, for the principal
amount of $1,487,919 by McRae's, Inc. payable to Green's Crossing
Real Estate Company (7)
10.27 Assumption, Consent, and Release Agreement, entered into between
McRae's, Inc. and Deposit Guaranty National Bank dated April 1, 1994
(7)
10.28 Land Deed of Trust dated April 1, 1994 by and among McRae's, Inc.,
Don B. Cannada, and Green's Crossing Real Estate Company (7)
10.29 Secured Promissory Note, dated April 1, 1994, for the principal
amount of $1,779,223 by McRae's, Inc. payable to Arvey Real Estate
Company (Laurel) (7)
10.30 Property Purchase Agreement dated April 1, 1994, by and between Arvey
Real Estate Company and McRae's, Inc. (Laurel) (7)
10.31 Assumption, Consent, and Release Agreement, entered into between
McRae's, Inc. and AmSouth Bank National Association dated April 1,
1994 (7)
10.32 Assignment of Leasehold Interest from Arvey Real Estate Company to
McRae's, Inc. dated April 1, 1994 (Laurel) (7)
10.33 Leasehold Deed of Trust dated April 1, 1994 by and among McRae's,
Inc., Don B. Cannada, and Arvey Real Estate Company (Laurel) (7)
10.34 Indemnification and Confirmation of Lease Agreement dated March 31,
1994, entered into among McRae's, Inc., Richard D. McRae, Jr., Susan
McRae Shanor, and Vaughan McRae (Heritage Building) (7)
10.35 Guaranty Agreement dated March 31, 1994 of McRae's, Inc. to guarantee
Richard D. McRae, Carolyn McRae, Susan McRae Shanor, and Vaughan W.
McRae giving or extending credit to Proffitt's, Inc. (7)
10.36 Land Deed of Trust dated March 31, 1994 by and among McRae's, Inc.,
Don B. Cannada, Richard D. McRae, Carolyn S. McRae, Susan McRae
Shanor, and Vaughan McRae (7)
10.37 Guaranty Agreement by Proffitt's, Inc. to AmSouth Bank guaranteeing
credit extended to McRae's, Inc. (7)
10.38 Promissory Note dated January 25, 1983 by McRae's, Inc. payable to
Selby W. McRae in the principal sum of $1,346,442 (6)
10.39 Rights Agreement dated as of March 28, 1995 between Proffitt's, Inc.
and Union Planters National Bank as Rights Agent (10)
MANAGEMENT CONTRACTS, COMPENSATORY PLANS, OR ARRANGEMENTS, ETC.
10.40 Proffitt's, Inc. 1987 Stock Option Plan, as amended (3)
10.41 Proffitt's, Inc. 1994 Employee Stock Purchase Plan (9)
10.42 Proffitt's, Inc. 1994 Long-Term Incentive Plan (8)
10.43 Proffitt's, Inc. 401(k) Retirement Plan (6)
10.44 $500,000 Loan Agreement dated February 1, 1989 between the Company and
R. Brad Martin (2)
10.45 * Form of Employment Agreement by and between Proffitt's, Inc. and R.
Brad Martin dated March 28, 1995
10.46 * Form of Employment Agreement by and between Proffitt's, Inc. and
James A. Coggin dated March 28, 1995
10.47 * Form of Employment Agreement by and between Proffitt's, Inc. and
James E. Glasscock dated March 28, 1995
10.48 * Form of Employment Agreement by and between Proffitt's, Inc. and
Frederick J. Mershad dated March 28, 1995
10.49 * Form of Employment Agreement by and between Proffitt's, Inc. and Gary
L. Howard dated March 28, 1995
10.50 * Form of Employment Agreement by and between Proffitt's, Inc. and
Brian J. Martin dated March 28, 1995
10.51 * Form of Employment Agreement by and between Proffitt's, Inc. and
James E. VanNoy dated March 28, 1995
10.52 * Form of Employment Agreement by and between Proffitt's, Inc. and
David W. Baker dated March 28, 1995
10.53 * Form of Employment Agreement by and between Proffitt's, Inc. and A.
Coleman Piper dated March 28, 1995
10.54 * Form of Employment Agreement by and between Proffitt's, Inc. and
Robert Oliver dated March 28, 1995
10.55 * Form of Employment Agreement by and between Proffitt's, Inc. and
Julia A. Bentley dated March 28, 1995
10.56 * Form of Employment Agreement by and between Proffitt's, Inc. and Anne
Breier Pope dated March 7, 1995
11.1 * Statement re: computation of earnings per share
13.1 * Annual Report to Shareholders for the fiscal year ended January 28,
1995
22.1 * Subsidiaries of the Registrant
24.1 * Consent of Independent Accountants
27.1 * Financial Data Schedule
* Previously unfiled documents are noted with an asterisk
(1) Incorporated by reference from the Exhibits to the Form S-1 Registration
Statement No. 33-13548 of the Company dated June 3, 1987.
(2) Incorporated by reference from the Exhibits to the Form 10-K of the Company
for the fiscal year ended January 28, 1989.
(3) Incorporated by reference from the Exhibits to the Form S-8 Registration
Statement No. 33-46306 of the Company dated March 10, 1992.
(4) Incorporated by reference from the Exhibits to the Form 8-K of the Company
dated October 23, 1992.
(5) Incorporated by reference from the Exhibits to the Form S-3 Registration
Statement No. 33-70000 of the Company dated October 19, 1993.
(6) Incorporated by reference from the Exhibits to the Form 10-K of the Company
for the fiscal year ended January 29, 1994.
(7) Incorporated by reference from the Exhibits to the Form 8-K of the Company
dated April 14, 1994.
(8) Incorporated by reference from the Exhibits to the Form S-8 Registration
Statement No. 33-80602 of the Company dated June 23, 1994.
(9) Incorporated by reference from the Exhibits to the Form S-8 Registration
Statement No. 33-88390 of the Company dated January 11, 1995.
(10) Incorporated by reference from the Exhibits to the Form 8-K of the Company
dated April 3, 1995.