-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, A2f9W0UowLC2iztV+BuGr0czkyxCPjfayGeaxLxAdjFHIka73Kz8ViGHXZvS9RG+ pm8nxq/9AL8I6mF3GH7mbg== 0000812295-94-000050.txt : 19940914 0000812295-94-000050.hdr.sgml : 19940914 ACCESSION NUMBER: 0000812295-94-000050 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940912 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROFFITTS INC CENTRAL INDEX KEY: 0000812900 STANDARD INDUSTRIAL CLASSIFICATION: 5311 IRS NUMBER: 620331404 STATE OF INCORPORATION: TN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40274 FILM NUMBER: 94548620 BUSINESS ADDRESS: STREET 1: 115 NORTH CALDERWOOD CITY: ALCOA STATE: TN ZIP: 37701 BUSINESS PHONE: 6159837000 MAIL ADDRESS: STREET 1: P.O. BOX 9388 CITY: ALCOA STATE: TN ZIP: 37701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JANUS CAPITAL CORP CENTRAL INDEX KEY: 0000812295 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 100 FILLMORE STREET SUITE 300 CITY: DENVER STATE: CO ZIP: 80206-4923 BUSINESS PHONE: 303-333-38 MAIL ADDRESS: STREET 1: 100 FILLMORE STREET SUITE 300 CITY: DENVER STATE: CO ZIP: 80206-4923 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.:2* Name of Issuer: Proffitt's, Incorporated Title of Class of Securities: Common Stock CUSIP Number: 74292510-0 Check the following line if a fee is being paid with this statement __. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.)(See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No.: 74292510-0 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Janus Capital Corporation EIN #84-0765359 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a. ___ b. _X_ 3. SEC USE ONLY 4. CITIZENSHIP OF PLACE OF ORGANIZATION Colorado NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER -0- 6. SHARED VOTING POWER 405,490 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 405,490 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 405,490 ** 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.2% 12. TYPE OF REPORTING PERSON IA, CO ** See Item 4 of this filing CUSIP No.: 74292510-0 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kansas City Southern Industries, Inc. EIN #44-0663509 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a. ___ b. _X_ 3. SEC USE ONLY 4. CITIZENSHIP OF PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER -0- 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON N/A 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 405,490** Excludes shares that may be beneficially owned by Janus Capital Corporation as to which beneficial ownership is disclaimed. 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0% 12. TYPE OF REPORTING PERSON HC, CO ** See Item 4 of this filing CUSIP No.: 74292510-0 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas H. Bailey SS ####-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a. ___ b. _X_ 3. SEC USE ONLY 4. CITIZENSHIP OF PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER -0- 6. SHARED VOTING POWER 405,490 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 405,490 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 405,490 ** 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.2% 12. TYPE OF REPORTING PERSON IN ** See Item 4 of this filing CUSIP No.: 74292510-0 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Janus Venture Fund EIN #84-0964425 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a. ___ b. _X_ 3. SEC USE ONLY 4. CITIZENSHIP OF PLACE OF ORGANIZATION Massachusetts NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER -0- 6. SHARED VOTING POWER 353,815 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER 353,815 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 353,815 ** 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.7% 12. TYPE OF REPORTING PERSON IV ** See Item 4 of this filing Item 1. (a). Name of Issuer: Proffitt's, Incorporated ("Proffitt's") (b). Address of Issuer's Principal Executive Offices: 115 North Calderwood Alcoa, TN 37701 Item 2. (a).(b). Name and Principal Business Address of Persons Filing: (1) Janus Capital Corporation ("Janus Capital") 100 Fillmore Street, Suite 300 Denver, Colorado 80206-4923 (2) Kansas City Southern Industries, Inc. ("KCSI") 114 West 11th Street Kansas City, Missouri 64105 (3) Thomas H. Bailey ("Mr. Bailey") 100 Fillmore Street, Suite 300 Denver, Colorado 80206-4923 (4) Janus Venture Fund 100 Fillmore Street, Suite 300 Denver, CO 80206-4923 (c). Citizenship: Janus Capital - Colorado KCSI - Delaware Mr. Bailey - USA Janus Venture Fund - Massachusetts (d). Title of Class of Securities: Common Stock (e). CUSIP Number: 74292510-0 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (a). Broker or Dealer registered under Section 15 of the Act (b). Bank as defined in Section 3(a)(6) of the Act (c). Insurance Company as defined in Section 3(a)(19) of the Act (d). X Investment Company registered under Section 8 of the Investment Company Act (e). X Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f). Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(ii)(F) (g). X Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) (Note: See Item 7) (h). Group, in accordance with Section 240.13(d)-1(b)(1)(ii)(H) KCSI owns approximately 81% and Mr. Bailey owns approximately 17.6% of Janus Capital (which is a registered investment adviser). KCSI is filing this joint statement solely as a result of such stock ownership which may be deemed to give it the ability to exert control over Janus Capital. In addition to being a stockholder of Janus Capital, Mr. Bailey serves as President and Chairman of the Board of Janus Capital and is filing this joint statement with Janus Capital as a result of such stock ownership and positions which may be deemed to enable him to exercise control over Janus Capital. Janus Venture Fund is an investment company registered under the Investment Company Act of 1940 (the "1940 Act") to which Janus Capital provides investment advice. Item 4. Ownership (a). Amount Beneficially Owned: KCSI and Mr. Bailey do not own of record any shares of Proffitt's Common Stock, they have not engaged in any transaction in Proffitt's Common Stock, and they do not exercise any voting or investment power over shares of Proffitt's Common Stock. However, Mr. Bailey may be deemed to have the power to exercise or to direct the exercise of such voting and/or dispositive power that Janus Capital may have with respect to Proffitt's Common Stock held by Janus Capital's individual, institutional and mutual fund clients, as a result of his position as Chairman of the Board and President of Janus Capital. All shares reported herein have been acquired by such clients, and KCSI and Mr. Bailey specifically disclaim beneficial ownership over any shares of Proffitt's Common Stock that they or Janus Capital may be deemed to beneficially own. Janus Capital is a registered investment adviser which furnishes investment advice to individual and institutional clients ("Separately Managed Accounts") and to Janus Investment Fund ("JIF"), one series of which is Janus Venture Fund. JIF is an open-end management investment company registered under the 1940 Act. As a result of its role as investment adviser or sub- adviser to the Janus Venture Fund and to the Separately Managed Accounts, Janus Capital may be deemed to be the beneficial owner of the shares of Proffitt's Common Stock held by such funds and accounts. In addition, due to his position as Chairman of the Board and President of Janus Capital, Mr. Bailey may be deemed to share beneficial ownership over such shares of Proffitt's Common Stock. However, Janus Capital and Mr. Bailey disclaim such ownership. Accordingly, the filing of this statement shall not be construed as an admission that KCSI, Mr. Bailey or Janus Capital are, for purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement. Janus Venture Fund 353,815 Separately Managed Accounts 51,675 Total 405,490 (b). Percent of Class: Janus Venture Fund 3.7% Separately Managed Accounts .5% Total 4.2% (c). Number of shares as to which such person has: (i). sole power to vote or to direct the vote 0 (ii). shared power to vote or to direct the vote Janus Venture Fund 353,815 Separately Managed Accounts 51,675 Total 405,490 (iii). sole power to dispose or to 0 direct the disposition of (iv). shared power to dispose or to direct the disposition of Janus Venture Fund 353,815 Separately Managed Accounts 51,675 Total 405,490 Item 5. Ownership of Five Percent or Less of a Class Janus Capital's Separately Managed Account clients and mutual funds, set forth in Item 4 above, have the right to receive all dividends from, and the proceeds from the sale of, the securities held in their respective accounts. Item 6. Ownership of More than Five Percent on Behalf of Another Person N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company KCSI is the majority owner of Janus Capital, a registered investment adviser and joint filer of this statement. Item 8. Identification and Classification of Members of the Group N/A Item 9. Notice of Dissolution of Group N/A Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. JANUS CAPITAL CORPORATION By /s/ David C. Tucker 9/8/94 David C. Tucker, Vice President Date JANUS VENTURE FUND By /s/ David C. Tucker 9/8/94 David C. Tucker, Vice President Date KANSAS CITY SOUTHERN INDUSTRIES, INC. By /s/ David C. Tucker 9/8/94 David C. Tucker Date Under Power of Attorney dated 2/10/94 On File with Schedule 13G for Navigators Group, Inc. 2/11/94 THOMAS H. BAILEY By /s/ David C. Tucker 9/8/94 David C. Tucker Date Under Power of Attorney dated 2/10/94 On File with Schedule 13G for Navigators Group, Inc. 2/11/94 EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Proffitt's Incorporated and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned hereby execute this Agreement as of the 8th day of September , 1994. JANUS CAPITAL CORPORATION By /s/ David C. Tucker David C. Tucker, Vice President JANUS VENTURE FUND By /s/ David C. Tucker David C. Tucker, Vice President KANSAS CITY SOUTHERN INDUSTRIES, INC. By /s/ David C. Tucker David C. Tucker Under Power of Attorney dated 2/10/94 On File with Schedule 13G for Navigators Group, Inc. 2/11/94 THOMAS H. BAILEY By /s/ David C. Tucker David C. Tucker Under Power of Attorney dated 2/10/94 On File with Schedule 13G for Navigators Group, Inc. 2/11/94 -----END PRIVACY-ENHANCED MESSAGE-----