-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SPNBzbOxmVleCJnyLTp4TwuwTHr/zF7vr/q4BjGmlrFwimtfpi8M/eQ5tFU2AwI+ xsFQQNkuMNQSCXZZ+6Vi4w== 0000950131-96-000993.txt : 19960311 0000950131-96-000993.hdr.sgml : 19960311 ACCESSION NUMBER: 0000950131-96-000993 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960308 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROFFITTS INC CENTRAL INDEX KEY: 0000812900 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 620331040 STATE OF INCORPORATION: TN FISCAL YEAR END: 0203 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40274 FILM NUMBER: 96533028 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: CARSON PIRIE SCOTT & CO /IL/ CENTRAL INDEX KEY: 0000910723 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 370175980 STATE OF INCORPORATION: IL FISCAL YEAR END: 0203 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 331 W WISCONSIN AVE CITY: MILWAUKEE STATE: WI ZIP: 53203 BUSINESS PHONE: 4143474141 MAIL ADDRESS: STREET 1: 331 WEST WISCONSIN AVE CITY: MILWAUKEE STATE: WI ZIP: 53203 FORMER COMPANY: FORMER CONFORMED NAME: BERGNER P A & CO DATE OF NAME CHANGE: 19930818 SC 13D 1 SCHEDULE 13D PROFFITT'S, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 PROFFITT'S, INC. ---------------- (Name of Issuer) Common Stock, par value $0.10 per share --------------------------------------- (Title of Class of Securities) 742925100 --------- (CUSIP Number) Charles J. Hansen Carson Pirie Scott & Co. 414-347-5307 331 West Wisconsin Avenue Milwaukee, Wisconsin 53203 -------------------------- (Name, address and telephone number of person authorized to receive notices and communications) February 3, 1996 ---------------- (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box: ___ Check the following box if a fee is being paid with this statement: X - Page 1 of 33 Pages Exhibit Index on Page 9 CUSIP NO. 742925100 Page 2 of 33 pages - ------------------- ------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Carson Pirie Scott & Co. 37-0175980 ________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] ________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________ 4. SOURCE OF FUNDS OO ________________________________________________________________________ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (e) [_] ________________________________________________________________________ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Illinois - -------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 1,026,550 BENEFICIALLY ------------------------ OWNED BY 8. SHARED VOTING POWER EACH Not Applicable REPORTING ------------------------ PERSON 9. SOLE DISPOSITIVE POWER WITH 1,026,550 ------------------------ 10. SHARED DISPOSITIVE POWER Not Applicable ------------------------ ________________________________________________________________________ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,026,550 CUSIP NO. 742925100 Page 3 of 33 pages - ------------------- ------------------- ________________________________________________________________________ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] ________________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.38% (See Item 5) ________________________________________________________________________ 14. TYPE OF REPORTING PERSON CO ________________________________________________________________________ CUSIP NO. 742925100 Page 4 of 33 pages - ------------------- ------------------ Item 1. Security and Issuer This Statement on Schedule 13D relates to shares of Common Stock, par value $0.10 per share ("COMPANY COMMON STOCK"), of Proffitt's, Inc., a Tennessee corporation (the "COMPANY"). The address of the principal executive offices of the Company is P.O. Box 9388, Alcoa, Tennessee. ITEM 2. IDENTITY AND BACKGROUND (a) - (c) This Statement is being filed by Carson Pirie Scott & Co. ("CPS"), an Illinois corporation principally engaged in the business of operating retail department stores in several midwestern states. CPS's principal offices are located at 331 West Wisconsin Avenue, Milwaukee, Wisconsin 53203. The name, business address, present principal occupation or employment and citizenship of each of the directors and executive officers of CPS are set forth in Schedule 1 hereto and are incorporated herein by reference. (d) - (e) During the last five years, neither CPS nor any of its directors or executive officers (i) has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION CPS owned 1,047,500 shares of the common stock of Younkers, Inc. ("YOUNKERS") as of February 3, 1996, the effective time of a merger in which Younkers merged with a subsidiary of the Company (the "MERGER") pursuant to an Agreement and Plan of Merger dated as of October 22, 1995 among the Company, the Company's subsidiary, and Younkers (the "MERGER AGREEMENT"). The Merger Agreement provides that as of the Effective Time (as defined in the Merger Agreement) of the Merger, each outstanding share of Younkers Common Stock will be converted into 0.98 of a share of Company Common Stock. Based on and in accordance with the terms of the Merger Agreement, CPS expects to receive from the Company a certificate or certificates representing in the aggregate 1,026,550 shares of Company Common Stock. CPS has submitted to the exchange agent for the Merger all documentation CPS believes is necessary in order for the exchange agent to issue the certificate or certificates representing the shares. ITEM 4. PURPOSES OF THE TRANSACTION CPS will receive 1,026,550 shares of Company Common Stock in accordance with the Merger Agreement. CUSIP NO. 742925100 Page 5 of 33 pages - ------------------- ------------------ CPS reserves the right to (i) sell or otherwise dispose of any or all of the shares of Company Common Stock or other securities of the Company owned by CPS from time to time, (ii) acquire additional shares of Company Common Stock or other securities of the Company, and (iii) take any other action with respect to the Company or any of its debt or equity securities in any manner permitted by law. CPS, the Company, and Younkers are parties to a Transaction Agreement dated as of January 2, 1996 in which, among other agreements, CPS has agreed not to sell or otherwise dispose of any shares of Company Common Stock during a period beginning on the 30th day prior to the Effective Time and ending on the day that the Company publicly releases combined financial results of the operations of Younkers and the Company for at least 30 days following the Effective Time (the "LIMITATION PERIOD") if, in the reasonable opinion of Coopers & Lybrand, the proposed sale or other disposition would materially and adversely affect the availability of pooling-of-interests accounting for the Merger. In the Transaction Agreement, the Company has agreed to publish, not later than 60 days after the Effective Time, combined financial results of the Company and Younkers for at least 30 days following the Effective Time. A copy of the Transaction Agreement is attached as Exhibit 1 and is incorporated in this Item by reference. On January 11, 1996, CPS notified the Company that it intended to sell some or all of the 1,047,500 shares of Younkers common stock then owned by Carson. On January 15, 1996, Coopers & Lybrand notified CPS that Coopers & Lybrand believed that the proposed sale of the 1,047,500 shares of Younkers common stock or sale of shares of Company Common Stock during the Limitation Period would adversely affect the availability of pooling-of-interest accounting for the Merger. CPS is continuing its efforts to convince Coopers & Lybrand that CPS's sale or other disposition of Company Common Stock during the Limitation Period would not adversely affect the availability of pooling-of-interests accounting for the Merger. Except as disclosed in this Item 4, CPS has no current plans or proposals which relate to or would result in any of the events described in (a) through (j) of the instructions to Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) CPS beneficially owns 1,026,550 shares of Company Common Stock, representing approximately 5.38% of the shares of Company Common Stock outstanding, as reported by the Company as of January 3, 1996. (b) CPS has sole power to vote and sole power to dispose of each of the shares described in (a) of this Item. (c) CPS became the beneficial owner of each of the shares described in (a) of this Item as of February 3, 1996 in accordance with the Merger Agreement. CUSIP NO. 742925100 Page 6 of 33 pages - ------------------- ------------------ (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER CPS and the Company are parties to a Registration Rights Agreement dated as of January 2, 1996. A copy of the Registration Rights Agreement is attached as Exhibit 2 and is incorporated in this Item by reference. Exhibit 1 is incorporated in this Item by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Transaction Agreement dated as of January 2, 1996 among CPS, the Company, and Younkers. Exhibit 2 Registration Rights Agreement dated as of January 2, 1996 between CPS and the Company. 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. Dated: March 8, 1996 CARSON PIRIE SCOTT & CO. By: _______________________ Charles J. Hansen Vice President, General Counsel, and Secretary SCHEDULE 1 The name and present principal occupation or employment of the executive officers and directors of Carson Pirie Scott & Co. are set forth below. Unless otherwise indicated, each person listed below is a citizen of the United States of America. Unless otherwise indicated, the business address of each person listed below is 331 West Wisconsin Avenue, Milwaukee, Wisconsin 53203. 1. STANTON J. BLUESTONE President and Chief Executive Officer and a Director, Carson Pirie Scott & Co. 2. MICHAEL R. MACDONALD Executive Vice President and Chief Administrative Officer and a Director, Carson Pirie Scott & Co. 3. JOHN R. FREUDENTHAL Executive Vice President - Merchandising, Carson Pirie Scott & Co. 4. CATHERINE A. SHAW Executive Vice President - Stores and Visual Presentation, Carson Pirie Scott & Co. 5. EDWARD P. CARROLL, JR. Executive Vice President - Sales Promotion and Marketing, Carson Pirie Scott & Co. 6. ROGER GASTON Executive Vice President - Human Resources, Carson Pirie Scott & Co. 7. JOHN W. BURDEN III Director, Carson Pirie Scott & Co. Partner of Retail Options, Inc., a retail consultant, since November 1993. Formerly Chairman and Chief Executive Officer of Federated Department Stores, Inc. and Allied Stores Corporation, each a department store chain. Mr. Burden's business address is Retail Options, Inc., 15 East 26th Street, New York, New York 10010. 8. MARK DICKSTEIN Chairman of the Board of Directors, Carson Pirie Scott & Co. President of Dickstein Partners Inc. - primarily responsible for directing operations of Dickstein & Co., L.P., Dickstein Focus Fund L.P. and Dickstein International Limited, each of which invests primarily in securities and debt obligations of financially distressed companies and other special situations. The business address of Dickstein Partners Inc. is 9 West 57th Street, New York, New York 10019. 9. CHAIM Y. EDELSTEIN Director, Carson Pirie Scott & Co. Chairman, Hills Stores Company, a discount store chain, since February 1996. Formerly, Chairman and Chief Executive Officer of Abraham & Straus, a division of Federated Department Stores, Inc., a department store chain. Mr. Edelstein's business address is Hills Stores Company, 15 Dan Road, Canton, Massachusetts 02021. 10. MARK L. KAUFMAN Director, Carson Pirie Scott & Co. Vice President of Dickstein Partners Inc., 9 West 57th Street, New York, New York 10019. 11. ROBERT TAMMERO Director, Carson Pirie Scott & Co. President and Chief Executive Officer of Pergament Home Centers, Inc., a home center chain. Mr. Tammero's business address is Pergament Home Centers, Inc., 101 Marcus Drive, Melville, New York 11747. EXHIBIT INDEX PAGE 1 Transaction Agreement dated as of January 2, 1996 10 2 Registration Rights Agreement dated as of January 2, 1996 19 Page 9 of 33 pages EX-99.1 2 TRANSACTION AGREEMENT EXHIBIT 1 TRANSACTION AGREEMENT JANUARY 2, 1996 This is a Transaction Agreement among PROFFITT'S, INC., a Tennessee corporation ("PROFFITT'S"), YOUNKERS, INC., a Delaware corporation ("YOUNKERS"), and CARSON PIRIE SCOTT & CO., an Illinois corporation ("CPS"). PRELIMINARY STATEMENTS A. On October 22, 1995, Proffitt's, Baltic Merger Corporation, and Younkers entered into an Agreement and Plan of Merger (the "MERGER AGREEMENT"). The Merger Agreement, which is subject to the approval of the Proffitt's stockholders and the Younkers stockholders, provides for the merger of Baltic Merger Corporation into Younkers (the "MERGER"). As of the date of this Agreement, CPS is the record and beneficial owner of 1,047,500 shares of the Younkers common stock. The shares of Younkers common stock owned by CPS from time to time during the term of this Agreement are defined as the "CPS SHARES". B. This Agreement includes the following agreements, among others, all of which are subject to the terms of this Agreement: 1. CPS agrees to support publicly, and vote all of the CPS Shares in favor of approval of, the Merger Agreement; 2. CPS agrees not to transfer for specified periods any shares of common stock of Younkers or of Proffitt's if the effect of the transfer would materially and adversely affect pooling-of-interests accounting for the Merger; 3. CPS agrees for a specified period not to make a competing offer for Younkers; and 4. Proffitt's agrees, in a separate Registration Rights Agreement, to register under the Securities Act of 1933, as amended (the "1933 ACT"), the shares of common stock of Proffitt's to be received by CPS upon consummation of the Merger. TERMS AND CONDITIONS Proffitt's, Younkers, and CPS agree as follows: SECTION 1 VOTING OF THE CPS SHARES. (a) THE MERGER. Subject to paragraphs (b) and (d) of this section, CPS will announce publicly its support, and vote the CPS Shares in favor of approval, of the Merger Agreement and each Amendment (defined in paragraph (c) of this section) at the Company Stockholder Meeting (as defined in the Merger Agreement) and at all adjournments and postponements of that meeting. (b) EXCEPTIONS. CPS will have no obligation to announce publicly its support or to vote the CPS Shares in accordance with paragraph (a) of this section, and may withdraw publicly its support and revoke any vote made in accordance with paragraph (a) of this section, if in CPS's reasonable judgment any of the following occur: (i) a third party has made and has not withdrawn a bona fide proposal or offer to acquire Younkers pursuant to a tender or exchange offer, a merger, consolidation, or other business combination or a sale of all or substantially all of Younkers's assets on terms that are more favorable to Younkers's stockholders than the transactions contemplated in the Merger Agreement unless the Younkers board of directors announces publicly that the consideration contemplated to be paid pursuant to the proposal or offer is "grossly inadequate"; (ii) Proffitt's or Younkers suffers a Material Adverse Change (as defined in the Merger Agreement); (iii) Proffitt's or Younkers breaches any agreement with CPS provided in this Agreement or in the Registration Rights Agreement and the breach, either alone or together with other breaches by Proffitt's or Younkers, has, or with the lapse of time would have, a material adverse effect on CPS; or (iv) the Merger does not qualify for pooling-of-interests accounting treatment but only if the nonqualification is due to causes other than the failure of CPS to perform its obligations in this Agreement. (c) DEFINITION OF AMENDMENT. For purposes of this section, "AMENDMENT" means an amendment to the Merger Agreement if, in CPS's reasonable judgment, each of the following conditions is satisfied: (i) the amendment does not reduce the per share or aggregate amount of consideration to be received by CPS in or as a result of the Merger or otherwise to be paid to CPS in the Merger; (ii) the amendment does not purport to treat, or have the effect of treating, CPS, as a shareholder of Younkers or Proffitt's, differently with respect to or as a result of the Merger than any other similarly situated shareholder of Younkers or Proffitt's; and (iii) CPS is not otherwise adversely affected by the amendment. 2 (d) NOMINATION RIGHTS UNAFFECTED. Nothing in this section, in Section 2, or otherwise in this Agreement will restrict CPS's rights as a stockholder of Younkers (i) to nominate persons to serve as directors of Younkers or (ii) after March 1, 1996 to take all actions necessary to elect such persons to the Younkers board of directors. SECTION 2 NO COMPETING OFFERS. During the period that CPS will be obligated to vote the CPS Shares in favor of approval of the Merger Agreement and each Amendment in accordance with Section 1, CPS will not do any of the following without the prior approval of the Younkers board of directors: (a) acquire, agree to acquire, or make any proposal to acquire, directly or indirectly, any securities of Younkers; (b) propose to enter into any merger, consolidation, recapitalization, business combination, or other similar transaction involving Younkers; (c) subject to Section 1(d), make or participate in any "solicitation" of "proxies" (as these terms are used in the proxy rules of the Securities and Exchange Commission (the "SEC")) to vote any voting securities of Younkers; (d) form, join, or participate in a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "1934 ACT") with respect to voting securities of Younkers; or (e) otherwise act alone or in concert with others to seek to control Younkers. SECTION 3 RESTRICTIONS ON TRANSFERS. (a) CPS NOT AN AFFILIATE. Younkers and Proffitt's each (i) will honor and rely on a legal opinion of qualified counsel, who may be the Vice President and General Counsel of CPS, that CPS is not an "affiliate" of Younkers and, after consummation of the Merger, is not an "affiliate" of Proffitt's (as "affiliate" is used for purposes of the 1933 Act, the 1934 Act, and the related rules and regulations of the SEC, including without limitation Accounting Series Releases 130 and 135, as amended, and Staff Accounting Bulletins 65 and 76 of the SEC and paragraphs (c) and (d) of Rule 145 ("RULE 145") promulgated by the SEC under the 1933 Act) and (ii) will not refer to CPS as, or in any way assert that CPS is, an affiliate of Younkers or Proffitt's for any purpose except as required by law. (b) TRANSFER RESTRICTION. During the Limitation Period (defined in paragraph (c) of this section), CPS will not, sell, transfer, or otherwise dispose of, or direct or cause the sale, transfer, or other disposition of, any shares of Younkers common stock or any shares of common stock of Proffitt's, or warrants or options to purchase any such shares, whether owned on the date of this Agreement or acquired after this date, if, in the reasonable opinion of Coopers & Lybrand (expressed in writing and addressed to CPS (a "PROHIBITED SALE NOTICE")), the Merger would otherwise qualify for pooling-of-interests accounting and the proposed sale, transfer, or other disposition would materially and adversely affect the availability of pooling-of-interests accounting for the Merger. CPS will give Proffitt's seven days' advance written notice of any proposed sale, transfer, or other disposition by CPS, that would occur during the Limitation Period, of any shares 3 of Younkers common stock of any shares of common stock of Proffitt's (a "SALE NOTICE"). The first sentence of this paragraph will not restrict or otherwise apply to the proposed sale, transfer, or other disposition referred to in the Sale Notice unless Proffitt's delivers to CPS a Prohibited Sale Notice by 5:00 p.m. (Central Time) on the seventh day after the day Proffitt's receives the Sale Notice. The parties acknowledge that paragraph (a) of this section will not be binding on Coopers & Lybrand. (c) DEFINITION OF LIMITATION PERIOD. For purposes of this section, "LIMITATION PERIOD" means the period beginning on the 30th day prior to the Effective Time (as defined in the Merger Agreement) and ending on the day that Proffitt's publicly releases a report in the form of a quarterly earnings report, registration statement filed with the SEC, a report filed with the SEC on Forms 10-K, 10-Q, or 8-K, or any other public filing, statement, or announcement which includes the combined financial results (including combined sales and net income) of the operations of Younkers and Proffitt's for at least 30 days following the Effective Time. (d) REPORT OF COMBINED RESULTS. Not later than the 60th day following the Effective Time, Proffitt's will publish, within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, combined financial results (including combined sales and net income) of the operations of Younkers and Proffitt's for at least 30 days following the Effective Time. (e) PROFFITT'S TO FILE REPORTS. Proffitt's will use all reasonable efforts to file all reports required to be filed by it pursuant to the 1934 Act and the related rules of the SEC so as to satisfy the requirements of paragraph (c) of Rule 144 under the 1933 Act that there be available current public information with respect to Proffitt's and to that extent to make available to CPS the exemption afforded by Rule 145 with respect to the sale, transfer, or other disposition of shares of Proffitt's common stock owned by CPS. SECTION 4 REGISTRATION RIGHTS AGREEMENT. Proffitt's will register for offer and sale under the 1933 Act the shares of Proffitt's common stock received by CPS in or as a result of the Merger in accordance with and subject to the Registration Rights Agreement attached to this Agreement as Attachment A (the "REGISTRATION RIGHTS AGREEMENT"). The Registration Rights Agreement has been executed by CPS and Proffitt's as of the date of this Agreement and is incorporated into this Agreement by reference. The performance in good faith by Proffitt's of its obligations in the Registration Rights Agreement is an inducement and a condition to the performance by CPS of its obligations in this Agreement. Except as provided in the Registration Rights Agreement, Proffitt's is not obligated to register under the 1933 Act any sale, transfer, or other disposition of the shares of Proffitt's common stock received by CPS in or as a result of the Merger. 4 SECTION 5 DISMISSAL OF LITIGATION. Not later than the fifteenth day after the date of execution of this Agreement, CPS will use its reasonable best efforts to cause the litigation entitled Carson Pirie Scott & Co. v. W. Thomas Gould, et al. (Del. Chan. Civil Action No. 14359) to be dismissed without prejudice. Subject to the next sentence, not later than the first anniversary of the Effective Time, CPS will use its reasonable best efforts to cause the litigation to be dismissed with prejudice. CPS will have no obligation to dismiss the litigation in accordance with this section if Younkers or Proffitt's breaches any agreement with CPS provided in this Agreement or in the Registration Rights Agreement and the breach, either alone or together with other breaches by Proffitt's or Younkers, in CPS's reasonable judgment has, or would have with the lapse of time, a material adverse effect on CPS. SECTION 6 REPRESENTATIONS AND WARRANTIES. (a) OF PROFFITT'S. Proffitt's represents and warrants to Younkers and CPS as follows: (i) Proffitt's has full power and authority to execute and deliver, and to consummate the transactions contemplated by, this Agreement and the Registration Rights Agreement (together, the "CONSTITUENT AGREEMENTS"); (ii) all acts required to be taken by or on the part of Proffitt's to authorize it to perform the Constituent Agreements have been duly and properly taken; (iii) the Constituent Agreements have been duly executed and delivered by Proffitt's and constitute the valid and binding obligations of Proffitt's enforceable in accordance with their terms; and (iv) the execution and delivery by Proffitt's of the Constituent Agreements will not (A) violate any law or (B) conflict with or result in any breach of or constitute a default (or event which with notice or lapse of time or both would become a default) under, any agreement or instrument to which Proffitt's is a party or by which any of its property may be bound or affected in any case in which the conflict, breach, or default would have a material adverse effect on the business, financial condition, or results of operations of Proffitt's. (b) OF YOUNKERS. Younkers represents and warrants to Proffitt's and CPS as follows: (i) Younkers has full power and authority to execute and deliver, and to consummate the transactions contemplated by, this Agreement; 5 (ii) all acts required to be taken by or on the part of Younkers to authorize it to perform this Agreement have been duly and properly taken; (iii) this Agreement has been duly executed and delivered by Younkers and constitute the valid and binding obligations of Younkers enforceable in accordance with its terms; and (iv) the execution and delivery by Younkers of this Agreement will not (A) violate any law or (B) conflict with or result in any breach of or constitute a default (or event which with notice or lapse of time or both would become a default) under, any agreement or instrument to which Younkers is a party or by which any of its property may be bound or affected in any case in which the conflict, breach, or default would have a material adverse effect on the business, financial condition, or results of operations of Younkers. (c) OF CPS. CPS represents and warrants to Proffitt's and Younkers as follows: (i) CPS has full power and authority to execute and deliver, and to consummate the transactions contemplated by, the Constituent Agreements; (ii) all acts required to be taken by or on the part of CPS to authorize it to perform the Constituent Agreements have been duly and properly taken; (iii) the Constituent Agreements have been duly executed and delivered by CPS and constitute the valid and binding obligations of CPS enforceable in accordance with their terms; and (iv) the execution and delivery by CPS of the Constituent Agreements will not (A) violate any law or (B) conflict with or result in any breach of or constitute a default (or event which with notice or lapse of time or both would become a default) under, any agreement or instrument to which CPS is a party or by which any of its property may be bound or affected in any case in which the conflict, breach, or default would have a material adverse effect on the business, financial condition, or results of operations of CPS. SECTION 7 TERMINATION. This Agreement may be terminated as follows: (a) by mutual written consent of Proffitt's, Younkers, and CPS; (b) by CPS upon five days' written notice to Proffitt's and Younkers, if Proffitt's or Younkers fails to comply in any material respect with any of its obligations in the Constituent Agreements; 6 (c) by Proffitt's or Younkers upon five days' written notice to CPS if CPS fails to comply in any material respect with any of its obligations in the Constituent Agreements; (d) by Proffitt's, Younkers, or CPS if the Merger Agreement has been terminated; (e) by CPS if the Merger has not been consummated on or before the close of business on June 30, 1996, but CPS may not terminate this Agreement in accordance with this subparagraph if the failure to consummate the Merger is due to the failure of CPS to perform its obligations in this Agreement; or (f) by CPS if the stockholders of Younkers do not approve the Merger Agreement at the Company Stockholder Meeting or at any adjournment or postponement of that meeting, but CPS may not terminate this Agreement in accordance with this subparagraph if the stockholders of Younkers do not approve the Merger Agreement due to the failure of CPS to perform its obligations in this Agreement. SECTION 8 PUBLIC ANNOUNCEMENTS. Each party to this Agreement will use its reasonable best efforts to consult with the other parties to this Agreement before making any news release or governmental filing regarding this Agreement, except (a) as may be required by law or any listing agreement with or rules of the New York Stock Exchange, Inc. or NASDAQ, or (b) as may be reasonably necessary in order to use any registration form under the 1933 Act. SECTION 9 GENERAL. (a) AMENDMENTS. No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by Proffitt's, Younkers, and CPS. (b) SUCCESSORS AND ASSIGNS; ASSIGNMENTS RESTRICTED. Subject to the next sentence, this Agreement is binding upon each party to this Agreement and its successors and permitted assigns and all references to a party includes their successors and permitted assigns. Neither this Agreement nor any right under this Agreement may be assigned (whether by operation of law or otherwise) by any party, and no purported assignment will be given effect, without the prior written consent of the other parties to this Agreement. (c) NOTICES. All notices, demands, and requests required or permitted under this Agreement will be in writing, and must be personally served, telecopied, telexed or sent by courier service or United States mail and will be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy (such 7 receipt evidenced by a confirmation from the sender's telecopy machine that the notice was sent) or telex or if mailed, five days after deposit in the United States mail (registered or certified, with postage prepaid and return receipt requested) addressed to the party so notified and sent to the address so indicated as follows: if to Proffitt's: Proffitt's, Inc. 5810 Shelby Oaks Drive Memphis, Tennessee 38134 Attention: Mr. R. Brad Martin Proffitt's, Inc. 3455 Highway 80 West Jackson, Mississippi 39209 Attention: Mr. Brian J. Martin if to Younkers: Younkers, Inc. 7th and Walnut Streets Des Moines, Iowa 50397 Attention: Mr. W. Thomas Gould if to CPS: Carson Pirie Scott & Co. 331 West Wisconsin Avenue Milwaukee, Wisconsin 53203 Attention: Mr. Michael R. MacDonald with a copy to: Mr. Charles J. Hansen Carson Pirie Scott & Co. 331 West Wisconsin Avenue Milwaukee, Wisconsin 53203 Each party may specify a different address or addressee upon giving five days' written notice to the other parties. (d) TIME OF THE ESSENCE. Time will be of the essence for the performance of this Agreement. 8 (e) INTEGRATION; INDUCEMENTS; NO THIRD-PARTY BENEFICIARIES. The Constituent Agreements constitute the entire agreements among Proffitt's, Younkers, and CPS concerning all matters covered by the Constituent Agreements. Any other understandings concerning the matters covered by the Constituent Agreements are void and of no effect. The performance in good faith by each of Younkers, Proffitt's, and CPS of its obligations in the Constituent Agreements is an inducement and a condition to the performance by each other party of its obligations in the Constituent Agreements. This Agreement is not intended to confer upon any person other than Proffitt's, Younkers, and CPS any rights or remedies. (f) HEADINGS. All section and paragraph headings in this Agreement are for convenience of reference and are not to be used to interpret this Agreement. (g) GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of Illinois (without giving effect to choice of laws principles). PROFFITT'S, INC. By: /s/ BRIAN J. MARTIN --------------------------------- Senior Vice President YOUNKERS, INC. By: /s/ W. THOMAS GOULD --------------------------------- Chief Executive Officer CARSON PIRIE SCOTT & CO. By: /s/ CHARLES J. HANSEN --------------------------------- Vice President 9 EX-99.2 3 REGISTRATION RIGHTS EXHIBIT 2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into as of January 2, 1966, by and between Proffitt's, Inc., a Tennessee corporation ("Proffitt's") and Carson Pirie Scott & Co., an Illinois corporation ("CPS"). RECITALS WHEREAS, on October 22, 1995, Proffitt's, Baltic Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Proffitt's, and Younkers, Inc., a Delaware corporation ("Younkers"), entered into an Agreement and Plan of Merger (the "Merger Agreement"); WHEREAS, the Merger Agreement provides for the merger of Baltic with and into Younkers (the "Merger"), with each share of the Younkers common stock, par value $0.01 per share, being converted into 0.98 shares of the Proffitt's common stock, par value $0.10 per share ("Proffitt's Common Stock"); WHEREAS, CPS is the record and beneficial owner of 1,047,500 shares of Younkers Common Stock and, accordingly, will receive shares of Proffitt's Common Stock (the "Shares") in connection with the Merger; WHEREAS, subject to the terms, provisions and conditions contained in this Agreement, Proffitt's agrees to register the Shares for offer and sale pursuant to the Securities Act of 1933, as amended (the "1933 Act"); and WHEREAS, the good faith performance by Proffitt's of its obligations hereunder is an inducement and a condition to the performance by CPS of its obligations under that certain Transaction Agreement dated as of an even date herewith by and among Proffitt's, Younkers and CPS. AGREEMENT NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, Proffitt's and CPS agree as follows: Section 1. Definitions. As used in this Agreement, the following defined terms shall have the following meanings: (a) Agreement. See the definition set forth in the Preamble. (b) CPS. See the definition set forth in the Preamble. (c) Demand Registration. See the definition set forth in Section 2(a). (d) Exchange Act. See the definition set forth in Section 4(m). (e) Holder. CPS and the subsequent registered holder of Registrable Securities, if any, becoming the Holder upon assignment and delegation in accordance with Section 9(b). (f) Indemnified Party. See the definitions set forth in Sections 5(a) and 5(b). (g) Indemnifying Party. See the definition set forth in Section 5(c). (h) Limitation Period. See the definition set forth in Section 8. (i) Merger. See the definition set forth in the Recitals. (j) Merger Agreement. See the definition set forth in the Recitals. (k) NASDAQ National Market System. The National Association of Securities Dealers Automated Quotation System National Market System. (l) Person. An individual, partnership, corporation, trust, or unincorporated organization, or a government or agency or political subdivision thereof. (m) Piggyback Notice. See the definition set forth in Section 3(a). (n) Piggyback Registration. See the definition set forth in Section 3(a). (o) Proffitt's. See the definition set forth in the Preamble. (p) Proffitt's Common Stock. See the definition set forth in the Recitals. (q) Prospectus. The prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus. (r) Registrable Securities. Shares of Proffitt's Common Stock to be obtained by CPS in connection with the Merger. (s) Registration Expenses. See the definition set forth in Section 6. (t) Registration Period. See the definition set forth in Section 2(b). 2 (u) Registration Statement. Any registration statement of Proffitt's which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement. (v) SEC. The Securities and Exchange Commission. (w) Shares. See the definition set forth in the Recitals. (x) Smith Barney. Smith Barney Inc. (y) Termination Date. The earlier of (i) December 31, 1997, or (ii) the date upon which CPS's ownership of Registrable Securities first constitutes less than 2.5% of the issued and outstanding shares of Proffitt's Common Stock. (z) Underlying Registration. See the definition set forth in Section 3(a). (aa) Underwriter. See the definition set forth in Section 5(a). (bb) Younkers. See the definition set forth in the Recitals. (cc) 1933 Act. See the definition set forth in the Recitals. Section 2. Demand Registration. (a) Obligation to File. Prior to the Termination Date and upon written notice to Proffitt's, the Holder may request that Proffitt's effect the registration under the 1933 Act of the Registrable Securities (a "Demand Registration"); provided, however, that the Holder shall not give notice requesting a Demand Registration within 120 days after the termination of an offering in which the Holder could have exercised its "piggyback registration rights" under Section 3 of this Agreement with respect to all of the Registrable Securities. Proffitt's shall be obligated to effect and maintain only one Demand Registration pursuant to this Section 2. Upon receipt of notice under this Section 2(a), Proffitt's shall as promptly as practicable file a Registration Statement for the offering of all of the Registrable Securities on a continuous or delayed basis and shall use its reasonable best efforts to have the Registration Statement declared effective as soon as practicable after such filing. Proffitt's may postpone the filing of a Registration Statement under this Section 2(a) for a reasonable period (not to exceed sixty (60) days) if in its judgment such filing would require the disclosure of material information that Proffitt's has a bona fide business purpose for preserving as confidential. (b) Obligation to Maintain. Proffitt's will use its reasonable best efforts 3 to keep the Demand Registration continuously effective for the period (the "Registration Period") beginning on the date the Demand Registration Statement is declared effective and ending on the later of (i) six months following the date on which the Demand Registration Statement is declared effective plus the total number of days of suspension of the Holder's right to sell under subparagraphs (a) and (d) of this section, Section 4, and Section 8(a); and (ii) the Termination Date plus the total number of days of suspension of the Holder's right to sell under subparagraphs (a) and (d) of this section, Section 4, and Section 8(a). During the Registration Period, Proffitt's shall supplement or make amendments to the Demand Registration Statement as required by the 1933 Act or by the rules and regulations promulgated thereunder and shall use its reasonable best efforts to have any such supplement or amendment declared effective as soon as practicable after its filing. (c) Selection of Underwriters. If any of the Registrable Securities covered by the Demand Registration are to be sold in an underwritten offering, Proffitt's will engage Smith Barney or Merrill, Lynch & Co., as the Holder may select, or a similar firm mutually acceptable to Proffitt's and Holder, to act as the lead underwriter of the offering on terms customary for this type of offering, provided, however, that, in the event that any firm other than Smith Barney is selected as lead underwriter, such selection shall be subject to the execution by the selected firm of a confidentiality agreement of customary form reasonably acceptable to Proffitt's. (d) Suspension of Sales. Proffitt's shall have the right to require the Holder not to sell any Registrable Securities under the Demand Registration during one or more periods aggregating not more than 120 days in each twelve month period during the Demand Registration if (i) Proffitt's would, in accordance with advice of its counsel, be required to disclose in the Prospectus information not otherwise then required by law to be publicly disclosed; and (ii) in the sole judgment of Proffitt's Board of Directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the Prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation, or otherwise materially and adversely affect Proffitt's. (e) Notice. In the event that (i) Proffitt's suspends sales of Registrable Securities pursuant to Section 2(d) of this Agreement, or (ii) the Registration Statement or any related Prospectus ceases to be accurate and requires revision so that such Registration Statement or Prospectus will not contain any untrue statement of a material fact nor omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, Proffitt's shall give the Holder prompt notice of such event. (f) Inclusion of Other Securities. Proffitt's , and any other holder of Proffitt's securities who has registration rights, may include its securities in any Demand Registration effected pursuant to this Section 2; provided, however, that if 4 the offering is an underwritten offering and the lead underwriter advises the Holder in writing that the total amount or kind of securities which Proffitt's or any such holder intends to include in such proposed offering is sufficiently large to materially adversely affect the success of the proposed offering requested by the Holder, then the amount or kind of securities to be offered for the account of Proffitt's or any such holder shall be reduced to the extent necessary to reduce the total amount or kind of securities to be included in such proposed offering to the amount and kind recommended by such lead underwriter. Section 3. Piggyback Registration. (a) Right to Piggyback. Except during the Registration Period and subject to this Section 3, in the event Proffitt's proposes to register any of its securities under the 1933 Act (an "Underlying Registration") and the registration form to be used in connection with the Underlying Registration may be used for the registration of the Registrable Securities, Proffitt's shall give the Holder prompt notice of its intention to effect the registration (the "Piggyback Notice"). Upon written notice to Proffitt's within thirty (30) days after its receipt of the Piggyback Notice, the Holder may request that Proffitt's include the Registrable Securities in the Underlying Registration (the "Piggyback Registration"). Proffitt's shall be obligated to cause a Piggyback Registration Statement to become effective pursuant to this Section 3 only once, unless any shares of Registrable Securities are excluded from the offering by the lead underwriter in accordance with paragraph (b) of this Section, in which event CPS will be entitled to request that Proffitt's include the excluded Registrable Securities in an Underlying Offering in accordance with this Section until all of the Registrable Securities have been included in a Piggyback Registration. (b) Underwritten Registrations. If the Underlying Registration is an underwritten registration and the lead underwriter advises Proffitt's in writing that, in their opinion, inclusion of the Registrable Securities in the offering would materially adversely affect the success of the offering, the lead underwriter for the offering may, in its sole discretion, exclude some or all of the Registrable Securities from the offering before the securities offered by Proffitt's or any other holder of demand or piggyback rights included therein that have been granted in an agreement executed prior to the date of this Agreement are so excluded. 5 (c) Merger, Consolidation, etc. Notwithstanding anything in this Section 3 to the contrary, the Holder shall have no right to a Piggyback Registration in connection with any distribution or registration of equity securities by Proffitt's which is a result of a merger, consolidation, acquisition, exchange offer, recapitalization, other reorganization, dividend reinvestment plan, stock option plan or other employee benefit plan, or any similar transaction having the same effect. (d) Right to Terminate Underlying Registration. Proffitt's shall have the right in good faith to terminate or withdraw the Underlying Registration at any time prior to its effectiveness. Section 4. Registration Procedures. In connection with Proffitt's obligations with respect to the Demand Registration and a Piggyback Registration pursuant to this Agreement, Proffitt's shall use its reasonable best efforts to effect or cause to be effected the registration of the Registrable Securities under the 1933 Act to permit the sale of such Registrable Securities by the Holder in accordance with the intended method or methods of distribution thereof, and pursuant thereto, Proffitt's shall, as soon as practicable: (a) prepare and file with the SEC, in accordance with the time periods specified herein, the requisite Registration Statement with respect to the Demand Registration or the Piggyback Registration, as the case may be, on any appropriate form under the 1933 Act, which form shall be available for the sale of the Registrable Securities in accordance with the intended method or methods of distribution thereof and shall include all financial statements required by the SEC to be filed therewith, and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective in accordance with this Agreement; (b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period; cause the Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the 1933 Act; and to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the Holder set forth in such Registration Statement or supplement to the Prospectus; (c) furnish to the Holder and to each underwriter, if any, a reasonable number of copies of a Prospectus and preliminary Prospectus for delivery in conformity with the requirements of the 1933 Act, and such other documents as the Holder or underwriter may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities, but only while Proffitt's shall be required under the provisions hereof to cause the Registration Statement to remain 6 effective; (d) use its reasonable best efforts to register or qualify the Registrable Securities covered by the Registration Statement under all other applicable state securities or "blue sky" laws of such jurisdictions as the Holder shall reasonably request by the time the applicable Registration Statement is declared effective by the SEC, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by the Holder; provided, however, that Proffitt's shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 4(d), (ii) subject itself to taxation in any such jurisdiction, or (iii) submit to the general service of process in any such jurisdiction; (e) notify the Holder promptly, and if requested by the Holder, confirm such advice in writing (i) when the Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to the Registration Statement and Prospectus or for additional information, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, (iv) if, between the effective date of any Registration Statement and the closing of any sale of securities to which it relates, the representations and warranties of Proffitt's contained in the underwriting agreement, if any, relating to the offering cease to be true and correct of if Proffitt's receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (v) of the happening of any event during the period the Registration Statement is effective which in the judgment of Proffitt's makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or which requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading; (f) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the qualification of any Registrable Securities for sale in any jurisdiction, at the earliest possible moment; (g) upon request, furnish to the lead underwriter of an underwritten offering, if any, of Registrable Securities, without charge, at least one signed copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits; (h) cooperate with the Holder and the lead underwriter of an underwritten 7 offering of Registrable Securities, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as such lead underwriter may reasonably request at least three business days prior to any sale of Registrable Securities to the underwriters; (i) upon the occurrence of any event contemplated by Section 4(e)(iv) or Section 4(e)(v) hereof, use its reasonable best efforts to prepare a supplement or post-effective amendment to the Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other document so that, as thereafter delivered to the purchasers of the Registrable Securities, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made, not misleading; (j) enter into an underwriting agreement, if the Registrable Securities are to be sold in an underwritten offering, with each underwriter, which agreement is customary in form, substance and scope, use its reasonable best efforts to obtain any opinions of counsel or accountants' "cold comfort" letters referred to therein, and take all such other reasonable actions in connection therewith in order to expedite or facilitate the disposition of Registrable Securities in an underwritten offering or, if the Registrable Securities are to be sold pursuant to a "best efforts" underwriting, to enter into an agreement therefore with each underwriter, which agreement is customary in form, substance and scope; (k) make available for inspection by any underwriter participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by any such underwriter, all financial and other records, pertinent corporate documents and properties of Proffitt's, and cause Proffitt's officers, directors and employees to supply all information reasonably requested by such underwriter, and any attorney or accountant in connection with any such Registration Statement; provided, however, that such underwriter, and such other attorney or accountant agree in writing to keep confidential any records, information or documents that are designated by Proffitt's as confidential unless disclosure of such records, information or documents is required by court or administrative order after the exhaustion of appeals therefrom; (l) deliver to the Holder and to each underwriter of any underwritten offering of Registrable Securities, without charge, as many copies of the Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as the Holder or such underwriters may reasonably request; (m) promptly prior to the filing of the Registration Statement, any 8 Prospectus or any other document (other than periodic reports on Form 10-K, Form 10-Q or Form 8-K, or any successor forms to be filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) which is to be incorporated by reference into the Registration Statement or the Prospectus after initial filing of the Registration Statement, provide copies of such document to the Holder and the lead underwriter of an underwritten offering of Registrable Securities, if any, and make Proffitt's representatives available for discussion of such document; (n) use its reasonable best efforts to cause all Registrable Securities covered by the Registration Statement to be listed on the NASDAQ National Market System, or any securities exchange on which similar securities issued by Proffitt's are then listed; (o) comply with all applicable rules of the SEC relating to registration statements and the distribution of securities and otherwise necessary in order to perform the obligations of Proffitt's under this Agreement; and (p) take all other reasonable steps necessary and appropriate to effect all registrations in the manner contemplated by this Agreement. Proffitt's may require the Holder to use its reasonable best efforts to furnish to Proffitt's such information regarding the distribution of such Registrable Securities as Proffitt's may from time to time reasonably request in writing. The Holder agrees that, upon receipt of any notice from Proffitt's of the happening of any event of the kind described in Section 4(e)(iv) or Section 4(e)(v), the Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement covering the Registrable Securities until the Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(e) hereof, and, if so directed by Proffitt's, the Holder will deliver to Proffitt's (at Proffitt's expense) all copies in its possession, other than permanent file copies then in the Holder's possession, of the Prospectus covering the Registrable Securities current at the time of receipt of such notice. In the event Proffitt's shall give any notice, Proffitt's shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice pursuant to Section 4(e) hereof to and including the date when the Holder shall have received copies of the supplemented or amended Prospectus contemplated by Section 4(e) hereof. Section 5. Indemnification and Contribution. (a) Indemnification by Proffitt's. In the event Proffitt's registers Registrable Securities pursuant to Section 2 or Section 3 hereof, Proffitt's agrees to indemnify and hold harmless each Person who participates as a underwriter 9 ("Underwriter"), the Holder and each Person, if any, who controls the Holder or an Underwriter within the meaning of Section 15 of the 1933 Act, and their respective directors and officers (an "Indemnified Party") as follows: (i) against any and all loss, claim, damage and expense whatsoever arising out of any untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) pursuant to which Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of Proffitt's; and (iii) against any and all expense whatsoever (including reasonable fees and disbursements of counsel chosen by the Holder or any Underwriter) reasonably incurred in investigating, preparing or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subsections (i) and (ii) of this Section 5(a); provided, however, that this indemnity agreement does not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to Proffitt's by the Holder or any Underwriter expressly for use in the Registration Statement (or any amendment thereto) or any preliminary Prospectus or the Prospectus (or any amendment or supplement thereto); provided, further, however, that this indemnity agreement with respect to any preliminary or amended preliminary Prospectus shall not inure to the benefit of any 10 Underwriter (or to the benefit of any Person controlling such Underwriter) from whom the Person asserting any such loss, expense, liability or claim purchased the Registrable Securities which are the subject thereof if the Prospectus corrected any such alleged untrue statement or omission and if such Underwriter failed to send or give a copy of the Prospectus to such Person at or prior to the written confirmation of the sale of such Registrable Securities to such Person. (b) Indemnification by the Holder. The Holder agrees to indemnify and hold harmless Proffitt's and each Underwriter, and each of their respective directors and officers (including each officer of Proffitt's who signed the Registration Statement), and each Person, if any, who controls Proffitt's and any Underwriter within the meaning of Section 15 of the 1933 Act (an "Indemnified Party"), against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5(a) hereof, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to Proffitt's by the Holder expressly for use in the Registration Statement (or any amendment thereto) or such preliminary Prospectus or the Prospectus (or any amendment or supplement thereto). (c) Conduct of Indemnification Proceedings. Each Indemnified Party shall give prompt notice to each indemnifying party (the "Indemnifying Party") of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an Indemnifying Party shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. An Indemnifying Party may, at its own expense, participate in and direct the defense of such action. In no event shall the Indemnifying Parties be liable for the fees and expenses of more than one counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. (d) Contribution. If the indemnification provided for in this Section 5 is unavailable to a party entitled to indemnification in respect of any losses, liabilities, claims, damages and expenses referred to herein, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, liabilities, claims, damages and expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the parties or (ii) if such allocation is not permitted by applicable law, the relative fault of the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements or omissions which resulted in losses, liabilities, claims, damages and expenses as well as other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of 11 a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party or the Indemnified Party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Proffitt's and the Holder acknowledge that it would not be just and equitable if contribution pursuant to this Section 5(d) were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the prior provisions of this Section 5(d). Notwithstanding anything herein to the contrary, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Section 6. Registration Expenses. All expenses incident to the performance by Proffitt's of its obligations under this Agreement, including, without limitation, all (i) registration and filing fees, (ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications and registrations (or the obtaining of exemptions) of the Registrable Securities), (iii) printing expenses (including expenses of printing Prospectuses), (iv) messenger and delivery expenses, (v) internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (vi) fees and disbursements of its counsel and independent certified public accountants (including the expenses associated with any special audit or comfort letters required by or incident to performance or compliance), (vii) reasonable fees and expenses of any special experts retained by Proffitt's in connection with any registration, (viii) securities act liability insurance, if any, and (ix) reasonable fees and expenses of other Persons retained by Proffitt's (all such expenses referred to as the "Registration Expenses"), will be borne by Proffitt's. Registration Expenses shall not include any underwriting discounts, commissions or fees attributable to the sale of the Registrable Securities, or any fees, expenses and disbursements of counsel, accountants or other Persons retained by the Holder in connection with the offering of Registrable Securities pursuant to this Agreement. Such expenses shall be borne by the Holder. Section 7. Rule 144. Proffitt's shall use its reasonable best efforts to file the reports required to be filed by it under the 1933 Act and the Exchange Act and all rules and regulations promulgated by the SEC thereunder. Proffitt's shall take such additional actions as the Holder shall reasonably request to the extent required from time to time to enable the Holder to sell Registrable Securities without registration under the 1933 Act within the limitations of the exemptions provided by Rule 144 thereunder. Section 8. Holdback Agreements. (a) Restrictions on Public Sales by the Holder. If the Holder is timely notified in writing by the lead underwriter for an underwritten offering by Proffitt's to be effected by a registration under the 1933 Act, the Holder shall not effect any 12 public sale or distribution (including a sale pursuant to Rule 144) of Registrable Securities during a Limitation Period (as defined below), except as part of a Demand Registration or a Piggyback Registration. (b) Restriction on Public Sales by Proffitt's. Proffitt's shall not effect any public sale or distribution of the following securities during a Limitation Period: (i) securities of Proffitt's that are the same class or series as Registrable Securities (other than pursuant to an employee stock option, stock purchase, stock bonus or similar plan, pursuant to a merger, consolidation, exchange offer or a transaction of the type specified in Rule 145(a) under the 1933 Act); or (ii) securities of Proffitt's similar to securities referred to in clause (i) immediately above or securities of Proffitt's convertible into or exchangeable or exercisable for the securities referred to in clause (i) immediately above. (c) Limitation Period. For purposes of this Section 8, "Limitation Period" shall mean the period beginning on the 10th day prior to the effective date of a Registration Statement and ending on the later of (i) the completion of the distribution of the securities pursuant to the offering and (ii) 90 days after the effective date of the applicable Registration Statement. Section 9. Miscellaneous. (a) Amendments. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented except in writing and signed by Proffitt's and the Holder. (b) Successors, Assigns and Transferees. This Agreement will be binding upon and will inure to the benefit of Proffitt's, CPS, the Person, if any, that becomes the Holder after the date of this Agreement and each person that succeeds to any of them by operation of law. CPS may assign its rights, and delegate its obligations, under this Agreement to any Person that acquires from CPS all Registrable Securities that CPS owns at the time of the assignment and delegation, if the Person acquires at least 513,276 shares of the Registrable Securities (the number of shares to be reduced appropriately to reflect reverse stock splits, recapitalizations, and other transactions that have the effect of reducing proportionately the number of shares of Proffitt's Common Stock held by Proffitt's stockholders). Upon the assignment and delegation, the Person will become the Holder for all purposes of this Agreement and, subject to Section 5(b), CPS will have no liability or obligation under this Agreement from and after the time of assignment and delegation. 13 (c) Integration. This Agreement and the documents referred to in, or delivered pursuant to, this Agreement that form a part of this Agreement contain the entire understanding of Proffitt's and CPS with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly provided in this Agreement. This Agreement supersedes all prior agreements and understandings between Proffitt's and CPS with respect to its subject matter. (d) Notices. All notices, demands and requests required or permitted hereunder shall be in writing, and shall be personally delivered, telecopied, telexed or sent by courier service or United States mail and will be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy (such receipt evidenced by a confirmation from the sender's telecopy machine that the notice was sent) or telexed, or if mailed, five days after deposit in the United States mail (registered or certified, with postage prepaid return receipt requested) addressed to the party so notified and sent to the address or number so indicated as follows: if to Proffitt's: Proffitt's, Inc. 5810 Shelby Oaks Drive Memphis, Tennessee 38134 Attention: Mr. R. Brad Martin Proffitt's, Inc. 3455 Highway 80 West Jackson, Mississippi 39209 Attention: Mr. Brian J. Martin if to CPS: Carson Pirie Scott & Co. 331 West Wisconsin Avenue Milwaukee, Wisconsin 53203 Attention: Mr. Michael R. MacDonald With a Copy to: Mr. Charles J. Hansen Carson Pirie Scott & Co. 331 West Wisconsin Avenue Milwaukee, Wisconsin 53203 14 Each party may specify a different address or addressee upon giving five days' prior written notice to the other party. (e) Headings. All section and paragraph headings in this Agreement are for convenience of reference and are not to be used to interpret this Agreement. (f) Severability. If any provision, paragraph, sentence, clause, phrase or sentence in this Agreement is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of the provision, paragraph, sentence, clause, phrase or sentence, in every other respect and of the remaining provisions, paragraphs, sentences, clauses, phrases and sentences of this Agreement will not be in any way impaired, it being intended that all rights, powers and privileges of Proffitt's and the Holder will be enforceable to the fullest extent permitted by law. (g) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Tennessee (without giving effect to choice of law principles). (h) Termination. This Agreement shall terminate on the Termination Date; provided, however, Section 5 shall survive the termination of this Agreement. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the date first written above. Proffitt's, Inc. ("Proffitt's") By: /s/ Brian J. Martin --------------------------------- Printed: Brian J. Martin ---------------------------- Its: Senior Vice President -------------------------------- Carson Pirie Scott & Co. ("CPS") By: /s/ Charles J. Hansen --------------------------------- Printed: Charles J. Hansen ---------------------------- Its: Vice President -------------------------------- 15 -----END PRIVACY-ENHANCED MESSAGE-----