-----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, UgTY+qKK7o1OcmMzt2JWXjUTyfDLZDlMbnSW5mbbLhaCVVqzYIpU1CMg4c1tnZlC FmRukBexu01i2aIl4ach0g== 0000906555-96-000066.txt : 19961218 0000906555-96-000066.hdr.sgml : 19961218 ACCESSION NUMBER: 0000906555-96-000066 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961011 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961217 SROS: NYSE FILER: 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15907 FILM NUMBER: 96682075 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 8-K/A 1 =================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 11, 1996 PROFFITT'S, INC. (Exact name of registrant as specified in its charter) Tennessee 0-15907 62-0331040 (State of (Commission File (I.R.S. Employer incorporation) Number) Identification No.) P.O. Box 9388 Alcoa, Tennessee 37701 (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code (423) 983-7000 N/A (Former name or former address, if changed since last report) Item 2. Acquisition or Disposition of Assets On October 11, 1996, the registrant, Proffitt's, Inc., a Tennessee corporation ("Proffitt's), completed a merger with Parisian, Inc, an Alabama corporation ("Parisian") in which a wholly owned subsidiary of Proffitt's was merged with and into Parisian, with Parisian surviving the merger as a wholly owned subsidiary of Proffitt's. In connection with the merger, each outstanding common share $0.01 par value of Parisian was converted into a right to receive $15.00 in cash and .4006 shares of the common stock, $.10 par value, of Proffitt's (the "Proffitt's Common Stock"), for an aggregate consideration of approximately $110 million in cash and approximately 2.9 million shares of Proffitt's Common Stock. Parisian is a regional specialty department store company which operates 38 stores in Alabama, Florida, Georgia, Indiana, Michigan, Ohio, South Carolina, and Tennessee. In connection with the merger, Proffitt's issued its Guaranty of the $125 million in outstanding principal amount of the 9 7/8% Senior Subordinated Notes due 2003 of Parisian (the "Notes"), pursuant to a Supplemental Indenture, dated as of October 11, 1996 among Proffitt's, Parisian and AmSouth Bank of Alabama, as trustee. Proffitt's paid to each holder of a Note consenting to approval of the Supplemental Indenture, $10.00 per $1,000 of principal amount of such holder's Notes for an aggregate payment of approximately $1.2 million. Funds for the cash consideration paid to Parisian shareholders, the consent payments to holders of Notes and certain expenses and investment advisory fees in the aggregate amount of approximately $4.3 million incurred in connection with the merger were provided by borrowing under a $275 million credit facility pursuant to a Credit Facilities and Reimbursement Agreement dated October 11, 1996, by and among Proffitt's, certain lenders, and NationsBank of Texas, National Association. Item 7. Financial Statements and Exhibits 7(a). The audited financial statements of Parisian required by this Item have been previously reported (as defined in Rule 12b-2 under the Securities Exchange Act of 1934). The following unaudited financial statements of Parisian included herein have been derived from the financial statements provided in Parisian's Quarterly Report on Form 10-Q for the quarter ended August 3, 1996: Consolidated Balance Sheet as of August 3, 1996 Consolidated Statements of Operations for the periods from January 29, 1995 through July 29, 1995 and February 4, 1996 through August 3, 1996 Consolidated Statements of Changes in Shareholders' Equity for the periods from January 29,1995 through July 29, 1995 and February 4, 1996 through August 3, 1996 Consolidated Statements of Cash Flows for the periods from January 29, 1995 through July 29, 1995 and February 4, 1996 through August 3, 1996 Notes to Consolidated Financial Statements 7(b). The pro forma statement of income for the fiscal year ended February 3, 1996 required by this Item has been previously reported. The following pro forma financial information is included herein: Pro Forma Condensed Combined Income Statement (Unaudited) For the Six Months Ended August 3, 1996 Notes to Pro Forma Condensed Combined Income Statement Pro Forma Condensed Combined Balance Sheet (Unaudited) as of August 3, 1996 Notes to Pro Forma Condensed Combined Balance Sheet 7(c). The following exhibits are furnished as required by Item 7(c): Exhibit Number Description 2* Agreement and Plan of Merger dated July 8, 1996, among Proffitt's, Inc., Casablanca Merger Corp. and Parisian, Inc. (Incorporated by reference to Exhibit 2 to the Registrant's Current Report on Form 8-K filed July 18, 1996). 4.1* Credit Facilities and Reimbursement Agreement by and among Proffitt's, Inc., certain lenders and NationsBank of Texas, National Association, as Agent. 4.2* Registration Rights Agreement (incorporated by reference to Appendix III to the prospectus dated August 16, 1996, included in the Registrant's Registration Statement on Form S-4, Reg. No. 333-09043). 4.3* Form of Supplemental Indenture (incorporated by reference to Exhibit 4(d) to the Registrant's Registration Statement on Form S-3, Reg. No. 333-09941). ___________________________ * Previously filed [SPACE INTENTIONALLY LEFT BLANK] Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PROFFITT'S, INC. Date: December 16, 1996 By: /s/ R. Brad Martin R. Brad Martin, Chairman of the Board and Chief Executive Officer
Parisian, Inc. and Subsidiaries Consolidated Balance Sheet (Unaudited) August 3, 1996 ASSETS Cash and cash equivalents $ 996,881 Restricted cash and short term investments 1,860,000 Accounts receivable, net 31,933,816 Merchandise inventories 147,083,285 Prepaid expenses 8,450,984 Deferred income taxes 3,668,660 Federal and state income tax receivable 3,531,082 ------------------ Total current assets 197,524,708 Property and equipment, less accumulated depreciation and amortization 72,175,978 Goodwill, net 59,334,112 Deferred financing costs, net 3,309,739 Other 11,923,914 ------------------ Total assets $ 344,268,451 =========== LIABILITIES Short-term debt, including current portion of long-term debt $ 3,031,800 Accounts payable 44,040,585 Accrued store rent 1,314,336 Sales tax payable 5,460,444 Other 12,308,667 ------------------ Total current liabilities 66,155,832 Long-term debt, less current portion above 158,179,900 Deferred income taxes 8,287,214 Store opening reimbursements 27,202,044 Other 3,542,100 ------------------ Total liabilities 263,367,090 ------------------ SHAREHOLDER'S EQUITY Convertible preferred stock, par value $.01 per share, 12,000,000 shares, none issued Common stock, par value $.01 per share, authorized 65,000,000 shares, issued and outstanding 7,355,846 shares 73,558 Paid-in capital 87,959,792 Accumulated deficit (7,131,989) ----------------- Total shareholders' equity 80,901,361 ----------------- Total liabilities and shareholders' equity $ 344,268,451 =========== See notes to unaudited consolidated financial statements
Parisian, Inc. and Subsidiaries Consolidated Statements of Operations (1) (Unaudited) For the period from: ----------------------------- January 29, February 4, 1995 1996 through through July 29, 1995 August 3, 1996 ------------------------------------ Net sales, including lease departments $ 288,552,429 $ 307,954,521 Costs and expenses: Cost of sales 176,540,248 192,560,187 Selling, general and administrative expenses 76,815,462 80,745,008 Other operating expenses: Property and equipment rentals 14,006,873 15,376,770 Depreciation and amortization 6,533,587 5,896,682 Taxes other than income taxes 6,819,942 6,958,069 ---------------- ---------------- Operating Income 7,836,317 6,417,805 Other income (expense): Finance charge income 3,529,729 4,196,543 Interest expense (8,876,993) (8,505,999) Other income , net 1,182,599 276,777 ---------------- ---------------- Income before provision for income taxes 3,671,652 2,385,126 Provision for income taxes 1,766,590 1,414,602 ---------------- ---------------- Net income $ 1,905,062 $ 970,524 =========== ========== Net income per common and common equivalent share $ 0.26 $ 0.13 =========== ========== Weighted average common and common equivalent shares 7,355,846 7,355,846 =========== ========== See notes to unaudited consolidated financial statements
Parisian, Inc. and Subsidiaries Consolidated Statement of Changes in Shareholders' Equity (Unaudited) For the periods from January 29, 1995 through July 29, 1995 and February 4, 1996 through August 3, 1996 Total Common Paid-In AccumulatedShareholders' Stock Capital Deficit Equity ------------- ------------- ------------------------ Balance, January 29, 1995 $ 73,558 $ 87,959,792 $ (16,880,517) $ 71,152,833 Net loss 1,905,062 1,905,062 --------------- ------------------------------ --------------- Balance, July 29, 1995 $ 73,558 $ 87,959,792 $ (14,975,455) $ 73,057,895 ========= ========== ========== ========= Balance, February 4, 1996 $ 73,558 $ 87,959,792 $ (8,102,513) $ 79,930,837 Net income 970,524 970,524 --------------- ------------ ------------- ------------ Balance, August 3, 1996 $ 73,558 $ 87,959,792 $ (7,131,989) $ 80,901,361 ========= ========= ========== ========= See notes to unaudited consolidated financial statements
Parisian, Inc. and Subsidiaries Consolidated Statements of Cash Flows (Unaudited) For the period from: -------------------------------- January 29, February 4, 1995 1996 through through July 29, 1995 August 3, 1996 -------------------- ------------------ Cash flows from operating activities: Net income $ 1,905,062 $ 970,524 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 6,533,587 5,895,950 Amortization of deferred financing costs 535,641 377,871 Provision for losses on accounts receivable 1,591,688 2,350,601 Gain on sale of property and equipment (930,393) (2,900) Deferred compensation 99,046 101,151 Change in assets and liabilities: (Increase) decrease in: Accounts receivable (1,614,020) 4,921,197 Merchandise inventory (13,166,319) (4,038,167) Prepaid expenses (1,861,582) (3,075,642) Other assets (2,271,739) (643,835) Increase (decrease) in: Accounts payable 5,477,887 1,884,500 Accrued store rent 138,661 (528,347) Federal and state income taxes payable 3,840,940 (4,716,031) Sales tax payable (847,361) (1,016,030) Deferred income taxes 30,000 120,000 Other liabilities 1,363,407 1,108,284 ----------------- ---------------- Total adjustments (1,080,557) 2,738,602 ----------------- ---------------- Net cash provided by operating activities 824,505 3,709,126 ----------------- ---------------- Cash flows from investing activities: Decrease in restricted cash and short-term investments 410,000 160,000 Proceeds from sale of property and equipment 1,587,620 2,900 Increase in cash value of life insurance (180,000) (180,000) Capital expenditures (675,927) (3,426,020) Store opening reimbursements 6,271,837 394,604 --------------- --------------- Net cash provided by (used in) investing activities 7,413,530 (3,048,516) ----------------- ---------------- Cash flows from financing activities: Borrowings under revolving credit agreements 12,000,000 Payments under revolving credit agreements (14,000,000) Principal payments of long-term debt (5,326,775) (1,521,202) Payment of financing costs (223,817) (1,068) ---------------- ---------------- Net cash used in investing activities (7,550,592) (1,522,270) ----------------- ---------------- Net increase (decrease) in cash and cash equivalents 687,443 (861,660) Cash and cash equivalents, beginning of period 394,377 1,858,541 ---------------- ---------------- Cash and cash equivalents, end of period $ 1,081,820 $ 996,881 ========== ========== Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 8,581,398 $ 8,106,643 ========== ========== Income taxes $ 1,260,710 $ 6,563,175 ========== ========== See notes to unaudited consolidated financial statements
Parisian, Inc. and Subsidiaries Notes to Unaudited Consolidated Financial Statements For the period from February 4, 1996 to August 3, 1996 (1) In Management's opinion, all adjustments are included to fairly present quarterly results and all such adjustments are of a normal and recurring nature. The results of the interim periods are not necessarily indicative of the results for a full year's operations. (2) Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation was issued during 1995. Parisian, Inc. and its subsidiaries (the "Company") anticipates that the adoption of this accounting standard during the 1996 fiscal year will not be material to its financial condition. Statement of Financial Accounting Standards No. 125, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities was issued during 1996. The Company anticipates that the adoption of this accounting standard during the fourth quarter of the 1996 fiscal year will not be material to its financial condition.
Pro Forma Condensed Combined Income Statement (Unaudited) For The Six Months Ended August 3, 1996 (in Thousands, Except Per Share Amounts) Pro Forma Acquisition Pro Forma Proffitt's Parisian Adjustments(7) Total ----------- ---------- ------------ ---------- Net sales $568,277 $307,954 $876,231 Costs and expenses: Cost of sales 366,624 192,560 500 (1) 559,684 Selling, general and administrative expenses 141,485 80,745 (700)(1) 221,530 Other operating expenses 48,081 28,232 (900)(2) 76,513 1,100 (3) Merger, restructuring and integration costs 4,270 4,270 Gain on sale of assets (2,260) (2,260) ------------- -------- -------- ----------- Operating income 10,077 6,417 0 16,494 Other income (expense): Finance charge income, net of allocation to purchasers of accounts receivable 14,879 4,197 19,076 Interest expense (8,608) (8,506) (4,400)(4) (21,514) Other income, net 440 277 717 ------------- ---------- ---------- Income before provision for income taxes 16,788 2,385 (4,400) 14,773 Provision for income taxes 6,995 1,414 (900)(5) 7,509 ------------- ---------- ----------- Net income 9,793 971 (3,500) 7,264 Preferred stock dividends 796 796 Payment for early conversion of preferred stock 3,032 3,032 ------------- ----------- ----------- Net income available to common shareholders $5,965 $971 ($3,500) $3,436 ======== ======== ======== ======== Earnings per common share: Primary $0.30 $0.15 ======== ======== Fully diluted $0.46 $0.30 ======== ======== Weighted average common shares: Primary 20,186 3,147 (6) 23,333 ======== ======== ======== Fully diluted 21,414 3,147 (6) 24,561 ======== ======== ======== See Notes to Pro Forma Condensed Combined Income Statement
Proffitt's, Inc. Notes to Pro Forma Condensed Combined Income Statement (in Thousands) (1) To conform Parisian's direct cost method of accounting for inventory to the full cost method used by Proffitt's and to conform Parisian's presentation of certain expenses with that of Proffitt's. (2) To conform Parisian's accounting method for store preopening costs of deferral and amortization over twelve months to Proffitt's accounting method of expensing such costs as incurred. (3) To reflect the increase in depreciation and amortization resulting from the preliminary purchase price allocation for the Parisian acquisition. (4) To reflect interest expense on acquisition debt of approximately $118,900 at 7.4% for the period ended August 3, 1996, assuming that the debt was outstanding throughout the period. (5) To reflect the income tax impact of the pro forma acquisition adjustments using an effective rate of 40%. (6) To reflect the Proffitt's Common Shares and Equivalents issued to the Parisian shareholders and option holders. (7) Pro forma adjustments do not include any charges or benefits related to the integration of the operations of the businesses of Proffitt's and Parisian.
Pro Forma Condensed Combined Balance Sheet (Unaudited) August 3,1996 (in Thousands) Pro Forma Acquisition Pro Forma Proffitt's Parisian Adjustments Total ----------- --------- ---------- --------- ASSETS Current assets Cash and cash equivalents $2,022 $997 $3,019 Restricted cash and short term investments 1,860 1,860 Net trade accounts receivable, less receivables sold to third parties 25,817 31,934 500 (1) 58,251 Merchandise inventories 307,806 147,083 (14,800)(1) 440,089 Deferred income taxes 8,755 3,669 17,600 (1) 30,024 Other current assets 21,685 11,982 (500)(1) 33,167 ----------- --------- ---------- -------- Total current assets 366,085 197,525 2,800 566,410 Property and equipment, net 387,774 72,176 9,100 (1) 469,050 Goodwill 52,063 59,334 175,899 (1) 287,296 Other assets 21,264 15,233 (11,600)(1) 24,897 -------------- -------- ---------- -------- $827,186 $344,268 $176,199 $1,347,653 ========= ========= ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Trade accounts payable $79,628 $44,041 $123,669 Accrued expenses 65,041 19,083 33,000 (1) 117,124 Current portion of long-term debt and capital lease obligations 16,949 3,032 19,981 -------------- --------- ---------- -------- Total current liabilities 161,618 66,156 33,000 260,774 Real estate and mortgage notes 83,234 33,180 116,414 Notes payable 37,588 115,800 (2) 153,388 Capital lease obligations 10,584 10,584 Deferred income taxes 53,657 8,287 (3,000)(1) 58,944 Other long-term liabilities 14,751 30,744 5,000 (1) 50,495 Subordinated debt 100,634 125,000 225,634 Shareholders' equity 365,120 80,901 106,300 (1) 471,420 (80,901)(1) -------------- ---------- ---------- -------- $827,186 $344,268 $176,199 $1,347,653 ========= ========= ========= ========= See Notes to Pro Forma Condensed Combined Balance Sheet
Proffitt's, Inc. Notes to Pro Forma Condensed Combined Balance Sheet (In Thousands) (1) The acquisition of Parisian will be accounted for as a purchase in accordance with Accounting Principles Board Opinion No. 16, "Business Combinations." The purchase price is being allocated first to tangible and identifiable intangible assets and liabilities of Parisian based on preliminary estimates of their fair values, with the remainder allocated to goodwill and other assets to be identified. The purchase price and the preliminary purchase price allocation are as follows: Cash consideration paid $110,340 Common stock and common stock equivalents 106,300 Transaction expenses 5,460 -------------- Purchase price 222,100 Historical book value of net assets acquired (80,901) -------------- Excess of purchase price over historical book value of assets acquired $141,199 ========= Allocation of excess purchase price: Adjust trade accounts receivable to fair value $ 500 Decrease inventories to preliminary estimate of fair value (14,800) Adjust miscellaneous current assets to fair value (500) Increase property and equipment to fair value 9,100 Increase in goodwill and other assets to be identified 175,899 Write-off duplicate assets to be abandoned and existing deferred store preopening costs, and decrease other assets to fair value (11,600) Accrue preliminary estimate of merger and integration costs (33,000) Adjust lease commitments to fair value (5,000) Changes in deferred income taxes for tax effect of the aforementioned adjustments: Increase in deferred tax assets - current 17,600 Decrease in deferred tax liabilities - noncurrent 3,000 -------------- $141,199 ======== (2) To reflect acquisition debt.
EXHIBIT INDEX Exhibit Page Number Description Number 2* Agreement and Plan of Merger dated July 8, 1996, among Proffitt's, Inc., Casablanca Merger Corp. and Parisian, Inc. (Incorporated by reference to Exhibit 2 to the Registrant's Current Report on Form 8-K filed July 18, 1996). 4.1* Credit Facilities and Reimbursement Agreement by and among Proffitt's, Inc., certain lenders and NationsBank of Texas, National Association, as Agent. 4.2* Registration Rights Agreement (incorporated by reference to Appendix III to the prospectus dated August 16, 1996, included in the Registrant's Registration Statement on Form S-4, Reg. No. 333-09043). 4.3* Form of Supplemental Indenture (incorporated by reference to Exhibit 4(d) to the Registrant's Registration Statement on Form S-3, Reg. No. 333-09941). ________________________________ * Previously filed -----END PRIVACY-ENHANCED MESSAGE-----