-----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, UO9vgCnFrVqY7d5sBaGsXpAgQiOIgM5GgiF+vkog+5PnEJLHbXtDSZF0mh9O8JS3 PaQQg0/g2RNF6XWEuxcvzQ== 0000906555-97-000016.txt : 19970505 0000906555-97-000016.hdr.sgml : 19970505 ACCESSION NUMBER: 0000906555-97-000016 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970131 FILED AS OF DATE: 19970502 SROS: NASD 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15907 FILM NUMBER: 97594058 BUSINESS ADDRESS: STREET 1: 3455 HIGHWAY 80 W CITY: JACKSON STATE: MS ZIP: 39209 BUSINESS PHONE: 6159837000 MAIL ADDRESS: STREET 1: P.O. BOX 9388 CITY: ALCOA STATE: TN ZIP: 37701 11-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form 11-K Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Mark One) ( X ) Annual Report Pursuant to Section 15 (d) of the Securities Exchange Act of 1934 (No fee required, effective October 7, 1996.) For Year Ended: January 31, 1997 or ( ) Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No fee required) For the transition period from to Commission File Number: 33-88390 A. Full title of the plan and the address of the plan, if different for that of the issuer named below Proffitt's, Inc. Employee Stock Purchase Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office P.O. Box 20080, Jackson, Mississippi 39289 Report of Independent Accountants To the Board of Directors of Proffitt's, Inc. We have audited the accompanying statement of net assets available for plan benefits of the Proffitt's, Inc. Employee Stock Purchase Plan (the "Plan") as of January 31, 1997 and 1996, and the related statement of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits as of January 31, 1997 and 1996, and the related changes in net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. Birmingham, Alabama March 20, 1997 Proffitt's, Inc. Employee Stock Purchase Plan Statement of Net Assets Available for Plan Benefits January 31, 1997 and 1996 1997 1996 ------ ------ ASSETS Cash held by Proffitt's, Inc. $ 1,913 $ 2,123 -------- -------- $ 1,913 $ 2,123 ======== ======== LIABILITIES AND NET ASSETS AVAILABLE FOR PLAN BENEFITS Due to participants $ 1,913 $ 2,123 Net assets available for plan benefits 0 0 -------- -------- $ 1,913 $ 2,123 The accompanying notes are an integral part of these financial statements. Proffitt's, Inc. Employee Stock Purchase Plan Statement of Changes in Net Assets Available for Plan Benefits for the years ended January 31, 1997 and 1996 1997 1996 -------- -------- Additions: Participant contributions $ 263,458 $ 252,949 --------- ---------- Deductions: Purchase of common stock 261,545 250,826 Excess contributions due to participants 1,913 2,123 ---------- ---------- 263,458 252,949 ---------- ---------- Net change 0 0 Net assets available for plan benefits: Beginning of year 0 0 ---------- ---------- End of year $ 0 $ 0 ========== ========== The accompanying notes are an integral part of these financial statements. Proffitt's, Inc. Employee Stock Plan Notes to Financial Statements Note 1 - Summary of Significant Accounting Policies and Description of the Plan The following description of the Proffitt's, Inc. Employee Stock Purchase Plan (the "Plan") is provided for general information only. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General The Plan provides employees of Proffitt's, Inc. and its subsidiaries (the "Company") an opportunity to purchase shares of common stock of the Company. The Plan is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended, and is therefore not subject to Federal and state income taxes. The number of shares of common stock to be issued under the Plan and period for which the option will remain outstanding (the "Option Period") is based on an annual determination by the Compensation Committee of the Company's Board of Directors. The initial Option Period under the Plan commenced on February 1, 1995 and ended on January 31, 1996. Subsequent option periods end on January 31 of each successive year. The price at which the stock may be purchased is the lesser of 85% of the closing price per share on the last business day preceding (i) the grant of the option, or (ii) the exercise of the option. Shares purchased by the Plan were at an exercise price of $18.59 and $18.70 per share for the years ended January 31, 1997 and 1996, respectively. Contributions Eligible employees may elect annually to make after-tax contributions to the Plan through payroll deductions. Contributions are subject to limitations to be set annually by the Compensation Committee of the Proffitt's, Inc. Board of Directors. Each participant's account is credited with the participant's contributions. Participants are fully vested in their contributions. The contribution limitation was $2,400 for the years ended January 31, 1997 and 1996. Distribution of Stock As soon as practicable after the purchase of stock by the Plan for its participants, the Company will deliver to each participant certificates representing the shares purchased on their account. Amounts remaining in participants' accounts representing fractional shares will be returned to the participants after completion of the purchase without interest. Administrative Expenses The Company pays for all administrative expenses of the Plan. Income Taxes Participants are not taxed upon receipt or exercise of options. Participants are taxed upon disposition of shares purchased under the Plan. Proffitt's, Inc. Employee Stock Purchase Plan Notes to Financial Statements (continued) Basis of Accounting The financial statements have been prepared on the accrual basis of accounting. Reclassifications Certain reclassifications have been made to the 1996 financial statements to conform with the current year presentation. Note 2 - Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to alter, suspend, amend or terminate the Plan. In the event of plan termination, the participants rights to acquire stock would continue until the end of the current Option Period, at which time shares and cash representing fractional shares would be distributed and no further contributions would be accepted. SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Proffitt's, Inc. Employee Stock Purchase Plan (Name of Plan) Date May 1, 1997 /s/ Douglas E. Coltharp Douglas E. Coltharp Executive Vice President and Chief Financial Officer Exhibit Index Exhibit No. Description 23 Consent of Independent Accountants EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of Proffitt's, Inc. on Form S-8 (File No. 33-88390) of our report dated March 20, 1997 on our audit of the financial statements of the Proffitt's, Inc. Employee Stock Purchase Plan as of January 31, 1997 and 1996 and for the years then ended included in this report on Form 11-K. /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. Birmingham, Alabama April 23, 1997 -----END PRIVACY-ENHANCED MESSAGE-----