-----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, SGAm1DXAEoJxX6zFaD+qaUHSu5doymhT88Q5oZuu+FM0jpYUjUQluUDIAdOrQu7R FBc1elk9iE6aq1A+bvmHgg== 0000931763-98-000094.txt : 19980204 0000931763-98-000094.hdr.sgml : 19980204 ACCESSION NUMBER: 0000931763-98-000094 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971219 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971222 DATE AS OF CHANGE: 19980203 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROFFITTS INC CENTRAL INDEX KEY: 0000812900 STANDARD INDUSTRIAL CLASSIFICATION: 5311 IRS NUMBER: 620331040 STATE OF INCORPORATION: TN FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13113 FILM NUMBER: 98511430 BUSINESS ADDRESS: STREET 1: PO BOX 200080 STREET 2: 3455 HIGHWAY 80 W CITY: JACKSON STATE: MS ZIP: 39289 BUSINESS PHONE: 4239837000 MAIL ADDRESS: STREET 1: P.O. BOX 9388 CITY: ALCOA STATE: TN ZIP: 37701 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 19, 1997 PROFFITT'S, INC. ---------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) TENNESSEE 1-13113 62-0331040 --------------- ------------- ------------------ (STATE OR OTHER (COMMISSION (IRS EMPLOYER JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.) INCORPORATION) 750 LAKESHORE PARKWAY, BIRMINGHAM, ALABAMA 35211 ----------------------------------------------------------- (ADDRESSES OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE) (205) 940-4000 --------------------------------------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ITEM 5. OTHER EVENTS. - - ------ ------------ On December 19, 1997, Proffitt's, Inc., a Tennessee corporation ("Proffitt's" or the "Registrant"), issued a press release announcing that its wholly-owned subsidiary, Parisian, Inc., an Alabama corporation ("Parisian") will offer to purchase for cash any and all of the Parisian 9-7/8% Senior Subordinated Notes due 2003 (the "Notes"), as guaranteed by Proffitt's. Approximately $97 million of the original principal amount of the Notes presently remains outstanding. Concurrently, Parisian is soliciting consents from holders of the Notes to proposed amendments to the indenture pursuant to which the Notes were issued. A copy of the press release is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS. - - ------ ------------------------------------------------------------------- (c) Exhibits. The following exhibits are filed herewith: Exhibit No. Description ----------- ----------- 99.1 Press Release dated December 19, 1997. SIGNATURE 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. /s/ Douglas E. Coltharp ------------------------- Douglas E. Coltharp Executive Vice President and Chief Financial Officer Date: December 19, 1997 INDEX TO EXHIBITS ----------------- Exhibit ------- 99.1 Press Release dated December 19, 1997. EX-99.1 2 PROFFITT'S INC. ANNOUNCES CASH TENDER OFFER ON EXHIBIT 99.1 ------------ [LETTERHEAD OF PROFFITT'S] For Release 7:30 A.M. EST Friday, December 19, 1997 PROFFITT'S, INC. ANNOUNCES CASH TENDER OFFER ON PARISIAN SENIOR SUBORDINATED NOTES Contact: Julia Bentley (423) 981-6243 Birmingham, Alabama--Department store retailer Proffitt's, Inc. (NYSE:PFT) - - ------------------- ("Proffitt's" or the "Company") today announced that its wholly-owned subsidiary, Parisian, Inc. ("Parisian") has commenced a cash tender offer and consent solicitation relating to the $96,597,000 outstanding principal balance of 9-7/8% Parisian Senior Subordinated Notes due 2003 (the "Notes"), as guaranteed by Proffitt's, Inc. The purchase price to be paid for each validly tendered Note will be based upon a fixed spread of 35 basis points over the yield to maturity on the 8 1/4% U.S. Treasury Note due July 15, 1998, less a consent payment equal to $10 per $1,000 principal amount of the Notes. The Company expects that the purchase price for the Notes will be effectively set on Friday, January 16, 1998, when the yield on the reference Treasury Note is determined. In conjunction with the tender offer, consents to certain proposed amendments to the Indenture governing the Notes are being solicited. Among other things, these amendments would eliminate substantially all of the restrictive covenants and would amend certain other provisions contained in the Indenture relating to events of default, changes in control, and defeasance of the Notes. Holders who tender their Notes will be required to consent to the proposed amendments. The tender offer expires at 12:00 midnight, New York City time, on Wednesday, January 21, 1998, unless extended. Once sufficient consents to amend the Indenture have been received, an announcement of that result will be made. Holders will then have one additional day on which to make or withdraw tenders and consents. The Company expects sufficient consents may be received by Tuesday, January 6, 1998, in which case the last day on which holders can tender and consent or withdraw (the "consent date") will be January 7, 1998. Holders who validly tender their Notes and properly deliver their consents on or before the consent date will receive, in addition to the purchase price, a consent payment of $10 per $1,000 principal amount tendered. Merrill Lynch & Co. and NationsBanc Montgomery Securities, Inc. are acting as the Dealer Managers for the tender offer and the consent solicitation. The Depositary for the tender offer is AmSouth Bank. The tender offer and consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement and related Consent and Letter of Transmittal, which more fully set forth the terms of the tender offer and consent solicitation. Additional information concerning the terms of the tender offer and consent solicitation, tendering Notes and the delivery of consents and conditions to the tender offer and consent solicitation, may be obtained from either Chris Sevrens at Merrill Lynch & Co. at (212) 449-1553 or Jonah Hirsch at NationsBanc Montgomery Securities, Inc. at (704) 388-4807. Copies of the Offer to Purchase and Consent Solicitation Statement and related documents may be obtained from Beacon Hill Partners, Inc., the Information Agent, at 90 Broad Street, New York, New York 10004, at (800) 755-5001. R. Brad Martin, Chairman and Chief Executive Officer of Proffitt's, Inc., stated, "The decision to tender for the balance of the Parisian Notes is based on our ability to refinance this debt under more favorable terms. These more favorable terms result from the improving credit profile of our Company stemming from our operating results and previously announced capital structure enhancements, as well as from current financial market conditions." Proffitt's, Inc., currently operates 177 stores in twenty-four under the store names of Parisian, Proffitt's, McRaes's, Younkers, and Herberger's. The Company's annual revenues exceed $2.3 billion. -----END PRIVACY-ENHANCED MESSAGE-----