As filed with the Securities and Exchange Commission on May 21, 1996
Registration No. 333-2426
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
------------
AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
SAKS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 5311 52-1685667
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification No.)
organization) Code Number)
</TABLE>
------------
12 EAST 49TH STREET
NEW YORK, NEW YORK 10017
(212) 940-4048
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------
JOAN F. KREY
GENERAL COUNSEL
SAKS HOLDINGS, INC.
12 EAST 49TH STREET
NEW YORK, NEW YORK 10017
(212) 940-4048
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------
Copies to:
<TABLE>
<S> <C>
CHARLES K. MARQUIS PATRICIA A. CERUZZI
STEVEN R. FINLEY SULLIVAN & CROMWELL
GIBSON, DUNN & CRUTCHER LLP 250 PARK AVENUE
200 PARK AVENUE NEW YORK, NEW YORK 10177
NEW YORK, NEW YORK 10166 (212) 558-4000
(212) 351-4000
</TABLE>
------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF SECURITIES TO BE PROPOSED MAXIMUM AMOUNT OF
REGISTERED AGGREGATE OFFERING PRICE(1)(2) REGISTRATION FEE(3)
<S> <C> <C>
Common Stock, $.01 par value......................... $451,562,500 $0
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933.
(2) The shares of Common Stock are not being registered for the purpose of sales
outside the United States.
(3) A registration fee of $155,720 previously was paid in connection with the
initial filing of the Registration Statement.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Registrant's expenses in connection with the Offerings described in this
registration statement are set forth below. All amounts except the Securities
and Exchange Commission registration fee, the NASD filing fee and the NYSE
listing fee are estimated.
Securities and Exchange Commission registration fee........... $ 155,720
NASD filing fee............................................... 30,500
Printing and engraving expenses............................... 500,000
Accounting fees and expenses.................................. 1,000,000
Legal fees and expenses....................................... 1,000,000
NYSE listing fee.............................................. 123,100
Fees and expenses (including legal fees) for qualifications
under state securities laws................................... 30,000
Transfer agent's fees and expenses............................ 50,000
Miscellaneous................................................. 2,310,680
----------
Total..................................................... $5,200,000
----------
----------
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- -------- ---------------------------------------------------------------------------------
<S> <C>
1.01* Form of U.S. Underwriting Agreement
1.02* Form of International Underwriting Agreement
3.01.1* Amended and Restated Certificate of Incorporation of Saks Holdings, as filed with
the Delaware Secretary of State on June 29, 1990
3.01.2* Certificate of Designation of Saks Holdings, as filed with the Delaware Secretary
of State on June 29, 1990
3.01.3* Amendment to the Amended and Restated Certificate of Incorporation of Saks
Holdings, as filed with the Delaware Secretary of State on July 2, 1990
3.01.4* Amendment to the Amended and Restated Certificate of Incorporation of Saks
Holdings, as filed with the Delaware Secretary of State on February 28, 1991
3.01.5* Amendment to the Amended and Restated Certificate of Incorporation of Saks
Holdings, as filed with the Delaware Secretary of State on May 20, 1992
3.01.6* Amendment to the Amended and Restated Certificate of Incorporation of Saks
Holdings, as filed with the Delaware Secretary of State on December 26, 1995
3.01.7* Certificate of Saks Holdings, as filed with the Delaware Secretary of State on
December 27, 1995, relating to the retirement of Class D Shares
3.01.8* Amendment to the Amended and Restated Certificate of Incorporation of Saks
Holdings, as filed with the Delaware Secretary of State on April 16, 1996.
3.01.9* Form of Amended and Restated Certificate of Incorporation of Saks Holdings, as
proposed to be filed with the Delaware Secretary of State upon completion of the
Offerings
3.01.10* Amendment to the Amended and Restated Certificate of Incorporation of Saks
Holdings, as filed with the Delaware Secretary of State on April 26, 1996.
3.02* Bylaws of Saks Holdings, as adopted on August 6, 1990
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- -------- ---------------------------------------------------------------------------------
<S> <C>
4.01.1* See Exhibits 3.01.1, 3.01.2, 3.01.3, 3.01.4, 3.01.5, 3.01.6, 3.01.7, 3.01.8 and
3.01.10 as to the rights of holders of Saks Holdings' Class A Shares, Class B
Shares, Class C Shares and Class D Shares prior to the Offerings
4.01.2* See Exhibit 3.01.9 as to the rights of holders of Saks Holdings' Common Stock
upon completion of the Offerings
4.02* Form of Stock Certificate of the Common Stock of Saks Holdings
4.03.1* Amended and Restated Credit Agreement, dated as of July 1, 1993, among Saks,
Chemical Bank and Bankers Trust Company as managing agents, Chemical Bank,
Bankers Trust Company, the CIT Group/Business Credit, Inc. and Barclays Bank PLC
as co-agents, and Chemical Bank as administrative agent (the "Credit Facility")
4.03.2* First Amendment to the Credit Facility, dated as of March 1, 1995
4.03.3* Second Amendment to the Credit Facility, dated as of October 24, 1995
4.03.4* Third Amendment to the Credit Facility, dated as of March 5, 1996
4.03.5* Fourth Amendment to the Credit Facility, dated as of April 10, 1996
4.03.6* Fifth Amendment to the Credit Facility, dated as of April 18, 1996
4.04* Amended and Restated Loan and Security Agreement dated as of
May 12, 1995 between Fifth Avenue Capital Trust ("FACT") and certain direct and
indirect wholly-owned subsidiaries of Saks (the "Borrowers")
4.05* Trust and Servicing Agreement dated as of May 12, 1995 among FACT, Bankers Trust
Company, as servicer, and Marine Midland Bank, as trustee
4.06* Amended and Restated Trust Agreement, dated as of May 12, 1995, among Saks, HNY,
Inc. and Wilmington Company, as owner trustee
4.07* Indenture, dated as of July 1, 1993, between Saks and AIBC Services N.V., as
trustee
4.08* First Supplemental Indenture, dated as of April 22, 1996, between Saks and AIBC
Services N.V., as trustee
5.01* Opinion of Gibson, Dunn & Crutcher LLP
10.01.1* Amended and Restated Pooling & Servicing Agreement, dated as of December 16,
1991, among SFA Finance Company, Saks and Bankers Trust Company, as trustee (the
"1991 P&S")
10.01.2* First Amendment to the 1991 P&S, dated as of November 5, 1992
10.01.3* Second Amendment to the 1991 P&S, dated as of October 26, 1993
10.02.1* Second Amended and Restated Receivables Purchase Agreement, dated as of December
16, 1991, between Saks and SFA Finance Company (the "Receivables Purchase
Agreement")
10.02.2* First Amendment to the 1991 Receivables Purchase Agreement, dated as of November
5, 1992
10.02.3* Second Amendment to the 1991 Receivables Purchase Agreement, dated as of October
26, 1993
10.03.1* Series 1991-2 Supplement, dated as of December 16, 1991, among SFA Finance
Company, Saks, MHTC, as administrative agent, and Bankers Trust Company, as
trustee (the "1991-2 Supplement")
10.03.2* First Amendment to the 1991-2 Supplement, dated as of July 22, 1992
10.03.3* Second Amendment to the 1991-2 Supplement, dated as of August 20, 1992
10.03.4* Third Amendment to the 1991-2 Supplement, dated as of November 5, 1992
10.03.5* Fourth Amendment to the 1991-2 Supplement, dated as of May 20, 1993
10.03.6* Fifth Amendment to the 1991-2 Supplement, dated as of October 28, 1993
10.03.7* Sixth Amendment to the 1991-2 Supplement, dated as of September 30, 1994
10.04.1* Class C Supplement to Series 1991-2 Supplement, dated as of
November 5, 1992, among SFA Finance Company, Saks and Bankers Trust Company, as
trustee (the "1991-2(C) Supplement")
10.04.2* First Amendment to the 1991-2(C) Supplement, dated as of September 30, 1994
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- -------- ---------------------------------------------------------------------------------
<S> <C>
10.05* Class B Supplement to Series 1991-2 Supplement, dated as of September 30, 1994,
among SFA Finance Company, Saks and Bankers Trust Company, as trustee
10.06.1* Series 1993-1 Supplement, dated as of October 28, 1993, among SFA Finance
Company, Saks, Swiss Bank Corporation, New York Branch, as administrative agent,
and Bankers Trust Company, as trustee (the "1993-1 Supplement")
10.06.2* First Amendment to the 1993-1 Supplement, dated as of September 13, 1995
10.06.3* Second Amendment to the 1993-1 Supplement, dated as of October 6, 1995
10.07* Class B Supplement to Series 1993-1 Supplement, dated as of September 13, 1995,
among SFA Finance Company, Saks and Bankers Trust Company, as trustee
10.08* Class C Supplement to Series 1993-1 Supplement, dated as of September 13, 1995,
among SFA Finance Company, Saks and Bankers Trust Company, as trustee
10.09* Series 1995-1 Supplement, dated as of November 13, 1995, among SFA Finance
Company, Saks, Swiss Bank Corporation, New York Branch, as administrative agent,
and Bankers Trust Company, as trustee
10.10* Deposit Trust Agreement, dated as of October 26, 1993, between SFA Finance
Company II and Wilmington Trust Company, as trustee
10.11* Collateral Trust Agreement, dated as of October 28, 1993, between Saks Fifth
Avenue Owner Trust 1993-1 and Bankers Trust Company
10.12* Depositary Agreement, dated as of October 27, 1993, between Saks Fifth Avenue
Owner Trust 1993-1 and Chemical Bank
10.13* Purchase Agreement, dated May 4, 1995 among Saks, FACT, the Borrowers, Goldman,
Sachs & Company and Chemical Securities, Inc., with respect to the sale of
Commercial Mortgage Pass-Through Certificates due May 12, 2002
10.14* Saks Fifth Avenue Supplemental Pension Plan, effective July 2, 1990
10.15* Saks Holdings, Inc. Senior Management Stock Incentive Plan, dated as of October
17, 1990 (the "Old Incentive Plan")
10.16* Standard Form of Stock Option Agreement Pursuant to the Old Incentive Plan
10.17.1* Saks Holdings, Inc. 1996 Management Stock Incentive Plan, dated as of February 1,
1996 (the "New Incentive Plan")
10.17.2* Amendment to the New Incentive Plan
10.18* Standard Form of Stock Option Agreement Pursuant to the New Incentive Plan
10.19* Amended and Restated Employment Agreement, dated as of March 1, 1996, between
Saks and Philip B. Miller
10.20* Amended and Restated Employment Agreement, dated as of March 1, 1996, between
Saks and Rose Marie Bravo
10.21* Amended and Restated Employment Agreement, dated as of March 1, 1996, between
Saks and Owen E. Dorsey
10.22* Employment Agreement, dated as of March 1, 1996, between Saks and Brian E.
Kendrick
10.23.1* Agreement for Management Advisory and Consulting Services, dated
July 2, 1990, between Windows Acquisition Corp. and III
10.23.2* Agreement for Management Advisory and Consulting Services, dated as of July 2,
1995, between Saks and III
10.24* Acquisitions Advisory Agreement, dated as of January 29, 1995, between Saks and
III
10.25* Transition Supplement to the 1991 P&S, dated as of April 25, 1996, among SFA
Finance Company, Saks and Bankers Trust Company, as trustee
10.26* Pooling and Servicing Agreement, dated as of April 25, 1996, among SFA Finance
Company, Saks and Bankers Trust Company, as trustee (the "1996 P&S")
10.27* Series 1996-1 Supplement to the 1996 P&S, dated as of April 25, 1996, among SFA
Finance Company, Saks and Bankers Trust Company, as trustee
10.28* Third Amended and Restated Receivables Purchase Agreement, dated as of April 25,
1996, between Saks and SFA Finance Company
10.29* Series 1996-2 Supplement to the 1996 P&S, dated as of April 25, 1996, among SFA
Finance Company, Saks and Bankers Trust Company, as trustee
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- -------- ---------------------------------------------------------------------------------
<S> <C>
10.30* Public Company Expenses Agreement, dated as of April 27, 1996, between Saks
Holdings and Saks.
10.31 Form of Common Stock Purchase Agreement between Saks Holdings and Investcorp,
S.A.
21.01* Subsidiaries of Saks Holdings
23.01* Consent of Coopers & Lybrand L.L.P.
23.02* Consent of Gibson, Dunn & Crutcher (contained in Exhibit 5.01)
24.01* Power of Attorney (included on signature page of Registration Statement)
</TABLE>
- ------------
* Previously filed.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement certificates
in such denominations and registered in such names as required by the
Underwriters to permit prompt delivery to each purchaser.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such labilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(c) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Amendment No. 5 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in The
City of New York, State of New York, on May 20, 1996.
SAKS HOLDINGS, INC.
By /s/ PHILIP B. MILLER
...................................
Philip B. Miller
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the capacity
indicated on May 20, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ---------------------------------------- ------------------------------------------------
<S> <C>
/s/ PHILIP B. MILLER Chairman of the Board and
........................................ Chief Executive Officer
Philip B. Miller (Principal Executive Officer)
/s/ BRIAN E. KENDRICK Vice Chairman of the Board and
........................................ Chief Financial Officer
Brian E. Kendrick (Principal Financial Officer)
* President and Director
........................................
Rose Marie Bravo
* Director
........................................
Savio W. Tung
* Director
........................................
Jon P. Hedley
* Director
........................................
E. Garrett Bewkes III
* Director
........................................
Charles J. Philippin
/s/ MARK E. HOOD Vice President--Finance
........................................ (Principal Accounting Officer)
Mark E. Hood
</TABLE>
*By: /s/ MARK E. HOOD
...........................................................................
Mark E. Hood
Attorney in Fact
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
- -------- ------------------------------------------------------------------------- -----
<S> <C> <C>
1.01* Form of U.S. Underwriting Agreement
1.02* Form of International Underwriting Agreement
3.01.1* Amended and Restated Certificate of Incorporation of Saks Holdings, as
filed with the Delaware Secretary of State on June 29, 1990
3.01.2* Certificate of Designation of Saks Holdings, as filed with the Delaware
Secretary of State on June 29, 1990
3.01.3* Amendment to the Amended and Restated Certificate of Incorporation of
Saks Holdings, as filed with the Delaware Secretary of State on July 2,
1990
3.01.4* Amendment to the Amended and Restated Certificate of Incorporation of
Saks Holdings, as filed with the Delaware Secretary of State on February
28, 1991
3.01.5* Amendment to the Amended and Restated Certificate of Incorporation of
Saks Holdings, as filed with the Delaware Secretary of State on May 20,
1992
3.01.6* Amendment to the Amended and Restated Certificate of Incorporation of
Saks Holdings, as filed with the Delaware Secretary of State on December
26, 1995
3.01.7* Certificate of Saks Holdings, as filed with the Delaware Secretary of
State on December 27, 1995, relating to the retirement of Class D Shares
3.01.8* Amendment to the Amended and Restated Certificate of Incorporation of
Saks Holdings, as filed with the Delaware Secretary of State on April 16,
1996.
3.01.9* Form of Amended and Restated Certificate of Incorporation of Saks
Holdings, as proposed to be filed with the Delaware Secretary of State
upon completion of the Offerings
3.01.10* Amendment to the Amended and Restated Certificate of Incorporation of
Saks Holdings, as filed with the Delaware Secretary of State on April 26,
1996.
3.02* Bylaws of Saks Holdings, as adopted on August 6, 1990
4.01.1* See Exhibits 3.01.1, 3.01.2, 3.01.3, 3.01.4, 3.01.5, 3.01.6, 3.01.7,
3.01.8 and 3.01.10 as to the rights of holders of Saks Holdings' Class A
Shares, Class B Shares, Class C Shares and Class D Shares prior to the
Offerings
4.01.2* See Exhibit 3.01.9 as to the rights of holders of Saks Holdings' Common
Stock upon completion of the Offerings
4.02* Form of Stock Certificate of the Common Stock of Saks Holdings
4.03.1* Amended and Restated Credit Agreement, dated as of July 1, 1993, among
Saks, Chemical Bank and Bankers Trust Company as managing agents,
Chemical Bank, Bankers Trust Company, the CIT Group/Business Credit, Inc.
and Barclays Bank PLC as co-agents, and Chemical Bank as administrative
agent (the "Credit Facility")
4.03.2* First Amendment to the Credit Facility, dated as of March 1, 1995
4.03.3* Second Amendment to the Credit Facility, dated as of October 24, 1995
4.03.4* Third Amendment to the Credit Facility, dated as of March 5, 1996
4.03.5* Fourth Amendment to the Credit Facility, dated as of April 10, 1996
4.03.6* Fifth Amendment to the Credit Facility, dated as of April 18, 1996
4.04* Amended and Restated Loan and Security Agreement dated as of
May 12, 1995 between Fifth Avenue Capital Trust ("FACT") and certain
direct and indirect wholly-owned subsidiaries of Saks (the "Borrowers")
4.05* Trust and Servicing Agreement dated as of May 12, 1995 among FACT,
Bankers Trust Company, as servicer, and Marine Midland Bank, as trustee
4.06* Amended and Restated Trust Agreement, dated as of May 12, 1995, among
Saks, HNY, Inc. and Wilmington Company, as owner trustee
4.07* Indenture, dated as of July 1, 1993, between Saks and AIBC Services N.V.,
as trustee
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
- -------- ------------------------------------------------------------------------- -----
<S> <C> <C>
4.08* First Supplemental Indenture, dated as of April 22, 1996, between Saks
and AIBC Services N.V., as trustee
5.01* Opinion of Gibson, Dunn & Crutcher LLP
10.01.1* Amended and Restated Pooling & Servicing Agreement, dated as of December
16, 1991, among SFA Finance Company, Saks and Bankers Trust Company, as
trustee (the "1991 P&S")
10.01.2* First Amendment to the 1991 P&S, dated as of November 5, 1992
10.01.3* Second Amendment to the 1991 P&S, dated as of October 26, 1993
10.02.1* Second Amended and Restated Receivables Purchase Agreement, dated as of
December 16, 1991, between Saks and SFA Finance Company (the "Receivables
Purchase Agreement")
10.02.2* First Amendment to the 1991 Receivables Purchase Agreement, dated as of
November 5, 1992
10.02.3* Second Amendment to the 1991 Receivables Purchase Agreement, dated as of
October 26, 1993
10.03.1* Series 1991-2 Supplement, dated as of December 16, 1991, among SFA
Finance Company, Saks, MHTC, as administrative agent, and Bankers Trust
Company, as trustee (the "1991-2 Supplement")
10.03.2* First Amendment to the 1991-2 Supplement, dated as of July 22, 1992
10.03.3* Second Amendment to the 1991-2 Supplement, dated as of August 20, 1992
10.03.4* Third Amendment to the 1991-2 Supplement, dated as of November 5, 1992
10.03.5* Fourth Amendment to the 1991-2 Supplement, dated as of May 20, 1993
10.03.6* Fifth Amendment to the 1991-2 Supplement, dated as of October 28, 1993
10.03.7* Sixth Amendment to the 1991-2 Supplement, dated as of September 30, 1994
10.04.1* Class C Supplement to Series 1991-2 Supplement, dated as of
November 5, 1992, among SFA Finance Company, Saks and Bankers Trust
Company, as trustee (the "1991-2(C) Supplement")
10.04.2* First Amendment to the 1991-2(C) Supplement, dated as of September 30,
1994
10.05* Class B Supplement to Series 1991-2 Supplement, dated as of September 30,
1994, among SFA Finance Company, Saks and Bankers Trust Company, as
trustee
10.06.1* Series 1993-1 Supplement, dated as of October 28, 1993, among SFA Finance
Company, Saks, Swiss Bank Corporation, New York Branch, as administrative
agent, and Bankers Trust Company, as trustee (the "1993-1 Supplement")
10.06.2* First Amendment to the 1993-1 Supplement, dated as of September 13, 1995
10.06.3* Second Amendment to the 1993-1 Supplement, dated as of October 6, 1995
10.07* Class B Supplement to Series 1993-1 Supplement, dated as of September 13,
1995, among SFA Finance Company, Saks and Bankers Trust Company, as
trustee
10.08* Class C Supplement to Series 1993-1 Supplement, dated as of September 13,
1995, among SFA Finance Company, Saks and Bankers Trust Company, as
trustee
10.09* Series 1995-1 Supplement, dated as of November 13, 1995, among SFA
Finance Company, Saks, Swiss Bank Corporation, New York Branch, as
administrative agent, and Bankers Trust Company, as trustee
10.10* Deposit Trust Agreement, dated as of October 26, 1993, between SFA
Finance Company II and Wilmington Trust Company, as trustee
10.11* Collateral Trust Agreement, dated as of October 28, 1993, between Saks
Fifth Avenue Owner Trust 1993-1 and Bankers Trust Company
10.12* Depositary Agreement, dated as of October 27, 1993, between Saks Fifth
Avenue Owner Trust 1993-1 and Chemical Bank
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
- -------- ------------------------------------------------------------------------- -----
<S> <C> <C>
10.13* Purchase Agreement, dated May 4, 1995 among Saks, FACT, the Borrowers,
Goldman, Sachs & Company and Chemical Securities, Inc., with respect to
the sale of Commercial Mortgage Pass-Through Certificates due May 12,
2002
10.14* Saks Fifth Avenue Supplemental Pension Plan, effective July 2, 1990
10.15* Saks Holdings, Inc. Senior Management Stock Incentive Plan, dated as of
October 17, 1990 (the "Old Incentive Plan")
10.16* Standard Form of Stock Option Agreement Pursuant to the Old Incentive
Plan
10.17.1* Saks Holdings, Inc. 1996 Management Stock Incentive Plan, dated as of
February 1, 1996 (the "New Incentive Plan")
10.17.2* Amendment to the New Incentive Plan
10.18* Standard Form of Stock Option Agreement Pursuant to the New Incentive
Plan
10.19* Amended and Restated Employment Agreement, dated as of March 1, 1996,
between Saks and Philip B. Miller
10.20* Amended and Restated Employment Agreement, dated as of March 1, 1996,
between Saks and Rose Marie Bravo
10.21* Amended and Restated Employment Agreement, dated as of March 1, 1996,
between Saks and Owen E. Dorsey
10.22* Employment Agreement, dated as of March 1, 1996, between Saks and Brian
E. Kendrick
10.23.1* Agreement for Management Advisory and Consulting Services, dated
July 2, 1990, between Windows Acquisition Corp. and III
10.23.2* Agreement for Management Advisory and Consulting Services, dated as of
July 2, 1995, between Saks and III
10.24* Acquisitions Advisory Agreement, dated as of January 29, 1995, between
Saks and III
10.25* Transition Supplement to the 1991 P&S, dated as of April 25, 1996, among
SFA Finance Company, Saks and Bankers Trust Company, as trustee
10.26* Pooling and Servicing Agreement, dated as of April 25, 1996, among SFA
Finance Company, Saks and Bankers Trust Company, as trustee (the "1996
P&S")
10.27* Series 1996-1 Supplement to the 1996 P&S, dated as of April 25, 1996,
among SFA Finance Company, Saks and Bankers Trust Company, as trustee
10.28* Third Amended and Restated Receivables Purchase Agreement, dated as of
April 25, 1996, between Saks and SFA Finance Company
10.29* Series 1996-2 Supplement to the 1996 P&S, dated as of April 25, 1996,
among SFA Finance Company, Saks and Bankers Trust Company, as trustee
10.30* Public Company Expenses Agreement, dated as of April 27, 1996, between
Saks Holdings and Saks.
10.31 Form of Common Stock Purchase Agreement between Saks Holdings and
Investcorp, S.A.
21.01* Subsidiaries of Saks Holdings
23.01* Consent of Coopers & Lybrand L.L.P.
23.02* Consent of Gibson, Dunn & Crutcher (contained in Exhibit 5.01)
24.01* Power of Attorney (included on signature page of Registration Statement)
</TABLE>
- ------------
* Previously filed.
Exhibit 10.31
May 20, 1996
Investcorp S.A.
37 rue Notre-Dame
Luxembourg
Re: Purchase of Common Stock of Saks Holdings, Inc.
-----------------------------------------------
Gentlemen:
This agreement (this "Agreement") relates to the proposed initial public
offering (the "IPO") of shares of the common stock, par value $.01 per share
(the "Common Stock"), of Saks Holdings, Inc., a Delaware corporation (the
"Company"), for which a Registration Statement on Form S-1 has been filed with
the Securities and Exchange Commission.
The Company hereby agrees to issue and sell to Investcorp S.A., a
corporation organized under the laws of Luxembourg ("Investcorp"), or to one or
more affiliates of Investcorp as may be communicated to the Company by
Investcorp (such affiliates of Investcorp to be referred to as the
"Affiliates"), and Investcorp and the Affiliates shall have the right to
purchase from the Company, at a purchase price per share equal to the initial
public offering price per share less the underwriting discount as set forth on
the cover page of the final prospectus relating to the IPO, an aggregate of
2,250,000 shares of Common Stock (the "Shares"). If Investcorp or the Affiliates
determine to exercise this right, the Company shall deliver to Investcorp and
the Affiliates, against payment by or on behalf of Investcorp and the
Affiliates, certificates representing the Shares.
This Agreement shall be binding upon, and inure solely to the benefit
of, Investcorp, the Affiliates and the Company and their respective successors
and assigns, and no other person shall acquire or have any right under or by
virtue of this Agreement. This Agreement and the right granted hereunder will
expire on July 18, 1996 if the right is not exercised prior thereto.
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.
<PAGE>
If the foregoing is in accordance with your understanding, please sign
below and return to the Company. Upon acceptance by you this letter and such
acceptance shall constitute a binding agreement of the Company.
Very truly yours,
SAKS HOLDINGS, INC.
By:_______________________
Name:
Title:
Accepted as of the date hereof:
INVESTCORP S.A.
By:_______________________
Name:
Title:
<PAGE>
May 20, 1996
(212) 351-3918 C 80337-00053
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Saks Holdings, Inc. -- Amendment No. 5 to
Registration Statement on Form S-1 File No. 333-2426
----------------------------------------------------
Gentlemen and Mesdames:
On behalf of Saks Holdings, Inc., a Delaware corporation (the
"Company"), and in connection with Amendment No. 5 (the "Amendment") to the
above-captioned Registration Statement on Form S-1 (the "Registration
Statement") filed under the Securities Act of 1933, as amended, covering the
proposed offering of 16,000,000 shares of the Company's common stock, par value
$0.01 per share, please find attached in electronic format the Amendment. Please
note that the Amendment consists only of the Registration Statement cover page,
the part II pages of the Registration Statement and a revised exhibit thereto.
Any comments or questions concerning the Amendment should be directed to
the undersigned at (212) 351-3918 or to Steven R. Finley (212) 351-3920. Thank
you in advance for your assistance in processing the Amendment as expeditiously
as possible.
Very truly yours,
/s/ J. Mitchell Dolloff
J. Mitchell Dolloff
Enclosures
cc: Mr. William C-L Friar (two courtesy copies) (Room 3173, Mail Stop 3-11)
Mr. Andrew A. Gerber (two courtesy copies) (Room 3166, Mail Stop 3-11)
