As filed with the Securities and Exchange Commission on September 19, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SAKS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 5311 52-1685667
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification No.)
organization) Code Number)
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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)
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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)
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Copies to:
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CHARLES K. MARQUIS PATRICIA A. CERUZZI
STEVEN R. FINLEY SULLIVAN & CROMWELL
GIBSON, DUNN & CRUTCHER LLP 125 BROAD STREET
200 PARK AVENUE NEW YORK, NEW YORK 10004
NEW YORK, NEW YORK 10166 (212) 558-4000
(212) 351-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. /X/ 333-11101
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. //
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF SECURITIES TO PROPOSED MAXIMUM PROPOSED MAXIMUM
BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
REGISTERED REGISTERED UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
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% Convertible Subordinated Notes due
2006................................. $46,000,000 100% $46,000,000 $16,000
Common Stock, $.01 par value........ (2) (3) (3) (3)
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(1) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(a) under the Securities Act of 1933. Exclusive of
accrued interest, if any.
(2) Such indeterminate number of shares of Common Stock as shall be issuable
upon conversion of the Convertible Subordinated Notes being registered
hereunder.
(3) No additional consideration will be received for the Common Stock and,
therefore, no registration fee is required pursuant to Rule 457(i).
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This registration statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended ("Rule 462(b)"), and includes the
registration statement facing page, this page, the signature pages, an
exhibit index, an exhibit 5 opinion, an exhibit 8 opinion, an accountant's
consent and the other documents listed on the exhibit index. Pursuant to Rule
462(b), the contents of the registration statement on Form S-1 (File No. 333-
11101) of Saks Holdings, Inc., including the exhibits thereto, are incorporated
by reference into this registration statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this 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 September 19, 1996.
SAKS HOLDINGS, INC.
By /s/ PHILIP B. MILLER
..................................
Philip B. Miller
Chief Executive Officer
POWER OF ATTORNEY
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 September 19, 1996.
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SIGNATURE TITLE
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/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 Operating Officer
Brian E. Kendrick
* President and Director
........................................
Rose Marie Bravo
* Executive Vice President,
........................................ Chief Financial Officer and Treasurer
Richard F. Zannino (Principal Financial Officer)
* Director
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Savio W. Tung
* Director
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Jon P. Hedley
* Director
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E. Garrett Bewkes III
* Director
........................................
Charles J. Philippin
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II-7
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SIGNATURE TITLE
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* Director
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Stephen I. Sadove
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* Director
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Brian Ruder
/s/ MARK E. HOOD Senior Vice President--Finance
........................................ (Principal Accounting Officer)
Mark E. Hood
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*By: /s/ MARK E. HOOD
...................................
Mark E. Hood
Attorney in Fact
II-8
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
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5.01 Opinion of Gibson, Dunn & Crutcher LLP
8.01 Opinion of Gibson, Dunn & Crutcher LLP
23.01 Consent of Coopers & Lybrand L.L.P.
23.02 Consents of Gibson, Dunn & Crutcher (contained in Exhibits 5.01 and
8.01)
24.01 Power of Attorney (Filed as Exhibit 24.01 to the Registration
Statement on Form S-1 of the Company (File No. 333-11101) and
herein by reference).
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Exhibit 5.01
September 19, 1996
(212) 351-4000 C 80337-00058
Saks Holdings, Inc.
12 East 49th Street
New York, New York 10017
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 (the
"Registration Statement"), of Saks Holdings, Inc., a Delaware corporation
(the "Company"), filed with the Securities and Exchange Commission (the
"Commission") pursuant to Rule 462(b) of the Securities Act of 1933, as
amended (the "Securities Act"), and relating to the Company's earlier
Registration Statement on Form S-1 (333-11101) in connection with the public
offering by the Company of up to $46,000,000 additional aggregate principal
amount of _____% Convertible Subordinated Notes due 2006 (the "Notes"). The
Notes are convertible into shares of the Company's Common Stock, par value $.01
per share ("the Common Stock"). The Notes are to be publicly offered and
sold by Goldman Sachs & Co., CS First Boston, Morgan Stanley & Co. and
Salomon Brothers Inc (collectively, the "Underwriters"). The Notes will be
issued by the Company pursuant to the terms of an Indenture (the
"Indenture") to be entered into between the Company and Bankers Trust
Company, as Trustee (the "Trustee"). The Notes will be acquired by the
Underwriters pursuant to the terms of an Underwriting Agreement (the
"Underwriting Agreement") to be entered into between the Company and the
Underwriters. Forms of the Underwriting Agreement and the Indenture have
been filed as exhibits to the Registration Statement.
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Saks Holdings, Inc.
September 19, 1996
Page 2
For the purposes of the opinions set forth below, we have
examined and are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the issuance and sale of the Notes,
as well as the issuance of shares of Common Stock upon conversion of the
Notes. In arriving at the following opinions, we have relied, among other
things, upon our examination of such corporate records of the Company and
certificates of officers of the Company and of public officials and such
other documents as we have deemed appropriate. In such examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies.
Based upon the foregoing examination and in reliance thereon, and
subject to the assumptions stated and relying on statements of fact
contained in the documents that we have examined and subject to the
completion of the proceedings to be taken by the Company, the Trustee and
the Underwriters prior to the sale of the Notes and subject to the receipt
from the Commission of an order declaring the Registration Statement
effective, it is our opinion that:
1. The Notes, when executed, issued and delivered in accordance
with the terms of the Indenture and the Underwriting Agreement (assuming
due execution and delivery of the Indenture and authentication of the Notes
by the Trustee and payment for the Notes by the Underwriters), will be
binding obligations of the Company.
2. The shares of Common Stock issuable upon conversion of the
Notes, when issued in accordance with the terms and conditions of the Notes
and the Indenture, will be validly issued, fully paid and non-assessable.
Our opinion is subject to (i) the effect of
applicable bankruptcy, insolvency, reorganization, moratorium, arrangement
and other laws affecting creditor's rights, including, without limitation,
the effect of statutory or other laws regarding fraudulent conveyances,
fraudulent transfers and preferential transfers; (ii) the limitations
imposed by general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity); and
(iii) our assumption that there exist no agreements, understandings or
negotiations among the parties to the Indenture or to the
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Saks Holdings, Inc.
September 19, 1996
Page 3
Underwriting Agreement that would modify the terms of either thereof or the
respective rights or obligations of the parties thereunder.
We render no opinion herein as to matters involving the laws of
any jurisdiction other than the laws of the United States of America, the
laws of the State of New York and, for the purposes of our opinion set
forth in paragraph 2 above, the General Corporation Law of the State of
Delaware. In rendering this opinion, we assume no obligation to revise or
supplement this opinion should current laws, or the interpretations
thereof, be changed.
We consent to the filing of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under
the caption "Validity of Notes" in the Registration Statement and the
Prospectus which forms a part thereof. In giving these consents, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the Rules and Regulations
of the Commission.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
Exhibit 8.01
September 19, 1996
(212) 351-4000 C 80337-00058
Saks Holdings, Inc.
12 East 49th Street
New York, New York 10017
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
At your request and in connection with the public offering by
Saks Holdings, Inc., a Delaware corporation (the "Company"), of up to
$276,000,000 aggregate principal amount of Convertible Subordinated Notes
due 2006, we have examined the Company's Registration Statement on Form S-1
(File No. 333-11101) (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") pursuant to Rule
462(b) of the Securities Act of 1933, as amended and relating to the
Company's earlier Registration Statement on Form S-1 (333-11101), as
amended, (the "Original Registration Statement").
We hereby confirm our opinions set forth in the prospectus
contained in the Original Registration Statement under the caption
"Certain Tax Considerations."
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement, and we further consent to the use of our name
under the captions "Validity of Notes" and "Certain Tax Considerations"
in the prospectus contained in the Original Registration Statement.
In giving this consent, we do not thereby admit that we are
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within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations
promulgated thereunder.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
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[Footnote continued from previous page]
EXHIBIT 23.01
CONSENT OF INDEPENDENT AUDITORS
We consent to the inclusion in this registration statement on Form S-1 (File No.
333-____) of our report dated March 13, 1996, except as to the information
regarding the amendments to the Credit Facility in April 1996 presented in Note
5 for which the date is April 18, 1996 and the information presented in Note 15,
for which the date is April 26, 1996, on our audits of the consolidated
financial statements of Saks Holdings, Inc. as of January 28, 1995 and February
3, 1996, and for each of the three fiscal years in the period ended February 3,
1996. We also consent to the reference to our firm under the caption "Experts."
Coopers & Lybrand L.L.P.
New York, New York
September 19, 1996
