SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Date of Report (Date of earliest event reported): July 4, 1998
SAKS HOLDINGS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-14346 52-1685667
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
12 East 49th Street, New York, NY 10017
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 940-4048
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Saks Holdings, Inc. (the "Company") hereby amends its current report
on Form 8-K filed July 9, 1998 (the "Form 8-K"). Capitalized terms used
herein but not otherwise defined shall have the meanings assigned to them
in the Form 8-K.
ITEM 5. OTHER EVENTS.
In the Form 8-K and in the joint press release of the Company and
Proffitt's, Inc. ("Proffitt's") dated July 5, 1998 filed as Exhibit 99.3 to
the Form 8-K, the aggregate percentage ownership of the Investcorp
Affiliates in the outstanding shares of Company Common Stock was
inadvertently misstated as "approximately 18%." The correct aggregate
percentage ownership of the Investcorp Affiliates in the outstanding shares
of Company Common Stock is "approximately 15.2%."
The response set forth in Item 5 of the Form 8-K is hereby amended to
read in its entirety as follows:
On July 4, 1998, Saks Holdings, Inc. (the "Company") entered into
a definitive Agreement and Plan of Merger (the "Merger Agreement")
with Proffitt's, Inc., a Tennessee corporation ("Proffitt's"), and
Fifth Merger Corporation, a Delaware corporation and wholly-owned
subsidiary of Proffitt's ("Merger Sub"), pursuant to which, among
other things, Merger Sub will be merged with and into the Company,
with the Company continuing as the surviving corporation and a wholly-
owned subsidiary of Proffitt's (the "Merger"). Following the Merger,
Proffitt's will change its name to Saks Incorporated. Under the terms
of the Merger Agreement, which has been unanimously approved by the
Boards of Directors of both companies, holders of outstanding common
stock of the Company ("Company Common Stock") will receive 0.82 of a
share of common stock of Proffitt's ("Proffitt's Common Stock") for
each share of Company Common Stock held by them immediately prior to
the effective time of the Merger.
The Merger is subject to certain conditions, including regulatory
approval under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, an effective registration statement filed with the
Securities and Exchange Commission and approval by the stockholders of
both the Company and Proffitt's. The Merger has been structured as a
tax-free transaction and will be accounted for as a pooling of
interests.
Pursuant to the Merger Agreement, the Company and Proffitt's have
agreed that the Company will have the right to designate three
nominees (two of whom shall be members of senior management of the
Company) to the Board of Directors of Proffitt's.
In addition, pursuant to the Merger Agreement, Proffitt's and the
Company have agreed to work together to enter into employment
agreements, substantially in accordance with certain terms set forth
in Exhibits C and D to the Merger Agreement, with Philip B. Miller,
the Chairman and Chief Executive Officer of the Company, and Brian E.
Kendrick, the Vice Chairman and Chief Operating Officer of the
Company, pursuant to which, following the Merger, Messrs. Miller and
Kendrick will remain in their current positions with the Company. It
is also expected that Messrs. Miller and Kendrick will join the Board
of Directors of Proffitt's (as two of the three designees referred to
above).
In connection with the Merger Agreement, on July 4, 1998,
Proffitt's entered into an agreement (the "Stockholders Agreement")
with Investcorp S.A. and its affiliates, which own in the aggregate
approximately 15.2% of the outstanding shares of Company Common Stock
(collectively, the "Investcorp Affiliates"), pursuant to which the
Investcorp Affiliates agreed to vote the shares of Company Common
Stock owned by them in favor of the Merger. In addition, in connection
with the Merger, Proffitt's entered into an agreement (the
"Registration Rights Agreement") with the Investcorp Affiliates
pursuant to which Proffitt's granted certain rights to the Investcorp
Affiliates regarding registration for resale of Proffitt's Common
Stock to be received by them in the Merger.
The foregoing is a summary only and is qualified in its entirety
by reference to the Merger Agreement (including the exhibits thereto),
the Company Stockholders Agreement and the Registration Rights
Agreement, each of which is filed as an exhibit hereto.
On July 5, 1998, the Company and Proffitt's issued a joint press
release announcing the signing of the Merger Agreement. A copy of the
joint press release is filed as an exhibit hereto and is incorporated
by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
The following exhibits are filed as part of this report:
2.1 Agreement and Plan of Merger, dated as of July 4, 1998, among
Proffitt's, Inc., Fifth Merger Corporation and Saks Holdings, Inc. *
99.1 Stockholders' Agreement, dated as of July 4, 1998, among
Proffitt's, Inc. and the individuals and other parties listed
on Schedule A thereto. *
99.2 Registration Rights Agreement, dated as of July 4, 1998, between
Proffitt's, Inc. and certain specified stockholders of Saks
Holdings, Inc. *
99.3 Joint Press Release of Saks Holdings, Inc. and Proffitt's, Inc.
dated July 5, 1998. *
99.4 Analysts' Conference Call Script. *
(*) Previously filed.
SIGNATURES
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.
SAKS HOLDINGS, INC.
Dated: July 17, 1998 By: /s/ Mark E. Hood
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By: Mark E. Hood
Title: Senior Vice President and
Chief Accounting Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of July 4, 1998, among
Proffitt's, Inc., Fifth Merger Corporation and Saks Holdings, Inc. *
99.1 Stockholders' Agreement, dated as of July 4, 1998, among
Proffitt's, Inc. and the individuals and other parties listed
on Schedule A thereto. *
99.2 Registration Rights Agreement, dated as of July 4, 1998, between
Proffitt's, Inc. and certain specified stockholders of Saks
Holdings, Inc. *
99.3 Joint Press Release of Saks Holdings, Inc. and Proffitt's, Inc.
dated July 5, 1998. *
99.4 Analysts' Conference Call Script. *
(*) Previously filed.
