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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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(Rule 13d-101)
Under the Securities Exchange Act of 1934
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BELK, INC.
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(Name of Issuer)
Class A Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
N/A
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(CUSIP Number)
Sarah Belk Gambrell
300 Cherokee Road
Charlotte, NC 28207
(704-553-8296)
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Larry D. Estridge, Esq.
Wyche, Burgess, Freeman & Parham, P.A.
Post Office Box 728
Greenville, SC 29602
(864-242-8200)
May 2, 1998
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(Date of Event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedules including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 7 Pages
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<TABLE>
<CAPTION>
SCHEDULE 13D FORMS 7060
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<S> <C> <C>
CUSIP No. N/A 13D PAGE 2 OF 7 PAGES
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1 NAMES OF REPORTING PERSONS
Sarah Belk Gambrell
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00 - See Item 3
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER 9,207,558
Class A Common Stock
SHARES See Item 5
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BENEFICIALLY 8 SHARED VOTING POWER 2,576,465(1)
Class A Common Stock
OWNED BY See Item 5
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EACH 9 SOLE DISPOSITIVE POWER 9,207,558
Class A Common Stock
REPORTING See Item 5
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PERSON WITH 10 SHARED DISPOSITIVE POWER 2,576,465(1)
Class A Common Stock
See Item 5
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,784,023 See Item 5
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.7%(2) See Item 5
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14 TYPE OF REPORTING PERSON
IN
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</TABLE>
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1 See Item 5.
2 Assumes a total of 59,713,460 shares of Class A Common Stock outstanding.
Page 2 of 7 Pages
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STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
Item 1. Security and Issuer
The class of equity securities to which this Statement on Schedule 13D
relates is the Class A Common Stock, par value $.01 per share ("Class A Common
Stock"), of Belk, Inc. ("Belk"), a Delaware corporation. Belk's principal
executive offices are located at 2801 West Tyvola Road, Charlotte, North
Carolina 28217-4500.
Item 2. Identity and Background
Pursuant to Rules 13d(1)(k)(1) and (2) of Regulations D-G of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), the undersigned hereby files this Schedule 13D. The
undersigned owns Class A Common Stock both directly and indirectly. See Item 5.
(a) Sarah Belk Gambrell
(b)-(c) Mrs. Gambrell's business address is 6100 Fairview Road, Suite
640, Charlotte, NC 28210. Mrs. Gambrell's principal occupation is management of
investments and Director of Belk. Belk's address is 2801 West Tyvola Road,
Charlotte, NC 28217-4500 and Belk is primarily engaged in the retail sales
business.
(d)-(e) During the last five years, Mrs. Gambrell has not (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, become subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.
(f) Mrs. Gambrell is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the Plan and Agreement of Reorganization (the
"Reorganization Agreement"), dated as of November 25, 1997, as amended, by and
among Belk, Belk Acquisition Co., a South Carolina corporation, and the Belk
Companies named therein (the "Belk Companies"), the Belk Companies were merged
with and into Belk, with Belk as the surviving corporation (the
"Reorganization"). At the Effective Time of the Reorganization (as defined in
the Reorganization Agreement), each outstanding share of capital stock (other
than treasury shares and shares held by Belk Companies in other Belk Companies)
of each Belk Company ("Belk Companies Common Stock") was converted into the
right to receive a number of shares of Class A Common Stock as set forth in the
Reorganization Agreement. Fractional shares were not issued. The Reporting
Person owned, directly and indirectly, shares of Belk Companies Common Stock
that were converted into Class A Common Stock in the Reorganization.
The foregoing summary of the terms of the Reorganization Agreement does
not purport to be complete and is qualified in its entirety by reference to the
full text of the Reorganization Agreement, a copy of which is attached as Annex
B to Belk's Proxy Statement/Prospectus, as mailed to shareholders of the Belk
Companies on March 13, 1998, and Exhibit 2.1 to Belk's Amendment No. 1 to
Registration Statement (File No. 333-42935) filed with the Commission on March
5, 1998, and is specifically incorporated by reference herein.
Page 3 of 7 Pages
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Item 4. Purpose of Transaction.
The purpose of the underlying transaction which resulted in Mrs.
Gambrell's beneficial ownership was the Reorganization. Upon effectiveness of
the Reorganization, each outstanding share of Belk Companies Common Stock
converted into the right to receive a number of shares of Class A Common Stock,
as set forth in the Reorganization Agreement.
As described in Item 5 (which response is specifically incorporated by
reference herein), Mrs. Gambrell is in the process of exercising dissenters'
rights with respect to her shares in certain of the Belk Companies, which will
result in a decrease in the number of shares beneficially owned by her of Class
A Common Stock.
Mrs. Gambrell may, from time to time, increase, reduce or dispose of
her investment in Belk, depending on general economic conditions in the markets
in which Belk operates, the market price of the Class A Common Stock, the
availability of funds, other opportunities available to the Reporting Person,
and other considerations.
Except as stated above and other than those changes instituted upon
effectiveness of the Reorganization Agreement, Mrs. Gambrell has no plans or
proposals that relate to or would result in any of the matters referred to in
paragraphs (a)-(j) of Item 4 of Schedule 13D. Such changes pursuant to the
Reorganization Agreement included changes to the Board of Directors, an increase
in authorized stock and amendments to the Certificate of Incorporation and
Bylaws of Belk.
Item 5. Interest in Securities of the Issuer.
(a)-(b) Mrs. Gambrell owns shares of Class A Common Stock both directly
and indirectly. The following chart demonstrates such ownership.
<TABLE>
<CAPTION>
Percentage of
Number of Outstanding Class A Attributed
Owner Shares Owned Common Stock(3) Beneficial Ownership
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<S> <C> <C> <C>
Trusts established by 1,140,080 1.90925% Shared(1)
W. H. Belk
Trusts under the will of 1,436,385 2.4054% Shared(2)
Mary I. Belk
Sarah Belk Gambrell 9,207,558 15.4% Sarah Belk Gambrell has the sole
power to vote and direct the
disposition of these shares
</TABLE>
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(1) Voting and disposition power for the trusts for Sarah Belk Gambrell and
certain other Belk family members is shared by Mrs. Gambrell with
certain other trustees. These other trustees are John M. Belk,
Henderson Belk, W. H. Belk, Jr. and Irwin Belk.
(2) Voting and disposition power for the trusts for Sarah Belk Gambrell and
certain other Belk family members is shared by Mrs. Gambrell with
certain other trustees. These other trustees are John M. Belk,
Henderson Belk, W. H. Belk, Jr. and Irwin Belk.
(3) Assumes a total of 59,713,460 shares of Class A Common Stock
outstanding.
(c) Except for the issuance of the shares of Class A Common Stock
pursuant to the Reorganization Agreement described in response to Items 3 and 4
(which responses are specifically incorporated by reference herein), no
transactions in Class A Common Stock were effected during the past 60 days by
any of the entities or natural persons listed in this Item 5.
Mrs. Gambrell is in the process of exercising dissenters' rights with
respect to her shares in certain of the Belk Companies, which exercise will
result in a decrease in the number of shares beneficially owned by her of Class
A Common Stock. The number by which her beneficial ownership of Class A Common
Stock will decline as a result of her exercise of dissenters' rights cannot be
determined at this time. An agreement between Belk and Mrs. Gambrell with
Page 4 of 7 Pages
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respect to such exercise of dissenters' rights is set forth as Exhibit B to this
Schedule 13D (which agreement is specifically incorporated by reference herein).
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
securities described above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Other than the Reorganization Agreement described in response to Items
3 and 4 (which responses are specifically incorporated by reference herein) and
any ancillary documents executed pursuant to the Reorganization Agreement and
the agreement with Belk respecting the exercise of dissenters' rights described
in response to Item 5 (which response is specifically incorporated by reference
herein), there are no contracts, arrangements, understandings or relationships
with respect to the shares of Class A Common Stock owned by the Reporting
Person.
Item 7. Material to be filed as Exhibits.
The following Exhibits are filed as part of this Schedule 13D
Statement:
Exhibit A -- Plan and Agreement of Reorganization, dated as of November 25,
1997, by and among Belk, Belk Acquisition Co. and the Belk
Companies (incorporated by reference to Exhibit 2.1 to Belk's
Amendment No. 1 to Registration Statement on Form S-4 (File
No. 333-42935) filed with the Commission on March 5, 1998).
Exhibit B -- Letter respecting dissenters' rights.
Page 5 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 12, 1998.
SARAH BELK GAMBRELL
/s/ Sarah Belk Gambrell
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Page 6 of 7 Pages
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
99.B Plan and Agreement of Reorganization, dated as of November
25, 1997, by and among Belk, Belk Acquisition Co. and the Belk
Companies (incorporated by reference to Exhibit 2.1 to Belk's
Amendment No. 1 to Registration Statement on Form S-4 (File
No. 333-42935) filed with the Commission on March 5, 1998).
99.B Letter respecting dissenters' rights.
</TABLE>
Page 7 of 7 Pages
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Exhibit 99.B
[WYCHE, BURGESS, FREEMAN & PARHAM, P.A. LETTERHEAD]
864-242-8256
April 16, 1998
Mr. Ralph Pitts
Belk Store Services
2801 West Tyvola Road
Charlotte, NC 28217-4500
Re: Dissenters Rights
Dear Ralph:
By this letter agreement we will confirm the understanding reached on
Tuesday, April 14, regarding the exercise of dissenters rights by Sarah Belk
Gambrell and Sally Gambrell Knight. On Tuesday afternoon, we submitted to you,
on behalf of Sarah and Sally, dissenters rights notices regarding a substantial
number of the corporations in which they own stock. However, we have agreed that
the total amount to be paid to the two of them together by reason of the
exercise of their dissenters rights will be $50,000,000.
During the next few weeks, prior to the effective date of the merger, we
will negotiate in good faith in order to resolve the number of corporations as
to which the dissenters rights will continue to be effective. In these
negotiations we will attempt to reach an agreement as to the fair value to be
assigned to these corporations in order to arrive at an appropriate combination
which would yield a total aggregate payment of $50,000,000. When we have agreed
upon the appropriate collection of companies, then the dissenters notices as to
additional companies in the "dissenters rights pool" will be withdrawn and Sarah
and Sally will receive Belk, Inc. shares for those companies in accordance with
the exchange ratios previously published.
In the event we cannot reach agreement as to the values of a sufficient
number of corporations to establish a $50,000,000 combination, then those
differences would be resolved by one of two means. We would first attempt to
agree upon an arbitration process. In the unlikely event we should be unable to
agree on such a process, then Sarah and Sally would retain their right to take
legal action in the courts of one or more states in which the companies are
incorporated in order to have the fair values established through the judicial
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Mr. Ralph Pitts
April 16, 1998
Page 9
process described in the applicable state laws. Even if we are required to go
through that process in order to resolve differences, the ultimate result would
still be a withdrawal of a sufficient number of dissenters rights notices to
arrive at a total payment of $50,000,000.
I would appreciate your confirming our basic understanding by signing and
returning to me the enclosed copy of this letter. I look forward to hearing from
you.
Very truly yours,
/s/ Larry D. Estridge
Larry D. Estridge
LDE:ff
AGREED and CONFIRMED this 16 day of April, 1998.
/s/ Ralph Pitts
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Ralph Pitts,
As attorney and officer of all
present Belk companies and Belk, Inc.
