As filed with the Securities and Exchange Commission
on November 3, 1998
Registration No. 333-60123
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
Post-Effective Amendment No. 1
on
FORM S-8
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
SAKS INCORPORATED
(Formerly Proffitt's, Inc.)
(Exact Name of Registrant as Specified in its Charter)
Tennessee 5311 62-0331040
(State or other (Primary Standard IRS Employer
Jurisdiction Industrial Class- Indentification
of Incorporation ification Code Number
or Organization Number
-------------------
750 Lakeshore Parkway
Birmingham, Alabama 35211
(205) 940-4000
(Address, including zip code, and telephone
number, including area code of Registrant's
Principal Executive Office)
-------------------
Saks Holdings, Inc. 1996 Management Stock Incentive Plan
(Full title of the plan)
-------------------
R. Brad Martin
750 Lakeshore Parkway
Birmingham, Alabama 35211
(205) 940-4000
(Name, Address, including zip code, and
telephone number, including area code of Agent for Service)
-------------------
Copies to:
Philip L. McCool, Esq. Brian J. Martin, Esq.
Sommer & Barnard, PC Saks Incorporated
4000 Bank One Tower 750 Lakeshore Parkway
111 Monument Circle Birmingham, Alabama 35211
Indianapolis, Indiana 46204 (205) 940-4890
(317) 630-4000
-------------------
Approximate date of commencement of proposed sale of the
securities of the public: as soon as practicable after the
effective date of the Registration Statement.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company and
there is compliance with General Instruction G, 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, check
the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering.
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) 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.
=================================================================
This amendment has been prepared in accordance with the
requirements of Form S-8 in reliance on Rule 401(e) under the
Securities Act of 1933. This amendment relates to securities of the
Registrant issuable upon exercise of options issued under certain
employee and director stock option plans of Saks Holdings, Inc., a
Delaware corporation ("Holdings"), which were converted into
options to purchase common stock of the Registrant at the effective
time of the merger of Fifth Merger Corporation, a wholly owned
subsidiary of the Registrant, with and into Holdings.
No prospectus is filed herewith in accordance with Part I of
Form S-8.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The documents listed below, and all documents filed by Registrant
pursuant to Sections 13(a), 13(c) 14 and 15(d) of the Securities
Exchange Act of 1934 subsequent to the filing of this Registration
Statement for the Saks Holdings, Inc. 1996 Management Stock Incentive
Plan (the "Plan") and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, are deemed to
be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of this Registration Statement:
(a) The Registrant's Annual Report filed with the Securities
Exchange Commission ("SEC") on May 1, 1998 on Form 10-K
for the fiscal year ended January 31, 1998;
(b) The Registrant's Quarterly Reports filed with the SEC on
June 8, 1998 and September 14, 1998 for the fiscal quarters
ended May 2, 1998 and August 1, 1998, respectively;
(c) The Registrant's Current Reports on Form 8-K filed with the
SEC on February 11, February 17, March 26, April 13, July 8,
July 14 (as amended), August 4, August 20, August 31,
September 11, and two filings on September 23, 1998;
(d) The Registrant's Registration Statement on Form 8-A filed
March 26, 1998 in respect of the Proffitt's Rights Agreement; and
(e) The information contained in "Description of Proffitt's
Capital Stock" in the Registrant's Registration Statement
on Form S-4 (Reg. No. 333-17059) filed with the
Securities and Exchange Commission on July 29, 1998.
Item 4. Description of Securities.
On March 28, 1995, the Board of Directors of Registrant
declared a dividend distribution of one right (a "Right") for each
share of Registrant's Common Stock. Each Right entitles the holder
to purchase from Registrant one two-hundredth (one/200) of a share
of Series C Preferred Stock at a price of $85 per one one-hundredth
(one/100) of a share. Such Rights will attach to shares of
Registrant's Common Stock issued stockholders until such Rights
become exercisable. The Rights will become exercisable upon the
acquisition by any person of, or the announcement of the intention
of any person to commence a tender or exchange offer upon the
successful consummation of which such person would be the
beneficial owner of, 20% or more of the shares of Registrant's
Common Stock then outstanding, without the prior approval of the
Registrant's Board of Directors. The Rights are generally designed
to deter coercive takeover tactics and to encourage all persons
interested in potentially acquiring control of Registrant to treat
each stockholder on a fair and equal basis.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The By-Laws of Registrant provide that Registrant shall
indemnify to the full extent authorized or permitted by the
Tennessee Business Corporation Act any person made, or threatened
to be made, a party to any threatened, pending or completed action,
suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that such person, or such
person's testate or intestate, is or was an officer or director of
Registrant or serves or served as an officer or director of any
other enterprise at the request of Registrant.
Section 48-18-503 of the Tennessee Business Corporation Act
provides for "mandatory indemnification," unless limited by the
charter, by a corporation against reasonable expenses incurred by
a director who is wholly successful, on the merits or otherwise, in
the defense of any proceeding to which the director was a party by
reason of the director being or having been a director of the
corporation. Section 48-18-504 of the Tennessee Business
Corporation Act states that a corporation may, in advance of the
final disposition of a proceeding, reimburse reasonable expenses
incurred by a director who is a party to a proceeding if the
director furnishes the corporation with a written affirmation of
the director's good faith belief that the director has met the
standard of conduct required by Section 48-18-502 of the Tennessee
Business Corporation Act, that the director will repay the advance
if it is ultimately determined that such director did not meet the
standard of conduct required by Section 48-18-502 of the Tennessee
Business Corporation Act, and that those making the decision to
reimburse the director determine that the facts then known would
not preclude indemnification under the Tennessee Business
Corporation Act. Section 48-18-507 of the Tennessee Business
Corporation Act provides for mandatory indemnification, unless
limited by the charter, of officers pursuant to the provisions of
Section 48-18-503 of the Tennessee Business Corporation Act
applicable to mandatory indemnification of directors.
Registrant's By-Laws further provide that Registrant may
purchase and maintain insurance on behalf of any person who is or
was or has agreed to become a director or officer of Registrant, or
is or was serving at the request of Registrant as a director or
officer of another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against such
person and incurred by such person or on such person's behalf in
any such capacity, or arising out of such person's status as such,
whether or not Registrant would have the power to indemnify such
person against such liability under the By-Laws, provided that such
insurance is available on acceptable terms as determined by a
majority of Registrant's Board of Directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
4.1 Saks Holdings, Inc. 1996 Management Stock
Incentive Plan (incorporated by reference
to Exhibit 4.1 to Saks Holdings, Inc.'s
Form S-1 filed with Commission on
August 29, 1996)
5.1* Opinion of Sommer & Barnard, PC
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of PricewaterhouseCooprs LLP
23.3 Consent of PricewaterhouseCooprs LLP
23.4* Consent of Sommer & Barnard, P.C.
24.0* Power of Attorney
________________________
*Previously filed
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment 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.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) If the Registrant is a foreign private issuer, to
file a post-effective amendment to the Registration Statement
to include any financial statements required by Section 210.3-19 of
this chapter at the start of any delayed offering or
throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act
need not be furnished, provided that the Registrant includes
in the prospectus, by means of a post-effective amendment,
financial statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure that all
other information in the prospectus is at least as current as
the date of those financial statements.
(5) For the purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement 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.
(6) 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 described in Item 15, 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 liabilities (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.
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the Undersigned, thereunto
duly authorized, in the city of Birmingham, State of Alabama, on
the 2nd day of Novmeber, 1998.
Saks Incorporated
By: /s/ Brian J. Martin
______________________________
Brian J. Martin
Executive Vice President of Law
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on November 2, 1998.
/s/ R. Brad Martin*
___________________________
R. Brad Martin Chairman of the Board and Chief
Executive Officer (Principal
Executive Officer)
/s/ Ronald deWaal*
___________________________
Ronald deWaal Vice Chairman and Director
/s/ Douglas E. Coltharp*
___________________________
Douglas E. Coltharp Executive Vice President and Chief
Financial Officer (Principal
Financial Officer)
/s/ Donald E. Wright*
___________________________
Donald E. Wright Senior Vice President of Finance and
Chief Accounting Officer (Principal
Accounting Officer)
___________________________
Bernard E. Bernstein Director
/s/ Stanton J. Bluestone*
___________________________
Stanton J. Bluestone Director
/s/ John E. Burden, III*
___________________________
John W. Burden, III Director
/s/ Edmond D. Cicala*
___________________________
Edmond D. Cicala Director
/s/ James A. Coggin*
___________________________
James A. Coggin Director
___________________________
Julius Erving Director
/s/ Michael S. Gross*
___________________________
Michael S. Gross Director
/s/ Donald E. Hess*
___________________________
Donald E. Hess Director
/s/ G. David Hurd*
___________________________
G. David Hurd Director
/s/ Philip B. Miller*
___________________________
Philip B. Miller Director
___________________________
Robert M. Mosco Director
/s/ C. Warren Neel*
___________________________
C. Warren Neel Director
/s/ Charles J. Philippin*
___________________________
Charles J. Philippin Director
/s/ Stephen I. Sadove*
___________________________
Stephen I. Sadove Director
/s/ Marguerite W. Sallee*
___________________________
Marguerite W. Sallee Director
/s/ Gerald Tsai, Jr.*
___________________________
Gerald Tsai, Jr. Director
*By: /s/ Brian J. Martin
Brian J. Martin, Attorney-in-Fact
INDEX TO EXHIBITS FILED
TO REGISTRATION STATEMENT ON
AMENDMENT NO. 1 TO FORM S-4
OF SAKS INCORPORATED
Exhibit
Number Description
4.1 Saks Holdings, Inc. 1996 Management Stock
Incentive Plan (incorporated by reference
to Exhibit 4.1 to Saks Holdings, Inc.'s
Form S-1 filed with the Commission on
August 29, 1996)
5.1* Opinion of Sommer & Barnard, PC
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of PricewaterhouseCooprs LLP
23.3 Consent of PricewaterhouseCooprs LLP
23.4* Consent of Sommer & Barnard, P.C.
24.0* Power of Attorney
________________________
*Previously filed
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 on Form S-8 to Form S-4 of our report, dated March
19, 1998, except for Notes 1, 3, 4, 9, 11, and 13 as to which the
date is September 17, 1998, on our audits of the supplemental
consolidated financial statements of Saks Incorporated and
Subsidiaries (formerly Proffitt's, Inc.) as of January 31, 1998 and
February 1, 1997, and for each of the three years in the period
ended January 31, 1998 which report is included in the Company's
Current Report on Form 8-K dated September 23, 1998.
Our report includes an explanatory paragraph which states that the
supplemental consolidated financial statements give retroactive
effect to the merger of Proffitt's, Inc. with Saks Holdings, Inc.
The combination occurred on September 17, 1998, and has been
accounted for as a pooling-of-interests as described in Notes 1 and
3 to the supplemental consolidated financial statements. Generally
accepted accounting principles proscribe giving effect to a
consummated business combination accounted for by the pooling-of-
interests method in financial statements that do not include the
date of consummation; however, they will become the historical
consolidated financial statements of Saks Incorporated and
Subsidiaries after financial statements covering the date of
consummation of the business combination are issued.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Birmingham, Alabama
November 2, 1998
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 on Form S-8 to Form S-4 of our report, dated March
19, 1998, except for Note 12 as to which the date is March 26,
1998, on our audits of the consolidated financial statements and
financial statement schedule of Proffitt's, Inc. and Subsidiaries
as of January 31, 1998 and February 1, 1997, and for each of the
three years in the period ended January 31, 1998 which report is
included in the Company's Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Birmingham, Alabama
November 2, 1998
