SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Saks Holdings, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
79377 R109
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(CUSIP Number)
Brian J. Martin, Esq.
c/o Proffitt's, Inc.
750 Lakeshore Parkway
Birmingham, Alabama 35211
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(Name, Address and Telephone Number of
Person Authorized to Receive Notice
and Communications)
July 4, 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 Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box ____.
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 79377 R109 Page 2 of pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Proffitt's, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP A ___
B ___
3. USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) ____
6. CITIZENSHIP OF PLACE OF ORGANIZATION
Tennessee
______________________
7. SOLE VOTING POWER
NUMBER OF
SHARES 8. SHARED VOTING POWER
OWNED BY EACH 9,731,980
REPORTING
PERSON 9. SOLE DISPOSITIVE POWER
WITH
10. SHARED DISPOSITIVE POWER
9,731,980
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,731,980
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ___
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
14. TYPE OF REPORTING PERSON
CO
Item 1. Security and Issuer
This statement relates to the common stock, par value $0.01
per share ("Saks Common Stock") of Saks Holdings, Inc., a Delaware
corporation ("Saks"). The address of Saks' principal executive
offices is:
Saks Holdings, Inc.
12 East 49th Street
New York, New York 10017
Item 2. Identity and Background
The name of the person filing this statement is Proffitt's,
Inc., a Tennessee corporation ("Proffitt's"). Proffitt's operates
department and specialty department stores. Its principal
executive office and principal business address is:
Proffitt's, Inc.
750 Lakeshore Parkway
Birmingham, Alabama 35211
During the last five years neither Proffitt's nor any of its
executive officers and directors listed on Schedule A of this
statement (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) has
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding
is or was 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.
Item 3. Source and Amount of Funds or Other Consideration.
On July 4, 1998, Proffitt's, Fifth Merger Corporation, a
Delaware corporation and a wholly-owned subsidiary of Proffitt's
("Sub"), and Saks executed an Agreement and Plan of Merger (the
"Merger Agreement"). The Merger Agreement provides for the merger
(the "Merger") of Sub with and into Saks, with the result that Saks
will become a wholly-owned subsidiary of Proffitt's at the
effective time of the Merger and all of the outstanding shares of
Saks Common Stock will be converted into shares of Proffitt's
common stock, $0.10 par value per share ("Proffitt's Common
Stock"). Concurrently and in connection with the execution of the
Merger Agreement, Proffitt's and certain stockholders of Saks
listed on Schedule B to this Statement (the "Stockholders")
executed the Stockholders' Agreement and the Registration Rights
Agreement, each such Agreement being described in Item 6. The
Stockholders' Agreement contains provisions relating to the
Stockholders' voting of their shares of Saks Common Stock and the
disposition of their Saks Common Stock. No consideration was paid
by Proffitt's in connection with the Stockholders' Agreement other
than execution of the Merger Agreement and the Registration Rights
Agreement. No funds will be used.
Item 4. Purpose of Transaction
The purpose of the Stockholders' Agreement was to induce
Proffitt's execution of the Merger Agreement and increase the
likelihood of consummation of the Merger. Upon the closing of the
Merger, Proffitt's will acquire ownership of all of the outstanding
shares of Saks Common Stock. The Merger will result in the
delisting of Saks Common Stock from the New York Stock Exchange.
At the effective time of the Merger, the current Board of
Directors of Saks will be replaced by a new Board of three members,
each of whom is an executive officer of Proffitt's. Such persons
are: R. Brad Martin, James A. Coggin and Brian J. Martin.
Item 5. Interest in Securities of the Issue.
A total of 9,731,980 shares of Saks Common Stock are subject
to the Stockholders' Agreement, representing 15.2% of the
outstanding shares of Saks Common Stock. Neither Proffitt's nor
any of its executive officers or directors is the beneficial owner
of any other shares of Saks Common Stock.
Proffitt's may be deemed, as a result of the Stockholders'
Agreement, to have the shared power to vote or direct the vote of
9,731,980 shares of Saks Common Stock, and the shared power to
dispose of or to direct the disposition of 9,731,980 shares of Saks
Common Stock.
Schedule B sets forth the name, address, place of organization
and number of shares of Saks Common Stock subject to the
Stockholders' Agreement for each of the Stockholders. Each
Stockholder is a holding company for investments, except Chemical
Nominees (Guernsey) Ltd., which is a nominee owner.
Item 6. Contracts, Arrangements, Understanding or Relationships
with Respect to Securities of the Issuer.
On July 4, 1998, Proffitt's, Sub and Saks executed the Merger
Agreement. The Merger Agreement provides for the merger of Sub
with and into Saks, and the conversion of each outstanding share of
Saks Common Stock into .82 of a share of Proffitt's Common Stock.
As a result of the Merger, Saks will become a wholly-owned
subsidiary of Proffitt's.
Concurrently and in connection with the execution of the
Merger Agreement, Proffitt's and the Stockholders executed the
Stockholders' Agreement. Pursuant to the Stockholders' Agreement,
the Stockholders agreed, with respect to approval of the Merger
Agreement or any other transaction or transaction agreements
contemplated thereby, to vote in favor of the Merger. Also
pursuant to the Stockholders' Agreement, the Stockholders agreed
(i) not to dispose of the shares of Saks Common Stock (or enter
into any arrangement with respect to the disposition of their
shares of Saks Common Stock) other than pursuant to the Merger,
except to a person who agrees to take the shares subject to the
Stockholders' Agreement, (ii) not to permit their officers,
directors, employees advisers or representatives to initiate or
solicit any competing offer for Saks, and (iii) agreed to notify
Proffitt's of the receipt of any competing offer.
The Stockholders' Agreement terminates upon the earliest of
(i) the effective time of the Merger, (ii) the termination of the
Merger Agreement in accordance with its terms, and (iii) March 31,
1999.
Also concurrently and in connection with the execution of the
Merger Agreement, Proffitt's and the Stockholders executed the
Registration Rights Agreement. The Registration Rights Agreement
gives the Stockholders the right, under certain conditions, to
require Proffitt's (i) to register for sale under the Securities
Act of 1933 (the "Act") the shares of Proffitt's Common Stock into
which the shares of Saks Common Stock of the Stockholders are
converted at the effective time of the Merger (the "Registrable
Shares"), or (ii) to include the Registrable Shares in certain
types of registration statements covering Proffitt's Common Stock
or other common equity securities that may be initiated by
Proffitt's.
Item 7. Material to be Filed as Exhibits
The following exhibits are incorporated in this statement by
reference:
1. Agreement and Plan of Merger dated July 4, 1998,
among Proffitt's, Inc., Fifth Merger Corporation and Saks
Holdings, Inc. (incorporated by reference to Exhibit 2 to
Proffitt's Current Report on Form 8-K filed July 8,
1998).
2. Registration Rights Agreement dated July 4, 1998,
among Proffitt's and the Stockholders (incorporated by
reference to Exhibit 4.1 to Proffitt's Current Report on
Form 8-K filed July 8, 1998).
3. Stockholders' Agreement dated July 4, 1998, among
Proffitt's and the Stockholders (incorporated by
reference to Exhibit 4.2 to Proffitt's Current Report on
Form 8-K filed July 8, 1998).
Signature
After reasonable inquiry and to best of my knowledge and belief, I
certify that the information set forth in this Statement is true,
complete and correct.
PROFFITT'S, INC.
By: /s/ Brian J. Martin
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Brian J. Martin,
Executive Vice President
of Law and General
Counsel
DATE: July 13, 1998
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SCHEDULE A
EXECUTIVE OFFICERS OF PROFFITT'S, INC.
Name Title
R. Brad Martin Chairman of the Board of Directors
and Chief Executive Officer
James A. Coggin President and Chief Operating
Officer
Robert M. Mosco President and Chief Executive
Officer of Proffitt's Merchandising
Group
Douglas E. Coltharp Executive Vice President and Chief
Financial Officer
Brian J. Martin Executive Vice President of Law and
General Counsel
Donald E. Wright Senior Vice President of Finance and
Accounting
DIRECTORS OF PROFFITT'S, INC.
Bernard E. Bernstein
Stanton J. Bluestone
John W. Burden, III
Edmond D. Cicala
Ronald de Waal
Julius W. Erving
Michael S. Gross
Donald E. Hess
G. David Hurd
R. Brad Martin
C. Warren Neel
Marguerite W. Sallee
Gerald Tsai, Jr.
SCHEDULE B
Certain Stockholders of Saks Holdings, Inc.
Number of
Place of Shares of Saks
Name and Address Organization(1) Common Stock
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Saks Fifth Avenue Holdings II Ltd(2) 1,657,899
Saks Fifth Avenue Investments II Ltd.(2) 1,657,899
SFA Folio Limited(3) 40,207
SFA Label Limited(3) 40,207
SFA Collection Limited(3) 40,207
SFA Designer Limited3 40,207
Flair Limited(2) 3,124,914
Chemical Nominees (Guernsey) Ltd.(4) 818,440
Saks Investments Limited(2) 24,000
Saks Equity Limited(2) 24,000
SFA Capital Limited(2) 2,250,000
Ballet Limited(3) 1,400
Denary Limited(3) 1,400
Gleam Limited(3) 1,400
Highlands Limited(3) 1,400
Noble Limited(3) 1,400
Outrigger Limited(3) 1,400
Quill Limited(3) 1,400
Radial Limited(3) 1,400
Shoreline Limited(3) 1,400
Zinnia Limited(3) 1,400
(1) Each Stockholder is organized under the laws of the Cayman
Islands, except Chemical Nominees (Guernsey) Ltd. is organized
under the laws of the Channel Islands.
(2) The address of the Stockholder is P.O. Box 1111, Westwind
Building, Grand Cayman, Cayman Islands, British West Indies.
(3) The address of the Stockholder is P.O. Box 2197, Westwind
Building, Grand Cayman, Cayman Islands, British West Indies.
(4) The address of the Stockholder is P.O. Box 127, Chase House,
Grenville Street, St. Helier, Jersey JE4 8KH, Channel Islands.
