__________________________________________________________________
___________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
(X) Annual Report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (No fee required, effective October 7,
1996)
For Year Ended: January 31, 1998
( ) Transition Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (No fee required) For the transition
period from ___________________ to __________________
Commission File Number: 333-25213
A. Full title of plan and the address of the plan, if different
from that of the issuer named below:
Proffitt's, Inc. 401(k) Retirement Plan
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Saks Incorporated
750 Lakeshore Drive, Birmingham, AL 35211
_________________________________________________________________
__________________________________________________________________
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or other persons who
administer the employee benefit plan) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly
authorized.
Proffitt's, Inc. 401(k)
Retirement Plan
______________________________
(Name of Plan)
Dated: June 29, 1999 By: /s/ Douglas E. Coltharp
_________________________
Douglas E. Coltharp
Executive Vice President
and Chief Financial
Officer
EXHIBIT INDEX
Exhibit Number Description of Document Page
23 Consent of Independent Accountants
Proffitt's, Inc. 401(k) retirement plan
financial statements and supplemental schedules
December 31, 1998 and 1997
Proffitt's, Inc. 401(k) Retirement Plan
Table of Contents Pages
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits
as of December 31, 1998 and 1997 2
Statement of Changes in Net Assets Available for
Plan Benefits for the year ended December 31, 1998 3
Notes to Financial Statements 4-11
Supplemental Schedules:
*Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1998 12
*Item 27d - Schedule of Reportable Transactions for the year
ended December 31, 1998 13-15
*Refers to item number in Form 5500 (Annual Return/Report
of Employee Benefit Plan) for the plan year ended December
31, 1998
Report of Independent Accountants
To the Administrator
Proffitt's, Inc. 401(k) Retirement Plan
In our opinion, the accompanying financial statements present
fairly, in all material respects, the net assets available for plan
benefits of the Proffitt's, Inc. 401(k) Retirement Plan (the
"Plan") as of December 31, 1998 and 1997, and the changes in net
assets available for plan benefits for the year ended December 31,
1998, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits
of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audit of the Plan's financial statements as of and for the year
ended December 31, 1998, was made for the purpose of forming an
opinion on the financial statements taken as a whole. The
supplemental schedules, as listed on the accompanying index, are
presented for the purpose of additional analysis and are not a
required part of the basic financial statements, but are
supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in
the audit of the basic financial statements for the year ended
December 31, 1998, and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.
PricewaterhouseCoopers LLP
Birmingham, Alabama
June 25, 1999
Proffitt's, Inc. 401(k) Retirement Plan
Statements of Net Assets Available for Plan Benefits
as of December 31, 1998 and 1997
1998 1997
-------- --------
ASSETS
Investments, at fair value $181,492,127 $83,957,255
Employee contribution receivable 830,642 443,912
Employer contribution receivable 2,328,941 1,707,840
Investment income receivable 701,660
----------- -----------
Total assets 184,651,710 86,810,667
LIABILITIES
Accrued administrative fees 135,325 4,929
----------- -----------
Net assets available for plan
benefits $184,516,385 $86,805,738
=========== ===========
The accompanying notes are an integral part of these financial
statements.
Proffitt's, Inc. 401(k) Retirement Plan
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended December 31, 1998
Increase in net assets available for plan benefits:
Interest and dividend income $5,185,777
Net depreciation in fair value of investments (8,204,570)
Contributions:
Employer 2,230,867
Employee 13,083,753
Rollover 352,600
Transfers from merged plans 114,778,333
------------
Total increases 127,426,760
------------
Decrease in net assets available for plan benefits:
Benefit payments 29,006,779
Administrative fees 709,334
------------
Total decreases 29,716,113
------------
Net increase 97,710,647
Net assets available for plan benefits, beginning
of year 86,805,738
------------
Net assets available for plan benefits, end of year $184,516,385
============
The accompanying notes are an integral part of these financial
statements.
Proffitt's, Inc. 401(k) Retirement Plan
Notes to Financial Statements
1. Description of the Plan
Proffitt's, Inc. (Proffitt's) adopted the Proffitt's, Inc.
401(k) Retirement Plan (the Plan) in order to provide
retirement benefits for its eligible employees. In
connection with the Proffitt's, Inc. September 17, 1998
merger with Saks Holdings, Inc., Proffitt's changed its
corporate name to Saks Incorporated (Saks or the Employer).
The following description of the Plan provides only general
information. Participants should refer to the plan agreement
for a more complete description of the Plan's provisions.
General - The Plan is a defined contribution plan covering
all eligible employees of Saks and certain subsidiaries who
are a minimum 21 years of age, are regularly scheduled to
work at least 30 hours a week, and have completed at least
one year of employment. Leased employees and individuals who
are represented by collective bargaining groups are not
eligible to participate in the Plan. The Plan is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA).
During 1998, the Board of Directors of Saks amended the Plan
in order to provide for the merger of the G. R. Herberger's
Inc. 401(k) Employee Stock Purchase Plan and Employee Stock
Ownership Plan (the Herberger's Plan), the Carson Pirie
Scott & Company Savings Plan, and the Brody Brothers Dry
Goods Company, Inc. 401(k) Profit Sharing Plan (the Brody's
Plan) into the Plan and to change the trustee of the Plan
from Trustmark National Bank to AmSouth Bank. The Board of
Directors also authorized the transfer of certain
participant accounts and assets from the Mercantile Stores
Savings, Profit Sharing and Supplemental Retirement Plan
(the Mercantile Plan) and the C.J. Gayfer Company, Inc.
Savings and Profit Sharing Plan (the Gayfer Plan) to the
Plan as direct plan-to-plan transfers, with such transfers
to occur as soon as administratively feasible after the
closing dates of the respective store acquisitions. The
statement of changes in net assets available for plan
benefits for the year ended December 31, 1998 includes all
activity of the Herberger's Plan and the Brody's Plan
subsequent to the respective transfer dates. As of December
31, 1998, the Carson Pirie Scott & Company Savings Plan and
certain participant accounts and assets of the Mercantile
and Gayfer's plans had not yet merged into the Plan.
Contributions - The Employer contributes to the Plan a
discretionary amount of cash or employer stock as approved
by the Employer's Board of Directors. The Employer's
contributions are not mandatory and are not based on the
operations or net profits of the Employer. Employer
contributions may be 0% or any positive percentage
multiplied by matchable salary deferrals, as defined in the
Plan. Employer contributions may not exceed 5% of the
compensation of each participant making salary deferral
contributions. Participants voluntarily contribute to the
Plan up to 20% of the total compensation paid by the
Employer to such participants subject to certain limitations
set annually by the Internal Revenue Service.
Participant Accounts - Each participant's account is
credited with the participant's contribution, the Employer's
discretionary contribution, and an allocation of the Plan's
earnings or losses. Allocations are based on account
balances as defined by the plan document.
Vesting - Participants are immediately vested in their
contributions plus actual earnings thereon. Vesting in the
Employer's discretionary contribution portion plus actual
earnings thereon is based on years of credited service as
follows:
Years of Vested
Service Percentage
----------- ------------
Less than 5 0%
5 or more 100%
The vested percentage shall be 100% for a participant on and
after attainment of normal retirement age, death, or
disability (all as defined in the plan document).
Participant Loans - The Plan does not allow participants to
borrow from their fund accounts. However, in connection with
the merger of the Parisian Plan into the Plan, all
outstanding loans under the Parisian Plan were transferred
to the Plan. Such outstanding balances will be maintained by
the Plan until all amounts of principal and interest thereon
have been repaid. No new loans or extension of existing
loans will be made.
Forfeitures - Forfeitures occur when a nonvested participant
receives a distribution of the full vested value or incurs a
break in service, as defined in the plan document.
Forfeitures are used to reduce future employer
contributions. At December 31, 1998 and 1997, the Plan had
$180,129 and $149,984 of unallocated forfeitures included in
net assets available for plan benefits, respectively.
Distribution of Benefits - Plan benefits are distributed
upon retirement, death, or termination of service. A
participant may elect to receive a lump sum distribution
equal to the vested balance of his/her account or periodic
installments over a period of time not exceeding the
participant's life expectancy (or the joint life expectancy
of the participant and his/her beneficiary).
Termination of the Plan - Although it has not expressed any
intent to do so, the Employer has the right to terminate the
Plan at any time. In the event of termination of the Plan,
participants become fully vested and will be entitled to the
full value of their accounts.
2. Significant Accounting Policies
Basis of Accounting - The accounts of the Plan are
maintained on the accrual basis of accounting and have been
prepared in conformity with generally accepted accounting
principles.
Income Tax Status - The Internal Revenue Service has
determined and informed the Company by a letter dated April
23, 1998, that the Plan is designed in accordance with
applicable sections of the Internal Revenue Code (IRC).
Therefore, no provision for income taxes has been included
in the financial statements.
Valuation of Investments - Investments of the Plan are
stated in the accompanying financial statements at fair
value as determined by the trustee based on quoted market
prices.
Purchases and sales of investments are reflected as of the
trade date. Investment income is recorded when earned.
In accordance with the policy of stating investments at fair
value, the Plan presents in the statement of changes in net
assets available for plan benefits the net appreciation or
depreciation in the fair value of its investments which
consists of the realized gains or losses and the unrealized
appreciation or depreciation on those investments.
Contributions - Contributions from the Employer are accrued
based on amounts declared by the Employer's Board of
Directors. Contributions from employees are recorded in the
period in which the Employer makes the deductions from the
participant's payroll.
Expenses of the Plan - Expenses of $709,334 incurred in the
administration of the Plan during the 1998 plan year were paid
by the Plan. The Plan funds payment for expenses by assessing
a uniform 0.24% annual charge on the fair value of each fund.
The plan administrator has designatd the LaSalle Income Plus Fund
to pay the majority of the Plan's expenses. Accordingly, each
fund transfers the amount of the assessed charge to the LaSalle
fund to pay plan expenses.
Use of Estimates - The preparation of financial statements
in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates
of the financial statements and the reported amounts of
additions and deductions during the reporting periods.
Actual results could differ from those estimates.
3. Investments
Investments are allocated to the following funds as directed
by the participants:
LaSalle Income Plus Fund - Fund assets are used to invest in
a broadly diversified portfolio of investment contracts
issued by insurance companies, banks, and other financial
institutions. The fund seeks to maintain a stable share
price and expects to maintain a weighted average maturity of
two to three years.
Strong Corporate Bond Fund - Fund assets are invested in a
broadly diversified portfolio of debt securities issued by
U.S. corporations, U.S. government securities, municipal
obligations, mortgage backed securities, and other fixed
income investments. The fund seeks to mix higher returns
with a fixed income investment.
Vanguard/Wellington Fund - The fund seeks current income and
moderate growth by following a diversified and balanced
program of investing in bonds and common stocks. The bonds
are held for relative stability of income and principal,
while the common stocks are held for potential growth of
capital and income.
Vanguard Index 500 Fund - The fund seeks to replicate the
aggregate price and yield performance of the Standard and
Poor's 500 Composite Stock Price Index (the Index) by
investing in common stocks of all 500 companies included in
the Index. The fund seeks to provide long-term investment
results. During 1998, this fund option was replaced with the
Vanguard Institutional Fund (the New Fund). Accordingly, all
assets held in this fund were transferred to the New Fund.
Vanguard Institutional Index Fund - The fund seeks to
provide long-term growth of capital and income from
dividends by investing in common stocks of all 500 companies
included in the S&P 500 Index in approximately the same
proportions as they are represented in the Index.
Fidelity Low-Priced Stock Fund - Fund assets are invested
primarily in the common stocks of smaller U.S. companies
whose stock prices are perceived to be undervalued in order
to provide long-term investment results. During 1998, this
fund option was replaced with the Neuberger & Berman Equity
Fund (the New Fund). Accordingly, all assets held in this
fund were transferred to the New Fund.
Franklin Small Cap Growth Fund - The fund invests primarily
in the common stock of smaller U.S. companies whose
prospects for growth are believed to be favorable in order
to provide long-term investment results with lower levels of
dividend income.
Warburg Pincus International Equity Fund - The fund invests
primarily in the common stocks of companies outside of the
United States in order to provide long-term investment
results with lower levels of dividend income.
Neuberger & Berman Equity Fund - The fund seeks long-term
capital appreciation and invests in a broadly diversified
portfolio of securities and smaller U.S. companies whose
stock prices are believed to be undervalued.
Saks Incorporated Common Stock Fund - The fund primarily
consists of investments made in Saks common stock. The
remaining portion of this fund is invested in money market
funds to allow for liquidity needs and to allow for the time
required to buy and sell individual shares of Saks stock.
Investment information as of December 31, 1998 and 1997 and
for the year ended December 31, 1998 is as follows:
1998 1997
-------- --------
Money market funds:
AmSouth Prime Obligation $609,459
Performance Money Market $77,530
Mutual funds:
Fidelity Low-Priced Stock 9,907,287
Franklin Small Cap Growth 12,231,369 8,030,250
LaSalle Income Plus 19,011,376 14,072,608
Vanguard Institutional Index 39,214,039
Strong Corporate Bond 11,182,798 6,366,782
Vanguard/Wellington 21,708,316 11,561,490
Vanguard Index 500 19,854,942
Neuberger & Berman Equity 11,974,598
Warburg Pincus International Equity 5,355,844 3,959,754
Common stock:
Saks Incorporated 59,964,303 9,676,342
Participant loans 240,025 450,270
----------- -----------
$181,492,127 $83,957,255
=========== ===========
Interest and dividend income $5,185,777
===========
Net depreciation in fair value of
investments $8,204,570
===========
Each of the above investments, with the exception of
investments in the Performance Money Market Fund, the
AmSouth Prime Obligation Fund, the Warburg Pincus
International Equity Fund, and the Participant loan funds
exceeds 5% of the Plan's net assets available for plan
benefits at December 31, 1998 and 1997, respectively.
The Plan's investments (including investments bought and
sold, as well as those held during the year) had net
appreciation (depreciation) in value during the year ended
December 31, 1998, as follows:
Mutual funds $4,664,970
Common stock (12,869,540)
------------
$(8,204,570)
4. Net Assets Available for Plan Benefits by Investment Program
The Plan provides for separate investment programs which
allow participants to direct their investing between eight
different investment programs. These programs have various
investment options including Saks Incorporated common stock
and various mutual and money market funds. The underlying
assets of the various mutual funds are invested in publicly
traded equity, debt and other securities.
Set forth below are net assets available for plan benefits
classified according to investment program as of December
31, 1998 and 1997:
<TABLE>
LaSalle Strong Vanguard
Holding Participant Income Corporate Vanguard/ Institutional
1998 Account Loans Plus Bond Wellington Index
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value $609,459 $240,025 $19,011,376 $11,182,798 $21,708,316 $39,214,039
Employee contribution receivable 174,705 52,979 109,923 187,183
Employer contribution receivable
---------- ---------- ---------- ---------- ---------- ----------
Total assets 609,459 240,025 19,186,081 11,235,777 21,818,239 39,401,222
Accrued administrative fees 135,325
---------- ---------- ---------- ---------- ---------- ----------
Net assets available for plan
benefits $609,459 $240,025 $19,050,756 $11,235,777 $21,818,239 39,401,222
========== ========== ========== =========== =========== ==========
</TABLE>
<TABLE>
Franklin Warburg Saks
Small Pincus Neuberger Incorporated
Cap International & Berman Common
Growth Equity Equity Stock Total
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Investments, at fair value $12,231,369 $5,355,844 $11,974,598 $59,964,303 $181,492,127
Employee contribution receivable 73,740 40,903 75,831 115,378 830,642
Employer contribution receivable 2,328,941 2,328,941
---------- ---------- ---------- ---------- ------------
Total assets 12,305,109 5,396,747 12,050,429 62,408,622 184,651,710
Accrued administrative fees 135,325
---------- ---------- ---------- ---------- -----------
Net assets available for plan
benefits $12,305,109 $5,396,747 $12,050,429 $62,408,622 $184,516,385
========== ========== ========== ========== ===========
</TABLE>
<TABLE>
LaSalle Strong Vanguard
Holding Participant Income Corporate Vanguard/ Index
1997 Account Loans Plus Bond Wellington 500
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value $77,530 $450,270 $14,072,608 $6,366,782 $11,561,490 $19,854,942
Employee contribution receivable 443,912
Employer contribution receivable
Investment income receivable 68,257 39,662 234,651
----------- --------- ---------- ---------- ---------- ----------
Total assets 521,442 450,270 14,140,865 6,406,444 11,561,490 20,089,593
Accrued adiministrative fees 4,929
---------- --------- ---------- ---------- ---------- -----------
Net assets available for plan
benefits $516,513 $450,270 $14,140,865 $6,406,444 $11,561,490 $20,089,593
========== ========== =========== ========== =========== ===========
</TABLE>
<TABLE>
Fidelity Franklin Warburg Saks
Low- Small Pincus Incorporated
Priced Cap International Common
Stock Growth Equity Stock Total
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Investments, at fair value $9,907,287 $8,030,250 $3,959,754 $9,676,342 $83,957,255
Employee contribution receivable 443,912
Employer contribution receivable 1,707,840 1,707,840
Investment income receivable 359,090 701,660
---------- ---------- ---------- ---------- ----------
Total assets 9,907,287 8,389,340 3,959,754 11,384,182 86,810,667
Accrued administrative fees 4,929
---------- ---------- ---------- ---------- ----------
Net assets available for plan
benefits $9,907,287 $8,389,340 $3,959,754 $11,384,182 $86,805,738
========== ========== ========== =========== ===========
</TABLE>
5. Changes in Net Assets Available for Plan Benefits by Investment Program
Set forth below are changes in net assets available for plan benefits
by investment program for the year ended December 31, 1998:
<TABLE>
LaSalle Strong
Holding Participant Income Corporate Vanguard/ Vanguard
Account Loans Plus Bond Wellington Index 500
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Increase in net assets available for
plan benefits:
Interest and dividend income $449,771 $2,371 $862,234 $480,350 $2,298,333
Net appreciation (depreciation)
in fair value of investments 29,478 138,498 150,679 (731,770) $2,823,194
Contributions:
Employer
Employee 1,735,983 882,327 1,852,742 556,498
Rollover 98,717 29,032 28,290 12,657
Transfer from merged plans 77,302 381,011 10,391 126,309
--------- ---------- ---------- ---------- ---------- ----------
Total increases 449,771 109,151 3,216,443 1,552,779 3,573,904 3,392,349
Decreases in net assets available for
plan benefits:
Benefit payments 79,228 5,415,935 1,615,637 2,642,833 593,481
Administrative expenses 704,202 737 2,316 283
--------- ---------- ---------- ---------- ---------- ----------
Total decreases 0 79,228 6,120,137 1,616,374 2,645,149 593,764
Net increase prior to interfund
transfers 449,771 29,923 (2,903,694) (63,595) 928,755 2,798,585
Interfund transfers, net (356,825) (240,168) 7,813,585 4,892,928 9,327,994 (22,888,178)
---------- --------- ---------- ---------- ---------- ----------
Net increase (decrease) 92,946 (210,245) 4,909,891 4,829,333 10,256,749 (20,089,593)
Net assets available for plan benefits,
beginning of year 516,513 450,270 14,140,865 6,406,444 11,561,490 20,089,593
--------- --------- ---------- ---------- ---------- ----------
Net assets available for plan benefits,
end of year $609,459 $240,025 $19,050,756 $11,235,777 $21,818,239 $0
========= ========= =========== ========== ========== ==========
</TABLE>
<TABLE>
Fidelity Franklin Warburg Saks
Vanguard Low- Small Pincus Neuberger Incorporated
Institutional Priced Cap International & Berman Common
Index Stock Growth Equity Equity Stock Total
--------- --------- --------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Increase in net assets available for
plan benefits:
Interest and dividend income $735,566 $172,621 $184,531 $5,185,777
Net appreciation (depreciation)
in fair value of investments 3,613,419 $916,780 (500,631) $(20,126)(1,754,551) $(12,869,540) (8,204,570)
Contributions:
Employer 2,230,867 2,230,867
Employee 2,543,250 253,898 1,340,211 737,710 1,131,057 2,050,077 13,083,753
Rollover 54,927 1,325 32,299 7,719 39,358 48,276 352,600
Transfer from merged plans 316,982 85,717 110,522 85,997 113,584,102 114,778,333
---------- ---------- ----------- ---------- --------- ----------- -----------
Total increases 7,264,144 1,172,003 1,130,217 835,825 (313,608) 105,043,782 127,426,760
Decreases in net assets available for
plan benefits:
Benefit payments 3,848,824 254,548 1,452,882 740,515 1,067,404 11,295,492 29,006,779
Administrative expenses 712 69 77 10 83 845 709,334
---------- --------- ----------- --------- --------- ----------- -----------
Total decreases 3,849,536 254,617 1,452,959 740,525 1,067,487 11,296,337 29,716,113
Net increase prior to interfund
transfers 3,414,608 917,386 (322,742) 95,300 (1,381,095) 93,747,445 97,710,647
Interfund transfers, net 35,986,614 (10,824,673) 4,238,511 1,341,693 13,431,524 (42,723,005) 0
---------- ---------- ------------ ---------- ---------- ---------- -----------
Net increase (decrease) 39,401,222 (9,907,287) 3,915,769 1,436,993 12,050,429 51,024,440 97,710,647
Net assets available for plan benefits,
beginning of year 9,907,287 8,389,340 3,959,754 11,384,182 86,805,738
---------- ----------- ------------ ---------- ---------- ----------- ----------
Net assets available for plan benefits,
end of year $39,401,222 $0 $12,305,109 $5,396,747 $12,050,429 $62,408,622 $184,516,385
=========== =========== =========== ========== =========== =========== ============
</TABLE>
6. Form 5500
Any differences existing between the Form 5500 and the numbers included
in this report relate directly to accruals reflected in the financial
statements.
7. Subsequent Event
Effective January 1, 1999, the Board of Directors of Saks amended and
restated the Plan in order to change the name of the Plan to "Saks
Incorporated 401(k) Retirement Plan," eliminate the one year eligibility
requirement for exempt employees and replace it with a three-month
service requirement for non-exempt employees, add a "last day of the
year requirement" for a participant to be eligible for the matching
contribution, and to allow the employer to make, on a discretionary
basis, "bonus" matching contributions, as deemed appropriate.
Supplemental Schedules
Proffitt's, Inc. 401(k) Retirement Plan
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1998
<TABLE>
<S> <C> <C> <C> <C>
c. Description of Investment Including
b. Identity of Issuer, Borrower, Maturity Date, Rate of Interest, e. Current
a. Lessor, or Similar Party Collateral, Par, or Maturity Value d. Cost Value
----- -------------------------------- -------------------------------------- ------- ----------
* AmSouth Prime Obligation Money market fund $609,459 $609,459
* Participant loans Various interest rates and maturities 240,025 240,025
LaSalle Income Plus Mutual fund 19,009,977 19,011,376
Strong Corporate Bond Mutual fund 10,886,907 11,182,798
Vanguard/Wellington Mutual fund 21,642,425 21,708,316
Vanguard Institutional Index Mutual fund 35,609,626 39,214,039
Neuberger & Berman Equity Mutual fund 13,394,094 11,974,598
Franklin Small Cap Growth Mutual fund 11,725,023 12,231,369
Warburg Pincus International
Equity Mutual fund 6,028,776 5,355,844
* Saks Incorporated Employer common stock 22,234,521 59,964,303
------------ ------------
$141,380,833 $181,492,127
============ ============
* Party-in-interest to the Plan.
</TABLE>
Proffitt's, Inc. 401(k) Retirement Plan
Item 27d - Schedule of Reportable Transactions
for the year ended December 31, 1998
I. Single transactions exceeding 5% of assets.
See attached schedule.
NOTE - Information required in Columns e and f is inapplicable.
II. Series of transactions involving property other than securities.
NONE
III. Series of transactions of same issue exceeding 5% of assets.
See attached schedule.
NOTE - Information required in Columns e, f, and h is inapplicable.
IV. Transactions in conjunction with same person involved in reportable
single transactions.
NONE
Proffitt's, Inc. 401(k) Retirement Plan
Item 27d(l) - Schedule of Reportable Transactions
for the year ended December 31, 1998
<TABLE>
<C> <C> <C> <C> <C> <C> <C>
h. Current
Value of
Asset on
a. Identity of b. Description c. Pruchase d. Sales g. Cost of Transaction
Party Involved of Asset Price Price Asset Date i. Net Gain
- ---------------------- ----------------- ----------- ---------- ----------- -------------- -----------
*AmSouth Prime Obligation Money market fund $5,774,158 $5,774,158
*AmSouth Prime Obligation Money market fund $5,436,454 $5,436,454 $5,436,454 $0
Performance Money Market Money market fund $33,106,315 $33,106,315
Performance Money Market Money market fund $5,905,903 $5,905,903
*Saks Incorporated Employer common stock $33,106,315 $4,243,187 $33,106,315 $28,863,128
*Saks Incorporated Employer common stock $5,905,903 $623,647 $5,905,903 $5,282,256
Peformance Money Market Money market fund $43,867,088 $42,867,088 $43,867,088 $0
Franklin Small Cap Growth Mutual fund $4,878,828 $4,878,828
LaSalle Income Plus Mutual fund $7,775,072 $7,775,072
Nueberger & Berman Genesis Mutual fund $11,092,580 $11,092,580
Vanguard/Wellington Mutual fund $9,038,394 $9,038,394
Vanguard Institutional Index Mutual fund $12,701,394 $12,701,394
Employee Benefit Money Market Money market fund $11,105,791 $11,105,791
Fidelity Low-Priced Stock Mutual fund $11,096,917 $9,123,244 $11,096,917 $1,973,673
Employee Benefit Money Market Money market fund $11,105,791 $11,105,791 $11,105,791 $0
</TABLE>
Proffitt's, Inc. 401(k) Retirement Plan
Item 27d(III) - Schedule of Reportable Transactions
for the year ended December 31, 1998
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
c. Purchases d. Sales
a. Identity Of b. Description ------------------ --------------------- g. Cost of
Party Involved Of Asset Price Number Price Number Asset i. Net Gain
- ----------------------- ----------------- ------- ------- ------- ------- ----------- -----------
Fidelity Low-Priced Stock Mutual fund $699,093 60 11,528,497 69 $9,475,854 $2,052,643
Franklin Small Cap Growth Mutual fund $7,907,180 183 $3,187,145 279 $2,775,265 $411,880
LaSalle Income Plus Mutual fund $15,959,132 232 $11,112,946 370 $11,112,946 $0
Neuberger & Berman Genesis Mutual fund $17,082,109 116 $3,361,053 217 $3,698,397 $(337,344)
Strong Corporate Bond Mutual fund $7,866,556 199 $3,188,696 274 $3,004,426 $184,270
Vanguard/Wellington Mutual fund $15,598,112 233 $4,733,937 275 $4,128,990 $604,947
Vanguard Institutional
Index Mutual fund $20,476,309 188 $7,949,837 241 $6,572,982 $1,376,855
Warburg Pincus Inter-
national Equity Mutual fund $2,957,493 134 $1,537,310 231 $1,772,827 $(235,517)
*Saks Incorporated Employer common
stock $5,923,073 176 $51,951,300 222 $9,327,372 $42,623,928
Employee Benefit Money
Market Money market
fund $11,105,791 1 $11,105,791 1 $11,105,791 $0
Performance Money Market Money market
fund $67,400,724 104 $67,459,653 92 $67,459,653 $0
*AmSouth Prime Obligation Money market
fund $5,903,320 47 $5,436,454 35 $5,436,454 $0
*Party-in-interest to the Plan.
</TABLE>
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (File No. 333-27813) of Saks
Incorporated (formerly Proffitt's, Inc.) of our report dated June
15, 1999, relating to the financial statements of G.R. Herberger's,
Inc. 401(k) Employee Stock Purchase Plan and Employee Stock
Ownership Plan, which appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Birmingham, Alabama
June 29, 1999
