SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)(1)
Saks Incorporated
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.10 per share ("Saks Shares")
--------------------------------------------------------------------------------
(Title of Class of Securities)
79377W108
--------------------------------------------------------------------------------
(CUSIP Number)
September 14, 2000
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
(1) 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 the disclosures provided in a prior cover page. The information required
in 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).
<PAGE>
-------------------
CUSIP No. 79377W108
-------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Carlos Slim Helu
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 141,386,063 Saks Shares (see Item 4(c))
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON WITH
8 SHARED DISPOSITIVE POWER
141,386,063 Saks Shares (see Item 4(c))
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,386,063 Saks Shares (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Carlos Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 141,386,063 Saks Shares (see Item 4(c))
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON WITH
8 SHARED DISPOSITIVE POWER
141,386,063 Saks Shares (see Item 4(c))
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,386,063 Saks Shares (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Marco Antonio Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 141,386,063 Saks Shares (see Item 4(c))
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON WITH
8 SHARED DISPOSITIVE POWER
141,386,063 Saks Shares (see Item 4(c))
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,386,063 Saks Shares (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Patrick Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 141,386,063 Saks Shares (see Item 4(c))
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON WITH
8 SHARED DISPOSITIVE POWER
141,386,063 Saks Shares (see Item 4(c))
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,386,063 Saks Shares (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Maria Soumaya Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 141,386,063 Saks Shares (see Item 4(c))
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON WITH
8 SHARED DISPOSITIVE POWER
141,386,063 Saks Shares (see Item 4(c))
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,386,063 Saks Shares (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Vanessa Paolo Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 141,386,063 Saks Shares (see Item 4(c))
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON WITH
8 SHARED DISPOSITIVE POWER
141,386,063 Saks Shares (see Item 4(c))
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,386,063 Saks Shares (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Johanna Monique Slim Domit
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 141,386,063 Saks Shares (see Item 4(c))
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON WITH
8 SHARED DISPOSITIVE POWER
141,386,063 Saks Shares (see Item 4(c))
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,386,063 Saks Shares (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Inmobiliaria Carso, S.A. de C.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Mexico
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 141,386,063 Saks Shares (see Item 4(c))
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON WITH
8 SHARED DISPOSITIVE POWER
141,386,063 Saks Shares (see Item 4(c))
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,386,063 Saks Shares (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Orient Star Holdings LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
- 0 -
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 141,386,063 Saks Shares (see Item 4(c))
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING - 0 -
PERSON WITH
8 SHARED DISPOSITIVE POWER
141,386,063 Saks Shares (see Item 4(c))
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
141,386,063 Saks Shares (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1.
(a) Name of Issuer:
Saks Incorporated ("Saks")
(b) Address of Issuer's Principal Executive Offices:
750 Lakeshore Parkway
Birmingham, AL 35211
Item 2.
(a) Name of Persons Filing:
This statement is filed pursuant to Rule 13d-1(c) under the
Securities Exchange Act of 1934, as amended (the "Act"), by the
persons listed below (the "Reporting Persons").
(1)
Carlos Slim Helu, Carlos Slim Domit, Marco Antonio Slim Domit,
Patrick Slim Domit, Maria Soumaya Slim Domit, Vanessa Paola Slim
Domit and Johanna Monique Slim Domit (collectively, the "Slim
Family") are beneficiaries of a Mexican trust which in turn owns
all of the outstanding voting securities of Inmobiliaria Carso,
S.A. de C.V ("Inmobiliaria").
(2)
Inmobiliaria, a sociedad anonima de capital variable organized
under the laws of the United Mexican States, is a holding company
with interests in the real estate industry, and is the sole
member of Orient Star Holdings LLC ("Orient Star").
(3)
Orient Star, a Delaware limited liability company, is a holding
company with portfolio investments in various companies.
(b) Address of Principal Business Office:
(i) The principal business address for each member of the
Slim Family is:
Paseo de las Palmas 736
Colonia Lomas de Chapultepec, 11000
Mexico, D.F., Mexico
(ii) Inmobiliaria's principal business address is:
Insurgentes Sur #3500, PB-4
Pena Pobre, 14060
Mexico, D.F., Mexico
(iii) Orient Star's principal business address is:
1000 Louisiana Street
Suite 565
Houston, TX 77002
(c) Citizenship:
Each member of the Slim Family is a Mexican citizen. Inmobiliaria
is a sociedad anonima de capital variable organized under the
laws of the United Mexican States, and Orient Star is a Delaware
limited liability company.
(d) Title of Class of Securities:
Common Stock, par value $0.10 per share (the "Saks Shares")
(e) CUSIP Number:
79377W108
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a(n):
(a) |_| Broker or dealer registered under Section 15 of the Act;
(b) |_| Bank as defined in Section 3(a)(6) of the Act;
(c) |_| Insurance company as defined in Section 3(a)(19) of the Act;
(d) |_| Investment company registered under Section 8 of the
Investment Company Act;
(e) |_| Investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) |_| Employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) |_| Parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) |_| Savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) |_| Church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act; or
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount Beneficially Owned:
As of the date of this filing, (i) Orient Star directly owns
141,386,063 Saks Shares, (ii) Inmobiliaria, as the sole member of
Orient Star, is deemed to beneficially own indirectly the Saks
Shares owned directly by Orient Star, and (iii) the Slim Family,
which owns all of the issued and outstanding voting securities of
Inmobiliaria, is deemed to beneficially own indirectly the Saks
Shares deemed beneficially owned indirectly by Inmobiliaria and
directly owned by Orient Star.
(b) Percent of Class:
The Saks Shares beneficially owned by the Reporting Persons
constitute approximately 10.7% of the issued and outstanding Saks
Shares (based on the number of Saks Shares issued and outstanding
as contained in the most recently available filing with the
Securities and Exchange Commission).
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote:
141,386,063 Saks Shares
(iii) Sole power to dispose or to direct the
disposition of: -0-
(iv) Shared power to dispose or direct the disposition of:
141,386,063 Saks Shares
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: |_|
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
<PAGE>
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.
Carlos Slim Helu _
|
--------------------------- |
|
Carlos Slim Domit | By: /s/ Eduardo Valdes
--------------------------- | -------------------
| Eduardo Valdes
| Attorney-in-Fact
Marco Antonio Slim Domit | September 22, 2000
|
--------------------------- |
|
Patrick Slim Domit |
|
--------------------------- |
|
Maria Soumaya Slim Domit |
|
--------------------------- |
|
Vanessa Paola Slim Domit |
|
--------------------------- |
|
Johanna Monique Slim Domit |
|
--------------------------- |
|
INMOBILIARIA CARSO, S.A. DE C.V. |
|
--------------------------- |
By: Alejandro Escoto |
Title: Attorney-in-Fact |
|
|
ORIENT STAR HOLDINGS LLC |
|
--------------------------- |
By: James M. Nakfoor |
Title: Manager |
<PAGE>
POWER OF ATTORNEY
I, a holder of Common Shares, $.10 par value per share (the "Securities"),
of Saks Incorporated, a corporation organized under the laws of Tennessee (the
"Company"), which Securities are registered pursuant to Section 12 of the United
States Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby
constitute and appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of
them singly, my true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, for me and in my name, place and stead
and on my behalf, in any and all capacities, to sign any Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document relating thereto, and to file on my behalf any such Filings
required to be filed pursuant to the Exchange Act, any amendment thereto and
other document relating thereto and any exhibit thereto with the United States
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, full power and authority to do and perform any and all acts and
things requisite as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof, and this power of
attorney shall be irrevocable until December 31, 2004.
/s/ Carlos Slim Helu
--------------------
March 2, 2000 By: Carlos Slim Helu
<PAGE>
POWER OF ATTORNEY
I, a holder of Common Shares, $.10 par value per share (the "Securities"),
of Saks Incorporated, a corporation organized under the laws of Tennessee (the
"Company"), which Securities are registered pursuant to Section 12 of the United
States Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby
constitute and appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of
them singly, my true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, for me and in my name, place and stead
and on my behalf, in any and all capacities, to sign any Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document relating thereto, and to file on my behalf any such Filings
required to be filed pursuant the Exchange Act, any amendment thereto and other
document relating thereto and any exhibit thereto with the United States
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, full power and authority to do and perform any and all acts and
things requisite as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof, and this power of
attorney shall be irrevocable until December 31, 2004.
/s/ Carlos Slim Domit
---------------------
March 2, 2000 By: Carlos Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of Common Shares, $.10 par value per share (the "Securities"),
of Saks Incorporated, a corporation organized under the laws of Tennessee (the
"Company"), which Securities are registered pursuant to Section 12 of the United
States Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby
constitute and appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of
them singly, my true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, for me and in my name, place and stead
and on my behalf, in any and all capacities, to sign any Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document relating thereto, and to file on my behalf any such Filings
required to be filed pursuant the Exchange Act, any amendment thereto and other
document relating thereto and any exhibit thereto with the United States
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, full power and authority to do and perform any and all acts and
things requisite as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof, and this power of
attorney shall be irrevocable until December 31, 2004.
/s/ Marco Antonio Slim Domit
----------------------------
March 2, 2000 By: Marco Antonio Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of Common Shares, $.10 par value per share (the "Securities"),
of Saks Incorporated, a corporation organized under the laws of Tennessee (the
"Company"), which Securities are registered pursuant to Section 12 of the United
States Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby
constitute and appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of
them singly, my true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, for me and in my name, place and stead
and on my behalf, in any and all capacities, to sign any Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document relating thereto, and to file on my behalf any such Filings
required to be filed pursuant the Exchange Act, any amendment thereto and other
document relating thereto and any exhibit thereto with the United States
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, full power and authority to do and perform any and all acts and
things requisite as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof, and this power of
attorney shall be irrevocable until December 31, 2004.
/s/ Patrick Slim Domit
----------------------
March 2, 2000 By: Patrick Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of Common Shares, $.10 par value per share (the "Securities"),
of Saks Incorporated, a corporation organized under the laws of Tennessee (the
"Company"), which Securities are registered pursuant to Section 12 of the United
States Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby
constitute and appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of
them singly, my true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, for me and in my name, place and stead
and on my behalf, in any and all capacities, to sign any Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document relating thereto, and to file on my behalf any such Filings
required to be filed pursuant the Exchange Act, any amendment thereto and other
document relating thereto and any exhibit thereto with the United States
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, full power and authority to do and perform any and all acts and
things requisite as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof, and this power of
attorney shall be irrevocable until December 31, 2004.
/s/ Maria Soumaya Slim Domit
----------------------------
March 2, 2000 By: Maria Soumaya Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of Common Shares, $.10 par value per share (the "Securities"),
of Saks Incorporated, a corporation organized under the laws of Tennessee (the
"Company"), which Securities are registered pursuant to Section 12 of the United
States Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby
constitute and appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of
them singly, my true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, for me and in my name, place and stead
and on my behalf, in any and all capacities, to sign any Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document relating thereto, and to file on my behalf any such Filings
required to be filed pursuant the Exchange Act, any amendment thereto and other
document relating thereto and any exhibit thereto with the United States
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, full power and authority to do and perform any and all acts and
things requisite as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof, and this power of
attorney shall be irrevocable until December 31, 2004.
/s/ Vanessa Paola Slim Domit
----------------------------
March 2, 2000 By: Vanessa Paola Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of Common Shares, $.10 par value per share (the "Securities"),
of Saks Incorporated, a corporation organized under the laws of Tennessee (the
"Company"), which Securities are registered pursuant to Section 12 of the United
States Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby
constitute and appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of
them singly, my true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, for me and in my name, place and stead
and on my behalf, in any and all capacities, to sign any Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document relating thereto, and to file on my behalf any such Filings
required to be filed pursuant the Exchange Act, any amendment thereto and other
document relating thereto and any exhibit thereto with the United States
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, full power and authority to do and perform any and all acts and
things requisite as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof, and this power of
attorney shall be irrevocable until December 31, 2004.
/s/ Johanna Monique Slim Domit
------------------------------
March 2, 2000 By: Johanna Monique Slim Domit
<PAGE>
POWER OF ATTORNEY
I, a holder of Common Shares, $.10 par value per share (the "Securities"),
of Saks Incorporated, a corporation organized under the laws of Tennessee (the
"Company"), which Securities are registered pursuant to Section 12 of the United
States Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby
constitute and appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of
them singly, my true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, for me and in my name, place and stead
and on my behalf, in any and all capacities, to sign any Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document relating thereto, and to file on my behalf any such Filings
required to be filed pursuant to the Exchange Act, any amendment thereto and
other document relating thereto and any exhibit thereto with the United States
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, full power and authority to do and perform any and all acts and
things requisite as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof, and this power of
attorney shall be irrevocable until December 31, 2004.
INMOBILIARIA CARSO, S.A. de C.V.
/s/ Alejandro Escoto
--------------------
March 2, 2000 By: Alejandro Escoto
Title: Attorney-in-Fact
<PAGE>
POWER OF ATTORNEY
I, a holder of Common Shares, $.10 par value per share (the "Securities"),
of Saks Incorporated, a corporation organized under the laws of Tennessee (the
"Company"), which Securities are registered pursuant to Section 12 of the United
States Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby
constitute and appoint Eduardo Valdes Acra and Rafael Robles Miaja, and each of
them singly, my true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, for me and in my name, place and stead
and on my behalf, in any and all capacities, to sign any Form 3, 4 or 5 or
Schedule 13D or 13G (the "Filings") and any and all amendments thereto and any
other document relating thereto, and to file on my behalf any such Filings
required to be filed pursuant to the Exchange Act, any amendment thereto and
other document relating thereto and any exhibit thereto with the United States
Securities and Exchange Commission, hereby granting unto said attorneys-in-fact
and agents, full power and authority to do and perform any and all acts and
things requisite as fully to all intents and purposes as I might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof, and this power of
attorney shall be irrevocable until December 31, 2004.
ORIENT STAR HOLDINGS LLC
/s/ James M. Nakfoor
---------------------
March 2, 2000 By: James M. Nakfoor
Title: Manager
<PAGE>
JOINT FILING AGREEMENT
THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into as
of this 2nd day of March 2000, by and between Carlos Slim Helu, Carlos Slim
Domit, Marco Antonio Slim Domit, Patrick Slim Domit, Maria Soumaya Slim Domit,
Vanessa Paola Slim Domit, Johanna Monique Slim Domit, Inmobiliaria Carso, S.A.
de C.V. and Orient Star Holdings LLC.
The parties to this Agreement hereby agree to prepare jointly and file
timely (or otherwise to deliver as appropriate) all filings on any Form 3, 4 or
5 or Schedule 13D or Schedule 13G (the "Filings") required to be filed by them
pursuant to Section 13(d) or 13(g) under the Securities Exchange Act of 1934, as
amended, with respect to their respective ownership of any securities of Saks
Incorporated that are required to be reported on any such Filings. Each party to
this Agreement further agrees and covenants to the other parties that it will
fully cooperate with such other parties in the preparation and timely filing
(and other delivery) of all such Filings.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
Carlos Slim Helu
---------------------------
Carlos Slim Domit By: /s/ Eduardo Valdes
--------------------------- -------------------
Eduardo Valdes
Attorney-in-Fact
Marco Antonio Slim Domit March 2, 2000
---------------------------
Patrick Slim Domit
---------------------------
Maria Soumaya Slim Domit
---------------------------
Vanessa Paola Slim Domit
---------------------------
Johanna Monique Slim Domit
---------------------------
INMOBILIARIA CARSO, S.A. DE C.V.
---------------------------
By: Alejandro Escoto
Title: Attorney-in-Fact
ORIENT STAR HOLDINGS LLC
---------------------------
By: James M. Nakfoor
Title: Manager
