CUSIP No. 79377W108 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Saks Incorporated
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.10 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
79377W108
- --------------------------------------------------------------------------------
(CUSIP Number)
February 22, 2000
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Rafael Robles Miaja
Franck, Galicia, Duclaud y Robles, S.C.
Torre Optima
Tercer Piso
Avenida Paseo de las Palmas 405
Colonia: Lomas de Chapultepec
Mexico, D.F. 11000, MEXICO
Telephone: 011-525-540-9200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person \
Authorized to Receive Notices and Communications)
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)
*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>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
OWNED BY 10,020,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
10,020,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,020,000 (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
7.0% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
OWNED BY 10,020,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
10,020,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,020,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDE
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
OWNED BY 10,020,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
10,020,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,020,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDE
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
OWNED BY 10,020,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
10,020,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,020,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDE
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
OWNED BY 10,020,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
10,020,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,020,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDE
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanessa Paola 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
OWNED BY 10,020,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
10,020,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,020,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDE
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
OWNED BY 10,020,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
10,020,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,020,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDE
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
OWNED BY 10,020,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
10,020,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,020,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDE
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
CO, HC
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Orient Star Holding 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
OWNED BY 10,020,000
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH - 0 -
8 SHARED DISPOSITIVE POWER
10,020,000
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,020,000 (see Item 4(a))
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDE
CERTAIN SHARES |_|*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.0% (see Item 4(b))
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Item 1.
(a) Name of Issuer:
Saks Incorporated
(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 "Exchange Act"),
by the persons listed below (the "Reporting Persons").
(1)
Mr. Carlos Slim Helu, Mr. Marco Antonio Slim Domit, Mr. Patrick
Slim Domit, Ms. Maria Soumaya Slim Domit, Ms. Vanessa Paola Slim
Domit, Ms. Johanna Monique Slim Domit (collectively, the "Slim
Family") are beneficiaries of a Mexican trust which in turn owns
100% of the outstanding voting equity securities of Inmobiliaria
Carso, S.A. de C.V ("Inmobiliaria").
(2)
Inmobiliaria is a corporation organized under the laws of Mexico.
Inmobiliaria 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 is a limited liability company organized under the
laws of Delaware. Orient Star 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
Mexico D.F. 11000
MEXICO
(ii) Inmobiliaria's principal business address is:
Insurgentes Sur #3500, PB-4
Pena Pobre
MEXICO D.F. 14060
(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 Mexican corporation and Orient Star is a Delaware limited
liability company.
(d) Title of Class of Securities:
Common Stock, par value $0.10 per share
(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 (15 U.S.C.
78o)
(b) |_| Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
(c) |_| Insurance Company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c)
(d) |_| Investment Company registered under Section 8 of the Investment
Company Act (15 (U.S.C. 80a-8)
(e) |_| Person registered as an investment adviser under Section 203 of
the Investment Advisers Act of 1940
(15 U.S.C. 80b-3) or under the laws of any state.
(f) |_| Employee Benefit Plan or Endowment Fund in accordance
with ss.240.13d-1(b)(1)(ii)(F)
(g) |_| Parent Holding Company or Control Person in accordance
with ss.240.13d-1(b)(ii)(G)
(h) |_| Savings Association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813)
(i) |_| Church Plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3)
(j) |_| Group in accordance with ss.240.13d-1(b)(1)(ii)(J)
Item 4. Ownership
(a) Amount Beneficially Owned:
Orient Star directly owns, as of March 2, 2000, 10,020,000 shares
of Common Stock, no par value. By virtue of the shares held by
Orient Star, Inmobiliaria, the sole member of Orient Star,
beneficially owns 10,020,000 shares of Common Stock. The Slim
Family, through their ownership of the voting and economic
interests in a trust, owns 100% of the outstanding voting equity
securities of Inmobiliaria. Inmobiliaria owns 100% of the
outstanding voting securities of Orient Star. Thus, all Shares
owned by Inmobiliaria and Orient Star are deemed to be
beneficially owned by each member of the Slim Family.
(b) Percent of Class:
The shares of Common Stock held by the Slim Family, Inmobiliaria
and Orient Star constitute approximately 7.0% of the outstanding
Common Stock of the issuer (based on 143,816,034 shares
outstanding).
(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:
10,020,000 shares of Common Stock, par value $0.10
per share
(iii) Sole power to dispose or to direct the disposition of:
-0-
(iv) Shared power to direct the disposition of:
10,020,000 shares of Common Stock, par value $0.10
per share
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. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and 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 such 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 on Schedule 13G is
true, complete and correct.
__
|
Carlos Slim Helu |
-------------------------- |
|
Carlos Slim Domit | By: /s/ Eduardo Valdes
-------------------------- | ------------------
| Eduardo Valdes
Marco Antonio Slim Domit | Attorney-in-Fact
-------------------------- | 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 |
<PAGE>
POWER OF ATTORNEY
I, a holder of Common Shares, no par value (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, no par value (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, no par value (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, no par value (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, no par value (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, no par value (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, no par value (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, no par value (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, no par value (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 Mr. 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
March 2, 2000
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.
By: Alejandro Escoto
Title: Attorney-in-Fact
ORIENT STAR HOLDINGS LLC
By: James M. Nakfoor
Title: Manager
