SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 1)(1)
SAKS INCORPORATED
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
00079377W1
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(CUSIP Number)
December 31, 1999
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(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)
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(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 disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SEC 1745 (02-06-98)
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CUSIP No. 00079377W1 13G Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INVESTCORP, S.A.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
Not Applicable. (b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
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5 SOLE VOTING POWER
None
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 7,449,994
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
7,449,994
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,449,994
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable. |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
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12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 00079377W1 13G Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SIPCO Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
Not Applicable. (b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, B.W.I.
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5 SOLE VOTING POWER
None
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 7,449,994
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON None
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
7,449,994
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,449,994
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable. |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
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12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 00079377W1 13G Page 4 of 9 Pages
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Item 1(a). Name of Issuer.
Saks Incorporated
Item 1(b). Address of Issuer's Principal Offices.
750 Lakeshore Parkway
Birmingham, AL 35211
Item 2(a). Name of Person Filing.
(i) INVESTCORP S.A.; and
(ii) SIPCO Limited.
Item 2(b). Address of Principal Business Office or, if none, Residence.
With respect to reporting person (i) above:
37 rue Notre Dame
Luxembourg
With respect to reporting person (ii) above:
c/o Beaufort Financial Services
West Wind Building, P.O. Box 2179, Harbour Drive
George Town, Grand Cayman, Cayman Islands, B.W.I.
Item 2(c). Citizenship.
With respect to each reporting person listed in Item 2(a) above, see
Item 4 on the second part of the cover page for such reporting person.
Item 2(d). Title of Class of Securities.
Common stock, par value $0.10 per share.
Item 2(e). CUSIP Number.
00079377W1
Item 3. Type of Reporting Person Filing Pursuant to Rule 13d-1(b) or 13d-2(b) or
(c).
(a) [ ] Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) [ ] Bank is defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company is defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
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CUSIP No. 00079377W1 13G Page 5 of 9 Pages
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(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with (S)
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with (S)
240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with (S)
240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A 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 (S) 240.13d-1(b)(1)(ii)(J).
Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned as of December 31, 1999:
With respect to reporting person (i):
See Item 9 on the second part of the cover page for such
reporting person. Investcorp does not directly own any shares
of the Common Stock. As of December 31, 1999, beneficial
ownership includes 4,835,514 shares owned by three indirect
wholly-owned subsidiaries of Investcorp. The remaining
2,614,480 shares shown as beneficially owned by Investcorp
include the shares owned by various Cayman Islands
corporations. Investcorp may be deemed to share beneficial
ownership of the shares of the Common Stock held by such
entities because such entities or their shareholders or
principals have entered into revocable management services or
similar agreements with an affiliate of Investcorp pursuant to
which each such entity or person has granted such affiliate
the authority to direct the voting and disposition of the
Common Stock owned by such entity for so long as such
agreement is in effect.
With respect to reporting person (ii):
See Item 9 on the second part of the cover page for such
reporting person. SIPCO does not directly own any shares of
the Common Stock. The shares listed as beneficially owned by
SIPCO consist of the shares Investcorp is deemed to
beneficially own. SIPCO may be deemed to control Investcorp
through its ownership of a majority of the stock of a company
which indirectly owns a majority of Investcorp's outstanding
stock.
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CUSIP No. 00079377W1 13G Page 6 of 9 Pages
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(b) Percent of Class:
With respect to reporting person (i):
See Item 11 on the second part of the cover page for
such reporting person. The shares of the Common Stock reported
in paragraph (a) of this Item 4 as to which Investcorp may be
deemed to share beneficial ownership constitute 5.2% of the
shares of the Common Stock, based on a total of 143,816,034
shares reported by the Company to be outstanding as of October
30, 1999.
With respect to reporting person (ii):
See Item 11 on the second part of the cover page for
such reporting person. The shares of the Common Stock reported
in paragraph (a) of this Item 4 as to which SIPCO may be
deemed to share beneficial ownership constitute 5.2% of the
shares of the Common Stock, based on a total of 143,816,034
shares reported by the Company to be outstanding as of October
30, 1999.
(c) Number of shares as to which the Reporting Person has:
(i) sole power to vote or direct the vote:
With respect to each reporting person listed in Item 2(a)
above, see Item 5 on the second part of the cover page for such
reporting person.
(ii) shared power to direct the vote:
With respect to reporting person (i):
See Item 6 on the second part of the cover page for such
reporting person. Investcorp shares the voting power over 4,835,514
shares of the Common Stock held by three indirect wholly-owned
subsidiaries. In addition, Investcorp shares the power to direct the
voting of an additional 2,614,480 shares of the Common Stock owned
by various Cayman Islands corporations, because such entities or
their shareholders or principals have entered into revocable
management services or similar agreements with an affiliate of
Investcorp pursuant to which each such entity or person has granted
such affiliate the authority to direct the voting and disposition of
the Common Stock owned by such entity for so long as such agreement
is in effect.
With respect to reporting person (ii):
See Item 6 on the second part of the cover page for such
reporting person. SIPCO does not directly own any shares of the
Common Stock. The shares listed as beneficially owned by SIPCO
consist of the shares Investcorp is deemed to beneficially own.
SIPCO may be deemed to control Investcorp through its
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CUSIP No. 00079377W1 13G Page 7 of 9 Pages
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ownership of a majority of the stock of a company which indirectly
owns a majority of Investcorp's outstanding stock.
(iii) shared power to dispose or to direct the disposition of:
With respect to each reporting person listed in Item 2(a)
above, see Item 7 on the second part of the cover page for such
reporting person.
(iv) shared power to dispose or to direct the disposition of:
With respect to reporting person (i):
See Item 8 on the second part of the cover page for such
reporting person. Investcorp shares the power to direct the
disposition of 4,835,514 shares of the Common Stock held by
three indirect wholly-owned subsidiaries. In addition,
Investcorp shares the power to direct the disposition of an
additional 2,614,480 shares of the Common Stock owned by
various Cayman Islands corporations, because such entities or
their shareholders or principals have entered into revocable
management services or similar agreements with an affiliate of
Investcorp pursuant to which each such entity has granted such
affiliate the authority to direct the voting and disposition
of the Common Stock owned by such entity for so long as such
agreement is in effect.
With respect to reporting person (i):
See Item 8 on the second part of the cover page for such
reporting person. SIPCO does not directly own any shares of the
Common Stock. The shares listed as beneficially owned by SIPCO
consist of the shares Investcorp is deemed to beneficially own.
SIPCO may be deemed to control Investcorp through its ownership of a
majority of the stock of a company which indirectly owns a majority
of Investcorp's outstanding stock.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
As indicated in Item 4, Investcorp's three indirect wholly owned
subsidiaries hold 4,835,514 shares of the Common Stock. SIPCO may be
deemed to share beneficial ownership of the shares beneficially owned by
Investcorp. The beneficial owners of the entity with which Investcorp has
entered into revocable management services or other similar agreements
have the right to receive the net proceeds from the sale of those shares
of the Common Stock, but to the knowledge of Investcorp no such
individual's interest relates to more than five percent of the Common
Stock.
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CUSIP No. 00079377W1 13G Page 8 of 9 Pages
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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 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.
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CUSIP No. 00079377W1 13G Page 9 of 9 Pages
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SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and
belief, each of the undersigned certifies that the information set forth in this
Statement with respect to it or him is true, complete and correct.
Dated as of this 14th day of February, 2000.
INVESTCORP S.A.
/s/ Gary S. Long
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Name: Gary S. Long
Title: Authorized Representative
SIPCO LIMITED
/s/ Gary S. Long
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Name: Gary S. Long
Title: Authorized Representative
