U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
________________________________________________________________________________
1. Name and Address of Reporting Person*
Orient Star Holdings LLC ("Orient Star")
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(Last) (First) (Middle)
1000 Louisiana Street
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(Street)
Houston, TX 77002
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(City) (State) (Zip)
________________________________________________________________________________
2. Date of Event Requiring Statement (Month/Day/Year)
September 14, 2000
________________________________________________________________________________
3. IRS Identification Number of Reporting Person, if an Entity (Voluntary)
________________________________________________________________________________
4. Issuer Name and Ticker or Trading Symbol
Saks Incorporated ("SKS")
________________________________________________________________________________
5. Relationship of Reporting Person to Issuer
(Check all applicable)
[_] Director [X] 10% Owner
[_] Officer (give title below) [_] Other (specify below)
________________________________________________________________________________
6. If Amendment, Date of Original (Month/Day/Year)
________________________________________________________________________________
7. Individual or Joint/Group Filing (Check applicable line)
[_] Form Filed by One Reporting Person
[X] Form Filed by More than One Reporting Person
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Table I -- Non-Derivative Securities Beneficially Owned
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<TABLE>
<CAPTION>
3. Ownership Form:
2. Amount of Securities Direct (D) or
1. Title of Security Beneficially Owned Indirect (I) 4. Nature of Indirect Beneficial Ownership
(Instr. 4) (Instr. 4) (Instr. 5) (Instr. 4)
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<S> <C> <C> <C>
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Common Stock, par value $0.10
per share (Saks Shares") 141,386,063 D
====================================================================================================================================
</TABLE>
* If the Form is filed by more than one Reporting Person, see Instruction
5(b)(v).
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Over)
<PAGE>
FORM 3 (continued)
Table II -- Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
================================================================================
<TABLE>
<CAPTION>
5. Owner-
3. Title and Amount of Securities ship
Underlying Derivative Security Form of
2. Date Exercisable (Instr. 4) Derivative
and Expiration Date --------------------------------- 4. Conver- Security:
(Month/Day/Year) Amount sion or Direct 6. Nature of
---------------------- or Exercise (D) or Indirect
Date Expira- Number Price of Indirect Beneficial
1. Title of Derivative Exer- tion of Derivative (I) Ownership
Security (Instr. 4) cisable Date Title Shares Security (Instr. 5) (Instr. 5)
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<S> <C> <C> <C> <C> <C> <C> <C>
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====================================================================================================================================
</TABLE>
Explanation of Responses:
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.
<PAGE>
Exhibit to Form 3
Name and Address of Additional Reporting Persons:
------------------------------------------------
Inmobiliaria Carso, S.A. de C.V. ("Inmobiliaria") with the following address:
Insurgentes Sur #3500, PB-4
Pena Pobre, 14000
Mexico, D.F., Mexico
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") and each
with the following address:
Paseo de Las Palmas #736
Colonia Lomas de Chapultepec, 11000
Mexico, D.F., Mexico
Explanation of Responses:
------------------------
As of September 22, 2000, Inmobiliaria has indirect beneficial ownership of the
141,386,063 Saks Shares directly owned by its wholly-owned subsidiary, Orient
Star.
The Slim Family beneficially owns all of the outstanding voting and equity
securities of Inmobiliaria, and therefore each member of the Slim Family may be
deemed to have indirect beneficial ownership of the 141,386,063 Saks Shares
beneficially owned indirectly by Inmobiliaria and owned directly by Orient Star.
<PAGE>
Signature Page
Carlos Slim Helu _
|
--------------------------- |
|
Carlos Slim Domit | By: /s/ Eduardo Valdes Acra
--------------------------- | ------------------------
| Eduardo Valdes Acra
| 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
