_________________________________________________________________
_________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
(X) Annual Report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (No fee required, effective October 7,
1996)
For Year Ended: January 31, 2000
( ) Transition Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (No fee required) For the transition
period from ___________________ to __________________
Commission File Number: 333-47535
A. Full title of plan and the address of the plan, if different
from that of
the issuer named below:
Saks Incorporated Employee Stock Purchase Plan
B. Name of issuer of the securities held pursuant to the plan
and the address
of its principal executive office:
Saks Incorporated
750 Lakeshore Drive, Birmingham, AL 35211
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Exchange Act of 1934, the trustees (or other persons who
administer the employee benefit plan) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly
authorized.
Saks Incorporated Employee Stock
Purchase Plan
-----------------------------------
(Name of Plan)
Dated: April 28, 2000 By: /s/ Douglas E. Coltharp
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Douglas E. Coltharp
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description of Document Page
- -------------- ----------------------- ----
23 Consent of Independent Accountants
Saks Incorporated Employee Stock Purchase Plan
Financial Statements
January 31, 2000 and 1999
Pages
----
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits
as of January 31, 2000 and 1999 2
Statements of Changes in Net Assets Available for Plan
Benefits for each of the three years in the period ended
January 31, 2000 3
Notes to Financial Statements 4 - 5
Report of Independent Accountants
To the Board of Directors of Saks Incorporated
In our opinion, the accompanying statements of net assets available
for plan benefits and the related statements of changes in net
assets available for plan benefits, present fairly, in all material
respects, the net assets available for plan benefits of Saks
Incorporated Employee Stock Purchase Plan at January 31, 2000 and
1999, and the related changes in net assets available for plan
benefits for each of the three years in the period ended January
31, 2000, in conformity with accounting principles generally
accepted in the United States. These financial statements are the
responsibility of the Plan's management; our responsibility is to
express an opinion on these statements based on our audits. We
conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
April 17, 2000
Saks Incorporated Employee Stock Purchase Plan
Statements of Net Assets for Plan Benefits
January 31, 2000 and 1999
ASSETS 1999 1998
Cash held by Saks Incorporated $9,601 $14,548
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9,601 14,548
LIABILITIES
Due to terminated employees 9,601 14,548
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9,601 14,548
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Net assets available for plan benefits $ - $ -
======== =========
The accompanying notes are an integral part of these financial
statements.
Saks Incorporated Employee Stock Purchase Plan
Statements of Changes in Net Assets Available for Plan Benefits
For Each of the Three Years in the Period Ended January 31, 2000
1999 1998 1997
Additions:
Participant contributions $2,686,882 $1,803,908 $972,599
---------- ---------- ----------
Deductions:
Purchase of common stock 2,686,882 1,803,908 961,985
Excess contributions due
to participants 10,614
---------- ---------- ----------
Net change -- -- --
Net assets available for plan benefits:
Beginning of year -- -- --
---------- ---------- ----------
End of year $ -- $ -- $ --
========== ========== ==========
The accompanying notes are an integral part of these financial
statements.
1. Summary of Significant Accounting Policies and Description of
the Plan
The following description of the Saks Incorporated Employee
Stock Purchase Plan (the "Plan") is provided for general
information only. Participants should refer to the Plan
agreement for a more complete description of the Plan's
provisions.
General - The Plan provides employees of Saks Incorporated and
Subsidiaries (the "Company") an opportunity to purchase shares
of common stock of the Company. The Plan is intended to
qualify as an employee stock purchase plan under Section 423
of the Internal Revenue Code of 1986, as amended, and is
therefore not subject to Federal and state income taxes. In
connection with the 1998 merger of Proffitt's, Inc. and Saks
Holdings, Inc., the Company changed its corporate name to Saks
Incorporated. Accordingly, the Board of Directors elected to
change the name of the Plan from the Proffitt's, Inc. Employee
Stock Purchase Plan to the Saks Incorporated Employee Stock
Purchase Plan.
The total number of shares reserved for issuance under the
Plan is 700,000. The number of shares of common stock to be
issued under the Plan and the period for which the option to
purchase shares will remain outstanding (the "Option Period")
are based on an annual determination by the Compensation
Committee of the Company's Board of Directors. Option periods
currently end on January 31 of each year. The price at which
the stock may be purchased is 85% of the lesser of the closing
price per share as listed on the New York Stock Exchange on
the last business day preceding (i) the grant of the option,
or (ii) the exercise of the option. The Plan purchased shares
for an exercise price of $11.79, $24.97 and $15.41 per share
for the years ended January 31, 2000, 1999 and 1998,
respectively.
Contributions - Eligible employees may elect annually to make
after-tax contributions to the Plan through payroll
deductions. Contributions are subject to limitations to be set
annually by the Compensation Committee of the Company's Board
of Directors. Each participant's account is credited with the
participant's contributions. Participants are fully vested in
their contributions. The contribution limitation was $2,400
for the years ended January 31, 2000, 1999 and 1998.
Distribution of Stock - As soon as practicable after the
purchase of stock by the Plan for its participants, the
Company will deliver to each participant certificates
representing the shares purchased on their account. In prior
years, amounts remaining in participants' accounts
representing fractional shares were returned without interest
to the participants in cash after completion of the purchase.
Effective January 30, 1998, the Board of Directors amended the
Plan to allow the purchase of fractional shares.
Administrative Expenses - The Company pays for all
administrative expenses of the Plan.
Income Taxes - Participants are not taxed upon receipt or
exercise of options, but rather upon disposition of shares
purchased under the Plan.
Basis of Accounting - The financial statements have been
prepared on the accrual basis of accounting.
2. Plan Termination
Although it has not expressed any intent to do so, the Company
has the right under the Plan document to alter, suspend, amend
or terminate the Plan. In the event of plan termination, the
participants' rights to acquire stock would continue until the
end of the current Option Period, at which time shares and
cash due to terminated employees would be distributed and no
further contributions would be accepted.
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (File No. 33-88390) of Saks
Incorporated and Subsidiaries of our report dated April 17, 2000
relating to the financial statements of Saks Incorporated
Employee Stock Purchase Plan, which appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
Birmingham, Alabama
April 26, 2000
