<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
SAKS HOLDINGS, INC.
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(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
79377R
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(CUSIP Number)
*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).
(Continued on following page(s))
Page 1 of 8 Pages
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CUSIP No. 79377R 13G Page 2 of 8 Pages
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<TABLE>
<S> <C> <C>
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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*
NOT APPLICABLE (a) [ ]
(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
NUMBER OF 0
SHARES ------------------------------------------------------------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY 9,584,049 - SEE ITEM 4(c)(ii)
OWNED BY ------------------------------------------------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING ------------------------------------------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
PERSON
9,584,049 - SEE ITEM 4(c)(iv)
WITH
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,584,049
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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
15.18%
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12 TYPE OF REPORTING PERSON*
CO
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</TABLE>
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CUSIP No. 79377R 13G Page 3 of 8 Pages
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<TABLE>
<S> <C> <C>
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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*
NOT APPLICABLE (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
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5 SOLE VOTING POWER
0
NUMBER OF
------------------------------------------------------------------------------------------------------
SHARES 6 SHARED VOTING POWER
9,570,049 - SEE ITEM 4(c)(ii)
BENEFICIALLY
------------------------------------------------------------------------------------------------------
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH 0
REPORTING ------------------------------------------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
PERSON
9,570,049 - SEE ITEM 4(c)(iv)
WITH
- ----------------------------------------------------------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,570,049
- ----------------------------------------------------------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
NOT APPLICABLE
- ----------------------------------------------------------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.16%
- ----------------------------------------------------------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
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</TABLE>
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CUSIP No. 79377R 13G Page 4 of 8 Pages
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The information contained herein is filed with respect to the Common
Stock, par value $0.01 per share (the "Common Stock"), of Saks Holdings,
Inc.("Saks") by Investcorp S.A. ("Investcorp") and SIPCO Limited ("SIPCO").
Item 1 (a) NAME OF ISSUER:
Saks Holdings, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
12 East 49th Street, 19th Floor
New York, New York 10017
Item 2 (a) NAME OF PERSON FILING:
(i) Investcorp S.A.
(ii) SIPCO Limited
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICES:
(i) Investcorp SA
37 rue Notre-Dame
Luxembourg
(ii) SIPCO Limited
P.O. Box 1111
West Wind Building
George Town, Grand Cayman
Cayman Islands, British West Indies
(c) CITIZENSHIP:
See Cover Page Item 4.
(d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.01 per share.
(e) CUSIP NUMBER:
79377R
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CUSIP No. 79377R 13G Page 5 of 8 Pages
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Item 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
Inapplicable
Item 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED:
(i) See Cover Page Item 9. Investcorp does not directly own
any shares of the Common Stock. As of December 31, 1996,
beneficial ownership includes 5,334,070 shares owned by two
indirect wholly-owned subsidiaries of Investcorp. The
remaining 4,249,979 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.
(ii) 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.
(b) PERCENT OF CLASS:
(i) See Cover Page Item 11. 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 15.18% of the shares of the Common Stock, based on
a total of 63,113,452 shares reported by the Company to be
outstanding as of November 2, 1996.
(ii) 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 15.18% of the shares of the
Common Stock, based on a total of 63,113,452 shares reported
by the Company to be outstanding as of November 2, 1996.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
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CUSIP No. 79377R 13G Page 6 of 8 Pages
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(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
See Cover Page Item 5.
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
(i) See Cover Page Item 6. Investcorp shares the voting power
over 5,334,070 shares of the Common Stock held by two indirect
wholly-owned subsidiaries of Investcorp. In addition,
Investcorp shares the power to direct the voting of an
additional 4,249,979 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.
(ii) SIPCO does not directly own any 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.
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
OF:
See Cover Page Item 7.
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF:
(i) See Cover Page Item 8. Investcorp shares the power to
direct the disposition of 5,334,070 shares of the Common Stock
held by two indirect wholly-owned subsidiaries of Investcorp.
In addition, Investcorp shares the power to direct the
disposition of an additional 4,249,979 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.
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CUSIP No. 79377R 13G Page 7 of 8 Pages
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(ii) 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:
Inapplicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
As indicated in Item 4, Investcorp's indirect wholly owned
subsidiaries hold 5,334,070 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.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Inapplicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Inapplicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP:
Inapplicable.
Item 10. CERTIFICATION AND SIGNATURE:
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CUSIP No. 79377R 13G Page 8 of 8 Pages
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After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
INVESTCORP S.A.
BY: /S/ GARY S. LONG
--------------------------------------- FEBRUARY 14, 1997
NAME: GARY S. LONG
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TITLE: AUTHORIZED REPRESENTATIVE
----------------------------
SIPCO LIMITED
BY: /S/ GARY S. LONG
--------------------------------------- FEBRUARY 14, 1997
NAME: GARY S. LONG
------------------------------
TITLE: AUTHORIZED REPRESENTATIVE
-----------------------------
