-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UoqZsu7TtH8S8RL2uW8UccEpKwrDHQ/5CuHdVVzDfZj/xR7qCnSASMe37ENmhr4j KOJInMu72AqEFWRz5bdZtA== 0000903423-04-000193.txt : 20040217 0000903423-04-000193.hdr.sgml : 20040216 20040217160822 ACCESSION NUMBER: 0000903423-04-000193 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAKS INC CENTRAL INDEX KEY: 0000812900 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 620331040 STATE OF INCORPORATION: TN FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40274 FILM NUMBER: 04608762 BUSINESS ADDRESS: STREET 1: 750 LAKESHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059404000 FORMER COMPANY: FORMER CONFORMED NAME: PROFFITTS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HELU CARLOS SLIM CENTRAL INDEX KEY: 0001080910 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ALTRIA GROUP INC STREET 2: 120 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 9176632256 MAIL ADDRESS: STREET 1: ALTRIA GROUP INC STREET 2: 120 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 saks-13ga6_0217.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Saks Incorporated - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.10 per share ("Saks Shares") - -------------------------------------------------------------------------------- (Title of Class of Securities) 79377W108 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2003 - -------------------------------------------------------------------------------- (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) *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). CUSIP No. 79377W108 Page 2 of 16 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 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 15,833,000 Saks Shares (See Item 4(c)) OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING - 0 - PERSON WITH 8 SHARED DISPOSITIVE POWER 15,833,000 Saks Shares (See Item 4(c)) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,833,000 Saks Shares (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 11.6% (See Item 4(b)) 12 TYPE OF REPORTING PERSON IN CUSIP No. 79377W108 Page 3 of 16 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 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 15,833,000 Saks Shares (See Item 4(c)) OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 8 SHARED DISPOSITIVE POWER 15,833,000 Saks Shares (See Item 4(c)) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,833,000 Saks Shares (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 11.6% (See Item 4(b)) 12 TYPE OF REPORTING PERSON IN CUSIP No. 79377W108 Page 4 of 16 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 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 15,833,000 Saks Shares (See Item 4(c)) OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 8 SHARED DISPOSITIVE POWER 15,833,000 Saks Shares (See Item 4(c)) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,833,000 Saks Shares (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 11.6% (See Item 4(b)) 12 TYPE OF REPORTING PERSON IN CUSIP No. 79377W108 Page 5 of 16 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 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 15,833,000 Saks Shares (See Item 4(c)) OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 8 SHARED DISPOSITIVE POWER 15,833,000 Saks Shares (See Item 4(c)) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,833,000 Saks Shares (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 11.6% (See Item 4(b)) 12 TYPE OF REPORTING PERSON IN CUSIP No. 79377W108 Page 6 of 16 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 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 15,833,000 Saks Shares (See Item 4(c)) OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 8 SHARED DISPOSITIVE POWER 15,833,000 Saks Shares (See Item 4(c)) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,833,000 Saks Shares (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 11.6% (See Item 4(b)) 12 TYPE OF REPORTING PERSON IN CUSIP No. 79377W108 Page 7 of 16 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 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 15,833,000 Saks Shares (See Item 4(c)) OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 8 SHARED DISPOSITIVE POWER 15,833,000 Saks Shares (See Item 4(c)) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,833,000 Saks Shares (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 11.6% (See Item 4(b)) 12 TYPE OF REPORTING PERSON IN CUSIP No. 79377W108 Page 8 of 16 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 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 15,833,000 Saks Shares (See Item 4(c)) OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 8 SHARED DISPOSITIVE POWER 15,833,000 Saks Shares (See Item 4(c)) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,833,000 Saks Shares (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 11.6% (See Item 4(b)) 12 TYPE OF REPORTING PERSON IN CUSIP No. 79377W108 Page 9 of 16 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 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 15,833,000 Saks Shares (See Item 4(c)) OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 8 SHARED DISPOSITIVE POWER 15,833,000 Saks Shares (See Item 4(c)) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,833,000 Saks Shares (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 11.6% (See Item 4(b)) 12 TYPE OF REPORTING PERSON HC CUSIP No. 79377W108 Page 10 of 16 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Orient Star Holdings 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 15,833,000 Saks Shares (See Item 4(c)) OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING -0- PERSON WITH 8 SHARED DISPOSITIVE POWER 15,833,000 Saks Shares (See Item 4(c)) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,833,000 Saks Shares (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 11.6% (See Item 4(b)) 12 TYPE OF REPORTING PERSON OO 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-2(b) under the U.S. Securities Exchange Act of 1934, as amended (the "Act"), by the persons listed below (the "Reporting Persons"). (1) 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"). The members of the Slim Family are beneficiaries of a Mexican trust which in turn owns all of the outstanding voting securities of Inmobiliaria Carso, S.A. de C.V ("Inmobiliaria"). (2) 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 Delaware limited liability 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 11000 Mexico D.F. Mexico (ii) Inmobiliaria's principal business address is: Insurgentes Sur #3500, PB-4 Colonia Pena Pobre 14060 Mexico D.F. Mexico (iii) Orient Star's principal business address is: 477 Madison Avenue 6th Floor New York, NY 10022 USA (c) Citizenship: Each member of the Slim Family is a Mexican citizen. Inmobiliaria is a sociedad anonima de capital variable organized under the laws of the United Mexican States, 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; (b) [ ] Bank as defined in Section 3(a)(6) of the Act; (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act; (d) [ ] Investment company registered under Section 8 of the Investment Company Act; (e) [ ] Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; or (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. (a) Amount Beneficially Owned: As of the date of this filing, (i) Orient Star directly owns 9,833,000 Saks Shares, (ii) Inmobiliaria, as the sole member of Orient Star, may be deemed to beneficially own indirectly the Saks Shares owned directly by Orient Star, and (iii) the Slim Family, which owns all of the issued and outstanding voting securities of Inmobiliaria, may be deemed to beneficially own indirectly the Saks Shares that may be deemed beneficially owned indirectly by Inmobiliaria and owned directly by Orient Star. As of the date of this filing, (i) Inmobiliaria directly owns 6,000,000 Saks Shares, and (ii) the Slim Family, which owns all of the issued and outstanding voting securities of Inmobiliaria, may be deemed to beneficially own indirectly the Saks Shares that may be deemed beneficially owned directly by Inmobiliaria. (b) Percent of Class: The Saks Shares beneficially owned by the Reporting Persons constitute approximately 11.6% of the issued and outstanding Saks Shares (based on the total number of Saks Shares issued and outstanding as contained in the most recently available filing with the Securities and Exchange Commission). (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: 15,833,000 Saks Shares (iii) Sole power to dispose or to direct the disposition of: -0- (iv) Shared power to dispose or direct the disposition of: 15,833,000 Saks Shares 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. Certifications. 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. The Powers of Attorney and Joint Filing Agreement, each dated March 2, 2000, filed as exhibits to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on September 26, 2000 are hereby incorporated herein by reference. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Carlos Slim Helu ------------------------------------- Carlos Slim Domit By: /s/ Eduardo Valdes Acra ----------------------- ------------------------------------- Eduardo Valdes Acra Attorney-in-Fact Marco Antonio Slim Domit February 17, 2004 ------------------------------------- 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: Inmobiliaria Carso, S.A. de C.V. Name: Armando Ibanez Vazquez Title: Attorney in Fact EX-1 3 saks13g6-ex1_0217.txt Exhibit 1 POWER OF ATTORNEY The undersigned, a duly authorized attorney-in-fact of Inmobiliaria Carso, S.A. de C.V., the sole member of Orient Star Holdings LLC (the "Company"), hereby constitutes and appoints Eduardo Valdes Acra and Rafael Robles Miaja, and each of them singly, as the Company's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for the Company and in the Company's name, place and stead and on the Company's behalf, in any and all capacities, to sign any Form 3, 4, or 5 or Schedule 13D or 13G, and any and all amendments thereto and any other document relating thereto (including any joint filing agreement) (each a "Filing"), relating to the Company's beneficial ownership (direct or indirect) of any securities it may be deemed to beneficially own, and to file on the Company's behalf any such Filings required to be filed pursuant to the United States Securities Exchange Act of 1934, as amended, 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 the Company 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, 2008. February 11, 2004 ORIENT STAR HOLDINGS LLC /s/ Armando Ibanez Vazquez ------------------------------------- By: Inmobiliaria Carso, S.A. de C.V. Name: Armando Ibanez Vazquez Title: Attorney in Fact -----END PRIVACY-ENHANCED MESSAGE-----