-----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, HgKD2+vm8DGYrdtmxmRFbCUE+H7DhUaCsnG3qQHqCKcecgng0jSXfvODtmHQ7GEi EMhSX7IMjcaHvLEBYXaxVA== 0001005477-00-001312.txt : 20000215 0001005477-00-001312.hdr.sgml : 20000215 ACCESSION NUMBER: 0001005477-00-001312 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000214 GROUP MEMBERS: INVESTCORP S A GROUP MEMBERS: SIPCO LIMITED 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: SEC FILE NUMBER: 005-40274 FILM NUMBER: 542105 BUSINESS ADDRESS: STREET 1: 750 LAKESHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059404000 MAIL ADDRESS: CITY: ALCOA STATE: TN ZIP: 37701 FORMER COMPANY: FORMER CONFORMED NAME: PROFFITTS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INVESTCORP S A CENTRAL INDEX KEY: 0000903555 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 37 RUE NOTRE DAME CITY: LUXEMBOURG STATE: N4 ZIP: 00000 MAIL ADDRESS: STREET 1: 37 RUE NOTRE DAME CITY: LUXEMBOURG SC 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G 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 - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.10 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 00079377W1 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 1999 - -------------------------------------------------------------------------------- (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) - ---------- (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) - -------------------- ----------------- CUSIP No. 00079377W1 13G Page 2 of 9 Pages - -------------------- ----------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON INVESTCORP, S.A. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| Not Applicable. (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER None -------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,449,994 - -------------------------------------------------------------------------------- 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) 5.2% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT - -------------------- ----------------- CUSIP No. 00079377W1 13G Page 3 of 9 Pages - -------------------- ----------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SIPCO Limited - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| Not Applicable. (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER None -------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,449,994 - -------------------------------------------------------------------------------- 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) 5.2% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT - -------------------- ----------------- CUSIP No. 00079377W1 13G Page 4 of 9 Pages - -------------------- ----------------- 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). - -------------------- ----------------- CUSIP No. 00079377W1 13G Page 5 of 9 Pages - -------------------- ----------------- (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. - -------------------- ----------------- CUSIP No. 00079377W1 13G Page 6 of 9 Pages - -------------------- ----------------- (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 - -------------------- ----------------- CUSIP No. 00079377W1 13G Page 7 of 9 Pages - -------------------- ----------------- 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. - -------------------- ----------------- CUSIP No. 00079377W1 13G Page 8 of 9 Pages - -------------------- ----------------- 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. - -------------------- ----------------- CUSIP No. 00079377W1 13G Page 9 of 9 Pages - -------------------- ----------------- 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 -------------------------------- Name: Gary S. Long Title: Authorized Representative SIPCO LIMITED /s/ Gary S. Long -------------------------------- Name: Gary S. Long Title: Authorized Representative -----END PRIVACY-ENHANCED MESSAGE-----