-----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, AC1VTQDrVqtSlcWleQVUcs+akuBAJw8B6rBNvgNl1DVjFrQZ8piQc1W+zSfoKamP emSHgLBm6kvftJG28TTt9A== 0000931763-01-502461.txt : 20020413 0000931763-01-502461.hdr.sgml : 20020413 ACCESSION NUMBER: 0000931763-01-502461 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20011214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCRAES INC CENTRAL INDEX KEY: 0000773086 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 640202140 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-07 FILM NUMBER: 1813799 BUSINESS ADDRESS: STREET 1: - STREET 2: 3455 HIGHWAY 80 WEST CITY: JACKSON STATE: MI ZIP: 34209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAKS SHIPPING CO INC CENTRAL INDEX KEY: 0001078390 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: IL FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-14 FILM NUMBER: 1813806 BUSINESS ADDRESS: STREET 1: 750 LAKESHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCRAES STORES PARTNERSHIP CENTRAL INDEX KEY: 0001041023 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 721360263 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-08 FILM NUMBER: 1813800 BUSINESS ADDRESS: STREET 1: - STREET 2: 600 MALL GERMAIN CITY: ST CLOUD STATE: MN ZIP: 56301 MAIL ADDRESS: STREET 1: 600 MALL GERMAIN STREET 2: 600 MALL GERMAIN CITY: ST CLOUD STATE: MN ZIP: 56301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCRAES OF ALABAMA INC CENTRAL INDEX KEY: 0001041022 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 630165960 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-09 FILM NUMBER: 1813801 BUSINESS ADDRESS: STREET 1: - STREET 2: 600 MALL GERMAIN CITY: ST CLOUD STATE: MN ZIP: 56301 MAIL ADDRESS: STREET 1: 600 MALL GERMAIN STREET 2: 600 MALL GERMAIN CITY: ST CLOUD STATE: MN ZIP: 56301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAKS WHOLESALERS INC CENTRAL INDEX KEY: 0001163631 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 631228565 STATE OF INCORPORATION: AL FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-13 FILM NUMBER: 1813805 BUSINESS ADDRESS: STREET 1: 90 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 205 940 4000 FILER: 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: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120 FILM NUMBER: 1813791 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCRAES STORES SERVICES INC CENTRAL INDEX KEY: 0001078330 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: IL FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-04 FILM NUMBER: 1813796 BUSINESS ADDRESS: STREET 1: 750 LAKESHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059404000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HERBERGERS DEPARTMENT STORES LLC CENTRAL INDEX KEY: 0001078332 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: IL FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-06 FILM NUMBER: 1813798 BUSINESS ADDRESS: STREET 1: 750 LAKESHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059404000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAKS DISTRIBUTION CENTERS INC CENTRAL INDEX KEY: 0001078329 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 631215855 STATE OF INCORPORATION: IL FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-20 FILM NUMBER: 1813813 BUSINESS ADDRESS: STREET 1: 750 LAKESHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059404000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK CITY SAKS LLC CENTRAL INDEX KEY: 0001163656 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 631242260 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-01 FILM NUMBER: 1813792 BUSINESS ADDRESS: STREET 1: 750 LAKE SHORE PKWY CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059404000 MAIL ADDRESS: STREET 1: 90 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCRILL LLC CENTRAL INDEX KEY: 0001163655 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 631265548 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-02 FILM NUMBER: 1813794 BUSINESS ADDRESS: STREET 1: 750 LAKE SHORE PKWY CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059404000 MAIL ADDRESS: STREET 1: 90 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JACKSON LEASING LLC CENTRAL INDEX KEY: 0001163654 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 631265323 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-03 FILM NUMBER: 1813795 BUSINESS ADDRESS: STREET 1: 750 LAKE SHORE PKWY CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059404000 MAIL ADDRESS: STREET 1: 90 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARSON PIRIE HOLDINGS INC CENTRAL INDEX KEY: 0001078334 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: IL FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-05 FILM NUMBER: 1813797 BUSINESS ADDRESS: STREET 1: 750 LAKESHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059404000 MAIL ADDRESS: STREET 1: 90 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCIL LLC CENTRAL INDEX KEY: 0001163641 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 631265481 STATE OF INCORPORATION: VA FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-10 FILM NUMBER: 1813802 BUSINESS ADDRESS: STREET 1: 90 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 205 940 4000 MAIL ADDRESS: STREET 1: 750 LAKE SHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCCA LLC CENTRAL INDEX KEY: 0001163639 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 631267381 STATE OF INCORPORATION: VA FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-11 FILM NUMBER: 1813803 BUSINESS ADDRESS: STREET 1: 90 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 205 940 4000 MAIL ADDRESS: STREET 1: 750 LAKE SHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCCA STORE HOLDINGS INC CENTRAL INDEX KEY: 0001163637 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 631265331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-12 FILM NUMBER: 1813804 BUSINESS ADDRESS: STREET 1: 90 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 205 940 4000 MAIL ADDRESS: STREET 1: 750 LAKE SHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARISIAN INC CENTRAL INDEX KEY: 0000729979 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 630680839 STATE OF INCORPORATION: AL FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-15 FILM NUMBER: 1813807 BUSINESS ADDRESS: STREET 1: 750 LAKESHORE PKWY CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059404000 MAIL ADDRESS: STREET 1: 750 LAKESHORE PKWY STREET 2: 750 LAKESHORE PKWY CITY: BIRMINGHAM STATE: AL ZIP: 35211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAKS DIRECT INC CENTRAL INDEX KEY: 0001163647 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 132733441 STATE OF INCORPORATION: NY FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-16 FILM NUMBER: 1813808 BUSINESS ADDRESS: STREET 1: 90 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 205 940 4000 MAIL ADDRESS: STREET 1: 750 LAKE SHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEX SFA INC CENTRAL INDEX KEY: 0001163645 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 631222427 STATE OF INCORPORATION: IL FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-17 FILM NUMBER: 1813809 BUSINESS ADDRESS: STREET 1: 90 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 205 940 4000 MAIL ADDRESS: STREET 1: 750 LAKE SHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SFAILA LLC CENTRAL INDEX KEY: 0001163643 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 631264900 STATE OF INCORPORATION: VA FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-18 FILM NUMBER: 1813810 BUSINESS ADDRESS: STREET 1: 90 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 205 940 4000 MAIL ADDRESS: STREET 1: 750 LAKE SHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAKS & CO CENTRAL INDEX KEY: 0001070828 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 131256625 STATE OF INCORPORATION: NY FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-19 FILM NUMBER: 1813811 BUSINESS ADDRESS: STREET 1: 750 LAKESHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059414000 MAIL ADDRESS: STREET 1: 750 LAKESHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAKS FIFTH AVENUE OF TEXAS INC CENTRAL INDEX KEY: 0001070822 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 132781671 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-21 FILM NUMBER: 1813814 BUSINESS ADDRESS: STREET 1: 750 LAKESHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059414000 MAIL ADDRESS: STREET 1: 750 LAKESHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAKS FIFTH AVENUE INC CENTRAL INDEX KEY: 0001070821 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 042226632 STATE OF INCORPORATION: MA FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-22 FILM NUMBER: 1813815 BUSINESS ADDRESS: STREET 1: 750 LAKESHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059414000 MAIL ADDRESS: STREET 1: 750 LAKESHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAKS FIFTH AVENUE DISTRIBUTION CO CENTRAL INDEX KEY: 0001070826 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-23 FILM NUMBER: 1813816 BUSINESS ADDRESS: STREET 1: 750 LAKESHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059414000 MAIL ADDRESS: STREET 1: 750 LAKESHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAKS FIFTH AVENUE TEXAS LP CENTRAL INDEX KEY: 0001163628 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 631240768 STATE OF INCORPORATION: AL FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-24 FILM NUMBER: 1813817 BUSINESS ADDRESS: STREET 1: 750 LAKE SHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059404000 MAIL ADDRESS: STREET 1: 90 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAKS HOLDINGS INC CENTRAL INDEX KEY: 0001010744 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 511685667 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-25 FILM NUMBER: 1813818 BUSINESS ADDRESS: STREET 1: 750 LAKESHORE PKWY CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059404000 MAIL ADDRESS: STREET 1: 750 LAKESHORE PKWY STREET 2: 19TH FLOOR CITY: BIRMINGHAM STATE: AL ZIP: 35211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAKSFIFTHAVENUE COM INC CENTRAL INDEX KEY: 0001163629 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 631249273 STATE OF INCORPORATION: AL FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-26 FILM NUMBER: 1813819 BUSINESS ADDRESS: STREET 1: 750 LAKE SHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059404000 MAIL ADDRESS: STREET 1: 90 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PMIN GENERAL PARTNERSHIP CENTRAL INDEX KEY: 0001163620 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 631266425 STATE OF INCORPORATION: VA FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-75120-27 FILM NUMBER: 1813820 BUSINESS ADDRESS: STREET 1: 750 LAKE SHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059404000 MAIL ADDRESS: STREET 1: 90 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10016 S-4 1 ds4.txt FORM S-4 As filed with the Securities and Exchange Commission on December 14, 2001 Registration No. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------- FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- SAKS INCORPORATED (Exact name of Registrant as Specified in Its Charter) Tennessee 5311 63-0331040 (State or Other (Primary Standard (I.R.S. Employer Jurisdiction IndustrialClassification Identification No.) ofIncorporation or Code Number) Organization) 750 Lakeshore Parkway Birmingham, Alabama 35211 Telephone: (205) 940-4000 Facsimile: (205) 940-4468 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Charles J. Hansen Senior Vice President and Deputy General Counsel Saks Incorporated 750 Lakeshore Parkway Birmingham, Alabama 35211 Telephone: (205) 940-4000 Facsimile: (205) 940-4468 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) With copies to: Mark F. McElreath Ashley E. Hufft Alston & Bird LLP 90 Park Avenue New York, New York 10016 Telephone: (212) 210-9400 Facsimile: (212) 210-9444 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of the Registration Statement. TABLE OF ADDITIONAL REGISTRANTS The following subsidiaries of Saks Incorporated are guarantors of the registered notes and are co-registrants: - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
Primary Standard I.R.S.Employer Industrial State of Incorporation or Identification Classification Code Name of Additional Registrant Organization Number Number - ---------------------------------------------------------------------------------------------------- Carson Pirie Holdings, Inc............ Delaware 63-1210093 5311 - ---------------------------------------------------------------------------------------------------- Herberger's Department Stores, LLC.... Minnesota 63-1215837 5311 - ---------------------------------------------------------------------------------------------------- Jackson Leasing, LLC.................. Mississippi 63-1265323 5311 - ---------------------------------------------------------------------------------------------------- McRae's of Alabama, Inc............... Alabama 63-0165960 5311 - ---------------------------------------------------------------------------------------------------- McRae's Stores Partnership............ Mississippi 72-1360263 5311 - ---------------------------------------------------------------------------------------------------- McRae's Stores Services, Inc.......... Illinois 63-1215268 5311 - ---------------------------------------------------------------------------------------------------- McRae's Inc........................... Mississippi 64-0202140 5311 - ---------------------------------------------------------------------------------------------------- McRIL, LLC............................ Virginia 63-1265548 5311 - ---------------------------------------------------------------------------------------------------- New York City Saks, LLC............... New York 63-1242260 5311 - ---------------------------------------------------------------------------------------------------- Parisian, Inc......................... Alabama 63-0680839 5311 - ---------------------------------------------------------------------------------------------------- PMIN General Partnership.............. Virginia 63-1266425 5311 - ---------------------------------------------------------------------------------------------------- Saks & Company........................ New York 13-1256625 5311 - ---------------------------------------------------------------------------------------------------- Saks Direct, Inc...................... New York 13-2733441 5311 - ---------------------------------------------------------------------------------------------------- Saks Distribution Centers, Inc........ Illinois 63-1215855 5311 - ---------------------------------------------------------------------------------------------------- Saks Fifth Avenue Distribution Company Delaware 13-3909991 5311 - ---------------------------------------------------------------------------------------------------- Saks Fifth Avenue of Texas, Inc....... Delaware 13-2781671 5311 - ---------------------------------------------------------------------------------------------------- Saks Fifth Avenue Texas, L.P.......... Delaware 63-1240768 5311 - ---------------------------------------------------------------------------------------------------- Saks Fifth Avenue, Inc................ Massachusetts 04-2226632 5311 - ---------------------------------------------------------------------------------------------------- saksfifthavenue.com, inc.............. Delaware 63-1249273 5311 - ---------------------------------------------------------------------------------------------------- Saks Holdings, Inc.................... Delaware 51-1685667 5311 - ---------------------------------------------------------------------------------------------------- Saks Shipping Company, Inc............ Illinois 63-1222427 5311 - ---------------------------------------------------------------------------------------------------- Saks Wholesalers, Inc................. Alabama 63-1228565 5311 - ---------------------------------------------------------------------------------------------------- SCCA Store Holdings, Inc.............. Delaware 63-1265331 5311 - ---------------------------------------------------------------------------------------------------- SCCA, LLC............................. Virginia 63-1267381 5311 - ---------------------------------------------------------------------------------------------------- SCIL, LLC............................. Virginia 63-1265481 5311 - ---------------------------------------------------------------------------------------------------- SFAILA, LLC........................... Virginia 63-1264900 5311 - ---------------------------------------------------------------------------------------------------- Tex SFA, Inc.......................... New York 13-3593607 5311 - ----------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- c/o Saks Incorporated 750 Lakeshore Parkway Birmingham, Alabama 35211 Telephone: (205) 940-4000 Facsimile: (205) 940-4468 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Each of the Co-Registrant's Principal Executive Offices) Charles J. Hansen Senior Vice President and Deputy General Counsel Saks Incorporated 750 Lakeshore Parkway Birmingham, Alabama 35211 Telephone: (205) 940-4000 Facsimile: (205) 940-4468 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service for Each Co-Registrant) With copies to: Mark F. McElreath Ashley E. Hufft Alston & Bird LLP 90 Park Avenue New York, New York 10016 Telephone: (212) 210-9400 Facsimile: (212) 210-9444 If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of Title of Each Class of Amount to be Offering Price per Aggregate Offering Registration Securities to be Registered Registered Note(1) Price Fee(2) - -------------------------------------------------------------------------------------------- 9 7/8% Notes due 2011... $141,557,000 100% $141,557,000 $33,832 - --------------------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(f), based upon the book value of such securities. (2) The registration fee for the securities offered hereby has been calculated under Rule 457(f)(2) of the Securities Act. The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED DECEMBER 14, 2001 PROSPECTUS Saks Incorporated Offer to Exchange $141,557,000 of Its 9 7/8% Notes Due 2011, Registered under the Securities Act, for $141,557,000 of Its Outstanding Unregistered 9 7/8% Notes Due 2011 This exchange offer will expire at 5:00 p.m., New York City time, on , 2002, unless extended. . We are offering to exchange $141,557,000 aggregate principal amount of registered 9 7/8% notes due October 1, 2011, registered under the Securities Act of 1933, for $141,557,000 aggregate principal amount of outstanding unregistered 9 7/8% notes due October 1, 2011. . The terms of the registered notes will be substantially identical to the outstanding unregistered 9 7/8% notes that we issued on October 4, 2001, except that the registered notes will be registered under the Securities Act and will not be subject to transfer restrictions or registration rights. The outstanding unregistered 9 7/8% notes were issued without compliance with the registration requirements of the Securities Act of 1933 in reliance upon an available exemption. . We will pay interest on the registered notes on each April 1 and October 1, beginning April 1, 2002. . The registered notes will be fully and unconditionally guaranteed by all of our existing and future subsidiaries that are or become guarantors of our credit facility. . Subject to the terms of this exchange offer, we will exchange the registered notes for all outstanding 9 7/8% notes that are validly tendered and not withdrawn prior to the expiration of this exchange offer. . The exchange of outstanding 9 7/8% notes for registered notes pursuant to this exchange offer generally will not be a taxable event for U.S. federal income tax purposes. See "Certain U.S. Federal Income Tax Considerations." . We will not receive any proceeds from this exchange offer. Investing in the registered notes involves risks. You should consider carefully the risk factors beginning on page 10 of this prospectus before tendering your outstanding 9 7/8% notes in this exchange offer. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the registered notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Each broker-dealer that receives registered notes for its own account in exchange for outstanding 9 7/8% notes, where those outstanding 9 7/8% notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the registered notes. See "Plan of Distribution" in this prospectus. The date of this prospectus is , 2001 TABLE OF CONTENTS Important Information About This Prospectus........................................... ii Where You Can Find More Information................................................... ii Cautionary Statement Regarding Forward-Looking Statements............................. iii Prospectus Summary.................................................................... 1 Saks Incorporated..................................................................... 6 Selected Financial Data............................................................... 8 Risk Factors.......................................................................... 10 Use Of Proceeds....................................................................... 12 Consolidated Ratio Of Earnings to Combined Fixed Charges and Preferred Stock Dividends 12 This Exchange Offer................................................................... 13 Description Of The Registered Notes................................................... 21 Certain U.S. Federal Income Tax Considerations........................................ 35 Plan of Distribution.................................................................. 40 Legal Matters......................................................................... 40 Experts............................................................................... 40
i IMPORTANT INFORMATION ABOUT THIS PROSPECTUS You should rely only on the information in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell the registered notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations, and prospectus may have changed since that date. This exchange offer is not being made to, and we will not accept surrenders for exchange from, holders of outstanding 9 7/8% notes in any jurisdiction in which this exchange offer or the acceptance of this exchange offer would violate the securities or blue sky laws of that jurisdiction. Unless the context otherwise requires, as used in this prospectus: . the terms "Saks," "our," or "we" refer to the combined entities of Saks Incorporated and its subsidiaries, including those subsidiaries of Saks that are guarantors of the notes; . the term "outstanding 9 7/8% notes" refers to the 9 7/8% notes due 2011 that we issued on October 4, 2001; . the term "registered notes" refers to the 9 7/8% notes due 2011 that we registered under the Securities Act and that we are offering in exchange for the outstanding 9 7/8% notes; and . the term "notes" refers to the outstanding 9 7/8% notes and the registered notes, collectively. WHERE YOU CAN FIND MORE INFORMATION We file reports, proxy statements and other information with the SEC. Our filings with the SEC are available on the Internet at the SEC's EDGAR website at http://www.sec.gov. You may read and copy any document that we file with the SEC at the SEC's public reference rooms at the following addresses: 450 Fifth Street, N.W. Woolworth Building Citicorp Center Room 1024 233 Broadway 500 West Madison Street Washington, D.C. 20549 New York, New York 10279 Suite 1400 Chicago, Illinois 60661 You can call the SEC at 1-800-SEC-0330 for more information about the public reference rooms and their copy charges. Our SEC filings are also available at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. The SEC allows us to "incorporate by reference" the information that we file with the SEC. This means that we can disclose important information to you by referring you to information and documents that we have filed with the SEC. Any information that we refer to in this manner is considered part of this prospectus. Any information that we file with the SEC after the date of this prospectus will automatically update and supersede the corresponding information contained in this prospectus. We are incorporating by reference the following documents that we have previously filed with the SEC: . Our annual report on Form 10-K for the fiscal year ended February 3, 2001; . Our quarterly reports on Form 10-Q for the quarters ended May 5, 2001, August 4, 2001 and November 3, 2001; and . Our current reports on Form 8-K filed on August 27, 2001, August 30, 2001, September 28, 2001, October 11, 2001 and November 21, 2001. ii We are also incorporating by reference any future filings that we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this prospectus. In no event, however, will any of the information that we disclose under Item 9 of any Current Report on Form 8-K that we may from time to time file with the SEC be incorporated by reference into, or otherwise included in, this prospectus. You may request a free copy of any documents referred to above, including exhibits specifically incorporated by reference in those documents, by contacting us at the following address and telephone number: Saks Incorporated 750 Lakeshore Parkway Birmingham, Alabama 35211 Telephone: (205) 940-4000 Facsimile: (205) 940-4468 Attention: Charles J. Hansen If you would like to request documents, please do so by no later than , 2002 in order to receive the documents before this exchange offer expires on , 2002. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Some of the statements in this prospectus, including the information incorporated into this prospectus by reference to other documents, may constitute "forward-looking statements" for purposes of the Securities Act and the Exchange Act. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. When used in this prospectus or in documents incorporated by reference in this prospectus, the words "believe," "anticipate," "estimate," "project," "intend," "expect," "may," "will," "plan," "should," "would," "contemplate," "possible," "attempt," "seek" and similar expressions are intended to identify these forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other important factors that could cause actual results to differ materially from those in the forward-looking statements. Assumptions and other important factors that could cause our actual results to differ materially from those in the forward-looking statements include, but are not limited to: . general economic and business conditions, both nationally and in those trade areas in which we operate; . changes in merchandise mixes, site selection and related traffic and demographic patterns; . prospects for the retail industry; . the level of consumer spending for apparel and other consumer goods; . the level of consumer confidence; . levels of consumer debt and bankruptcies; . changes in interest rates; . changes in our customers' buying, credit usage, and payment behaviors; . the effects of weather conditions on seasonal sales in the trade areas we serve; . competition among department and specialty stores and other retailers, including luxury goods retailers, general merchandise stores, mail order retailers and off-price and discount stores; . the competitive pricing environment among retailers; . the effectiveness of our planned advertising, marketing and promotional campaigns; . our ability to determine or cause and implement appropriate merchandising strategies, merchandise flow and inventory turnover levels; . our ability to respond quickly to changes in fashions trends and consumer preferences; iii . adequate and stable sources of merchandise; . our ability to effectively integrate our Saks Direct business into our core Saks Fifth Avenue business and favorable customer response to the integration; . favorable customer response to changes in our customer-service formats; . favorable customer response to our proprietary credit card loyalty programs; . effective expense control; . effective operation of the credit card business of National Bank of the Great Lakes, our wholly owned credit card bank; . realization of planned synergies and cost savings in our existing operations and in future acquisitions; . our ability to integrate acquired businesses; . changes in our business strategy or development plans; . our loss of key personnel; . the availability of capital to fund capital expenditures to enhance our stores and the expansion of our business; . the effect on the retail department store industry, and the economy generally, of the terrorist attacks of September 11, 2001, subsequent terrorist attacks and activities and the response by the United States to any such events; and . other factors referenced in this prospectus, as well as the information incorporated herein by reference. In particular, see Exhibit 99.1 to our Form 10-K for the fiscal year ended February 3, 2001 filed with the SEC, which is incorporated by reference in this prospectus and which may be accessed via EDGAR through the Internet at www.sec.gov. We also used other factors and assumptions not identified above in deriving the forward-looking statements. Our failure to realize these other assumptions or the impact of the other factors may also cause actual results to differ materially from those projected. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by the foregoing cautionary statement. You are cautioned not to rely on the forward-looking statements, which speak only as of the date of this prospectus. We assume no obligation to update or to publicly announce the results of any revisions to any of the forward-looking statements to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements. iv PROSPECTUS SUMMARY This brief summary highlights selected information from this prospectus. It may not contain all the information that is important to you. For a more complete understanding of this exchange offer, our company, and the registered notes, we encourage you to read this entire prospectus carefully, including the risk factors and financial statements. This Exchange Offer Background.................. On October 4, 2001, we issued $141,557,000 of our outstanding 9 7/8% notes due 2011 in a private offering. In connection with this private offering, we entered into a registration rights agreement in which we agreed, among other things, to deliver this prospectus to you and to complete an exchange offer for the outstanding 9 7/8% notes. General..................... We are offering to exchange $1,000 principal amount of our registered notes due October 1, 2011, for each $1,000 principal amount of our outstanding 9 7/8% notes due October 1, 2011. Currently, there is $141,557,000 in principal amount of outstanding 9 7/8% notes. The terms of the registered notes are identical in all material respects to the terms of the outstanding 9 7/8% notes, except that the registered notes are registered under the Securities Act and are not subject to transfer restrictions or registration rights. Outstanding 9 7/8% notes may be exchanged only in minimum denominations of $1,000 and integral multiples of $1,000 in excess of $1,000. Registered notes will be issued only in minimum denominations of $1,000 and integral multiples of $1,000 in excess of $1,000. Subject to the terms of this exchange offer, we will exchange registered notes for all of the outstanding 9 7/8% notes that are validly tendered and not withdrawn prior to the expiration of this exchange offer. The registered notes will be issued in exchange for corresponding outstanding 9 7/8% notes in this exchange offer, if consummated, on the fifth business day following the expiration date of this exchange offer or as soon as practicable after that date. Expiration Date............. This exchange offer will expire at 5:00 p.m., New York City time, on , 2002, unless we extend it. We do not currently intend to extend the expiration date. Withdrawal of Tenders....... You may withdraw the surrender of your outstanding 9 7/8% notes at any time prior to the expiration date. Taxation.................... The exchange of outstanding 9 7/8% notes for registered notes in this exchange offer will not be a taxable event for U.S. federal income tax purposes. 1 Conditions to this Exchange Offer..................... This exchange offer is subject to customary conditions, which we may assert or waive. See "This Exchange Offer--Conditions to this Exchange Offer; Waivers." Procedures for Tendering.... If you wish to accept this exchange offer and your outstanding 9 7/8% notes are held by a custodial entity such as a bank, broker, dealer, trust company or other nominee, you must instruct this custodial entity to tender your outstanding 9 7/8% notes on your behalf pursuant to the procedures of the custodial entity. If your outstanding 9 7/8% notes are registered in your name, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must also mail or otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with the outstanding 9 7/8% notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal. Custodial entities that are participants in The Depository Trust Company, or DTC, must tender outstanding 9 7/8% notes through DTC's Automated Tender Offer Program, or ATOP, which enables a custodial entity, and the beneficial owner on whose behalf the custodial entity is acting, to electronically agree to be bound by the letter of transmittal. A letter of transmittal need not accompany tenders effected through ATOP. By tendering your outstanding 9 7/8% notes in either of these manners, you will represent and agree with us that: . you are acquiring the registered notes in the ordinary course of your business for investment purposes; . you are not engaged in, and do not intend to engage in, the distribution of the registered notes (within the meaning of the Securities Act); . you have no arrangement or understanding with anyone to participate in a distribution of the registered notes; and . you are not an affiliate of Saks within the meaning of Rule 405 under the Securities Act. See "This Exchange Offer--Effect of Surrendering Outstanding 9 7/8% Notes." If you are a broker-dealer that will receive registered notes for your own account in exchange for outstanding 9 7/8% notes that you acquired as a result of your market-making or other trading activities, you will be required to acknowledge in the letter of transmittal that you will deliver a prospectus in connection with any resale of these registered notes. Resale of Registered Notes.. We believe that you can resell and transfer your registered notes without registering them under the Securities Act and delivering a 2 prospectus, if you can make the representations that appear under "This Exchange Offer--Effect of Surrendering Outstanding 9 7/8% Notes." Our belief is based on interpretations expressed in some of the SEC's no-action letters to other issuers in exchange offers like ours. We cannot guarantee that the SEC would make a similar decision about this exchange offer. If our belief is wrong, or if you cannot truthfully make the necessary representations, and you transfer any registered note issued to you in this exchange offer without meeting the registration and prospectus delivery requirements of the Securities Act, or without an exemption from these requirements, then you could incur liability under the Securities Act. We are not indemnifying you for any liability that you may incur under the Securities Act. A broker-dealer can only resell or transfer registered notes if it delivers a prospectus in connection with the resale or transfer. Consequences of Failure to Exchange.................. For a description of the consequences of a failure to exchange the outstanding 9 7/8% notes, see "Risk Factors." Exchange Agent.............. Bank One Trust Company, National Association, is the exchange agent for this exchange offer. The address and telephone number of the exchange agent are on page 20 of this prospectus. 3 The Registered Notes Issuer...................... Saks Incorporated Maturity Date of the Registered Notes.......... October 1, 2011 Interest.................... 9 7/8% Interest will be payable semi-annually on each April 1 and October 1, commencing April 1, 2002. Guarantees.................. The registered notes will be fully and unconditionally guaranteed by all of our subsidiaries that are guarantors of our credit facility. These guarantors include the following subsidiaries: Parisian, Inc., McRae's, Inc., McRae's Stores Partnership, McRae's Of Alabama, Inc., New York City Saks, LLC, Saks Holdings, Inc., Saks & Company, Saks Fifth Avenue, Inc., Saks Fifth Avenue Of Texas, Inc., Saks Fifth Avenue Texas, L.P., Saks Direct, Inc., saksfifthavenue.com, inc., Saks Fifth Avenue Distribution Company, Herberger's Department Stores, LLC, Carson Pirie Holdings, Inc., Saks Distribution Centers, Inc., Saks Shipping Company, Inc., McRae's Stores Services, Inc., Jackson Leasing, LLC, McRIL, LLC, SCCA, LLC, SCIL, LLC, SFAILA, LLC, SCCA Store Holdings, Inc., Tex SFA, Inc., Saks Wholesalers, Inc. and PMIN General Partnership. In addition, if our other subsidiaries become guarantors under our credit facility, those subsidiaries will also become guarantors of the registered notes. Ranking..................... The registered notes and the guarantees will be general, unsecured obligations. The registered notes and the guarantees will rank equally in right of payment with all of our and the guarantors' other unsecured and unsubordinated obligations. The registered notes and the guarantees will effectively rank junior to any of our and the guarantors' secured indebtedness to the extent of our and their assets that secure secured indebtedness. The registered notes will also be effectively subordinated to all obligations of our subsidiaries that are not guarantors. See "Risk Factors--Some of Our Other Debt Ranks Ahead of the Registered Notes in Right of Repayment," "Description of the Registered Notes--General" and "--Guarantees." Restrictive Covenants....... The indenture governing the registered notes will contain covenants that will, among other things, limit our ability to: . engage, or permit our domestic subsidiaries to engage, in specified sale-leaseback transactions; and . enter into specified mergers or consolidations or dispose of stock or specified assets. Use of Proceeds............. We will not receive any proceeds from this exchange offer. 4 Events of Default........... For a discussion of events that will permit acceleration of the payment of the principal of and accrued interest on the registered notes, see "Description of the Registered Notes--Events of Default." Form and Denomination....... The registered notes will be issued only in the form of one or more global notes. Each global note will be deposited with DTC, in each case for credit to the account of a direct or indirect participant of DTC. Investors in the global notes who are participants in DTC may hold their interests in the global notes directly through DTC. Investors in the global notes who are not participants in DTC may hold their interests indirectly through organizations that are participants in DTC. Interests in the global notes will be shown on, and transfers of those interests will be effected only through, records maintained by DTC and its participants, including Euroclear and Clearstream. See "Description of the Registered Notes--Book-Entry, Delivery and Form." Except as set forth under "Description of the Registered Notes--Exchange of Global Notes for Certificated Notes," participants and indirect participants will not be entitled to receive physical delivery of definitive registered notes or to have registered notes issued and registered in their names and will not be considered the owners or holders of the registered notes under the indenture. Interests in the global notes and the definitive registered notes, if any, will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess of $1,000. Governing Law............... The registered notes and the indenture will be governed by, and construed in accordance with, the laws of the State of New York. Trustee, Transfer Agent, and Book-Entry Depository..... Bank One Trust Company, National Association Paying Agent................ Bank One Trust Company, National Association Risk Factors You should read the section entitled "Risk Factors," beginning on page 10 of this prospectus, as well as the other cautionary statements throughout this prospectus, to ensure you understand the risks associated with tendering your outstanding 9 7/8% notes in this exchange offer and receiving registered notes. 5 SAKS INCORPORATED We are a leading operator of branded department stores in the United States and currently operate more than 350 luxury, specialty, traditional and off-price department stores in 39 states. We also operate related direct-to-consumer and e-commerce businesses. By operating different retail formats, we intend to benefit from and appeal to a geographically and demographically diverse group of existing and prospective customers. Our retail businesses are organized into two main business segments, the Saks Department Store Group, which operates our traditional department stores, and Saks Fifth Avenue Enterprises, which operates Saks Fifth Avenue full-line luxury department stores, Off 5/th/ fashion outlet stores, and the Saks Direct direct-to-consumer and e-commerce businesses. We also provide common support services, such as distribution, information technology and credit administration, to Saks Department Store Group and Saks Fifth Avenue Enterprises. Saks Department Store Group Our department store group operates more than 240 department stores in 24 states throughout the Southeastern, Midwestern and Great Plains regions of the United States. We operate under eight store names, many of which have been in existence for over 100 years: Younkers, Herberger's, Parisian, Carson Pirie Scott, McRae's, Proffitt's, Bergner's and Boston Store. Our department stores are typically leading specialty and department stores in their communities, with most stores located in premier locations in the areas they serve. We compete with other retailers based on, among other factors, levels of service, quality of real estate locations and desirability of merchandise. Our department stores offer a wide selection of upper-moderate to better branded fashion and private brand apparel, shoes, accessories, jewelry, cosmetics and decorative home furnishings. Our department stores also offer furniture in select locations. We believe that by positioning our department stores in diverse geographic locations and by utilizing different store formats and store names, we are able to appeal to a broader group of potential customers. In smaller communities, our department stores cater to middle- and upper-income customers with a selection of name-brand merchandise that is frequently not otherwise available in that area. In larger metropolitan areas, we compete by operating several stores, sometimes with different formats, in prime locations. Saks Fifth Avenue Enterprises Saks Fifth Avenue Enterprises operates Saks Fifth Avenue full-line luxury department stores, Off 5/th/, our off-price business, and direct-to-consumer catalog and e-commerce businesses. Our strategy is to sell luxury and designer merchandise through multiple distribution channels that each take advantage of the highly recognizable Saks Fifth Avenue brand name. As part of this strategy, our Off 5/th/ off-price business targets more value conscious customers, while enabling us to more cost-effectively liquidate markdown inventory from our Saks Fifth Avenue full-line stores. Saks Fifth Avenue Enterprises operates more than 110 locations in 27 states. . Our Saks Fifth Avenue full-line stores are free-standing and mall-based stores located in exclusive shopping destinations or anchor stores in upscale regional malls, and offer a wide assortment of distinctive luxury fashion apparel, shoes, accessories, jewelry, cosmetics and gifts. We believe that because of the highly recognizable Saks Fifth Avenue brand and its premier locations, our Saks Fifth Avenue stores serve as destinations that draw customers from a wide geographic area surrounding each store, as well as from outside the U.S. 6 . Off 5/th/ is a retailer of off-price upscale merchandise, targeting the more value-conscious customer. Off 5/th/ stores are located in upscale mixed-use and off-price centers in 23 states and offer apparel, shoes, accessories, and decorative home furnishings at prices below those charged by full-line department stores. The merchandise offering includes branded and private brand merchandise that is being liquidated from our Saks Fifth Avenue stores. We also purchase brand name merchandise directly from vendors for sale in our Off 5/th/ Stores in order to provide consistent, well-rounded merchandise assortments. . Saks Direct is comprised of our direct-to-consumer and e-commerce businesses. We are integrating the merchandising, marketing, inventory management and sales support functions of these businesses with that of our full-line Saks Fifth Avenue stores. ----------------- Our principal executive offices are located at 750 Lakeshore Parkway, Birmingham, Alabama 35211. Our telephone number is (205) 940-4000. 7 SELECTED FINANCIAL DATA (Dollars in Thousands) The following table sets forth selected financial data as of and for the five fiscal years ended February 3, 2001, and summary unaudited financial data as of and for the thirty-nine weeks ended November 3, 2001 and October 28, 2000.
Thirty-Nine Weeks Ended Fiscal Year Ended (a) ---------------------- ---------------------------------------------------------- November 3, October 28, February 3, January 29, January 30, January 31, February 1, 2001 2000 2001(g) 2000 1999 1998 1997 ----------- ----------- ----------- ----------- ----------- ----------- ----------- Net Sales................................ $4,158,609 $4,457,783 $6,581,236 $6,434,167 $5,963,813 $5,515,675 $4,726,766 Cost of sales............................ 2,691,393 2,845,042 4,211,707 4,028,779 3,794,340 3,481,831 3,006,287 Selling, general and administrative expense................................. 1,027,077 1,030,080 1,433,357 1,359,386 1,332,275 1,203,909 1,059,750 Depreciation and amortization............ 162,157 154,802 214,099 178,775 155,361 136,119 123,533 Property and equipment rentals........... 148,380 142,882 196,813 187,829 181,966 157,018 114,714 Taxes other than income taxes............ 118,662 122,789 163,745 155,724 150,839 134,121 117,355 Store pre-opening costs.................. 5,170 5,698 6,196 13,342 10,567 17,018 11,645 Merger and integration charges(b)........ 1,539 20,559 19,886 35,660 111,307 36,524 16,929 Year 2000 expense(c)..................... -- -- -- 5,917 10,437 6,590 -- (Gains) losses from long-lived assets.... 18,604 1,244 73,572 12,547 61,785 (134) 1,406 ESOP expenses(d)......................... -- -- -- -- -- 9,513 3,910 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Operating income (loss).................. (14,373) 134,687 261,861 456,208 154,936 333,166 271,237 Interest expense......................... (99,354) (109,234) (149,995) (138,968) (110,971) (113,685) (114,881) Other income (expense), net.............. 746 152 3,733 140 22,201 2,330 (11,780) ---------- ---------- ---------- ---------- ---------- ---------- ---------- Income (loss) before provision for income taxes and extraordinary items.... (112,981) 25,605 115,599 317,380 66,166 221,811 144,576 Provision (benefit) for income taxes(e).. (42,898) 5,686 40,383 118,476 41,181 (194,426) 50,998 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Income (loss) before extraordinary items................................... (70,083) 19,919 75,216 198,904 24,985 416,237 93,578 Extraordinary gain (loss) on debt, net of tax(f).................................. 16,439 -- -- (9,261) (25,881) (11,323) (12,746) ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net income (loss)........................ $ (53,644) $ 19,919 $ 75,216 $ 189,643 $ (896) $ 404,914 $ 80,832 ========== ========== ========== ========== ========== ========== ========== Consolidated Balance Sheet Data Working Capital.......................... $1,131,520 $1,080,388 $1,085,956 $1,110,796 $ 887,875 $1,096,359 $ 951,752 Total assets............................. $5,050,311 $5,466,316 $5,050,611 $5,098,952 $5,188,981 $4,270,253 $3,630,276 Long-term debt, less current portion..... $1,642,707 $1,948,234 $1,801,657 $1,966,802 $2,114,647 $1,380,770 $1,365,242 Shareholders' equity..................... $2,245,071 $2,222,118 $2,293,829 $2,208,343 $2,007,575 $1,944,529 $1,397,934
- -------- (a) Effective September 17, 1998, January 31, 1998, February 1, 1997, and February 3, 1996, Saks Holdings, Inc. ("Saks Holdings"), Carson Pirie Scott & Co. ("CPS"), G.R. Herberger's, Inc. ("Herberger's") and Younkers, Inc. ("Younkers"), respectively, were acquired by Saks Incorporated. We accounted for these acquisitions under the pooling-of-interests method of accounting. Accordingly, our financial statements were restated for all periods to include the results of operations and financial position of Saks Holdings, CPS, Herberger's and Younkers. We completed the purchase of 14 Dillard's stores on October 2, 1998 and one Dillard's store on December 1, 1998, which we accounted for under the purchase method of accounting. As a consequence, our financial statements include the results of operations for these stores from the dates of purchase. (b) During the period ended November 3, 2001, we incurred integration charges associated with our southern distribution center consolidation. In fiscal 2000, we incurred integration charges associated with the consolidation of the Herberger's home office into CPS' home office and the McRae's home office into the Proffitt's home office. We also incurred costs in connection with our southern distribution center consolidation. In fiscal 1996 through fiscal 1999 in connection with the acquisitions of the Dillard's stores, Saks Holdings, CPS, Parisian, and Herberger's, we incurred merger and integration charges, including (i) transaction costs, (ii) costs associated with severance and related benefits and abandonment and elimination of duplicate administrative office space, property, data processing equipment and software, (iii) integration costs and (iv) other costs. (c) During fiscal 1997, we undertook the assessment of the effect of the Year 2000 Problem on us and began the necessary systems modifications resulting in expenses of $5.9 million, $10.4 million and $6.6 million in fiscal 1999, 1998 and 1997, respectively. (d) In December 1997, we terminated the Herberger's Employee Stock Ownership Plan. 8 (e) We recorded an income tax benefit of $294.8 million in the fourth quarter of fiscal 1997, relating to the reduction in the Saks Holdings valuation allowance associated with certain deferred tax assets . (f) During the period ended November 3, 2001, we repurchased $440.0 million of debt at a discount resulting in a gain on extinguishment of debt of $16.4 million. During fiscal 1999, we completed various balance sheet restructuring transactions that resulted in debt extinguishment charges of $9.3 million. During fiscal 1998 and as a result of the Saks Holdings acquisition, we completed various balance sheet restructuring transactions that resulted in debt extinguishment charges of $25.9 million. These transactions included the restructuring of our revolving credit facilities, the repurchase of our 8 1/8% Senior Notes and the prepayment of real estate secured notes. During fiscal 1997, we modified our capital structure, including retiring approximately $114 million of 9 7/8% Parisian Senior Subordinated Notes due 2003, prepaying approximately $15 million of 11% Junior Subordinated Notes, prepaying certain mortgages and replacing our existing revolving credit and working capital facilities with new revolving credit facility. As a result of this early extinguishment of debt, certain deferred costs and premiums associated with the debt facilities, such as loan orgination costs, were written off resulting in a loss of $11.3 million. In fiscal 1996, we recognized $12.7 million of extraordinary charges associated with the prepayment of term borrowings under the Saks Holdings credit facility, the repayment of outstanding balances on the revolving credit portion of the Saks Holdings credit facility and the prepayment of certain mortgages. (g) Fiscal year 2000 contained 53 weeks ended on February 3, 2001. Fiscal years 1999, 1998, 1997 and 1996 contained 52 weeks. 9 RISK FACTORS Before you tender your outstanding 9 7/8% notes, you should be aware that there are various risks involved in an investment in registered notes, including those we describe below. You should consider carefully these risk factors together with all of the other information included in this prospectus before you decide to tender your outstanding 9 7/8% notes in this exchange offer. If You Fail to Exchange Your Outstanding 9 7/8% Notes for Registered Notes, You Will Continue to Hold Notes Subject to Transfer Restrictions. We will only issue registered notes in exchange for outstanding 9 7/8% notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the outstanding 9 7/8% notes and you should carefully follow the instructions on how to tender your outstanding 9 7/8% notes set forth under "This Exchange Offer--Procedures for Tendering" and in the letter of transmittal that accompanies this prospectus. Neither we nor the exchange agent are required to notify you of any defects or irregularities relating to your tender of outstanding 9 7/8% notes. If you do not exchange your outstanding 9 7/8% notes for registered notes in this exchange offer, the outstanding 9 7/8% notes you hold will continue to be subject to the existing transfer restrictions. In general, you may not offer or sell the outstanding 9 7/8% notes except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register the outstanding 9 7/8% notes under the Securities Act. If you continue to hold any outstanding 9 7/8% notes after this exchange offer is completed, you may have trouble selling them because of these restrictions on transfer. If an Active Trading Market Does Not Develop for the Registered Notes, You May be Unable to Sell the Registered Notes or to Sell Them at a Price You Deem Sufficient. The registered notes will be new securities for which there is no established trading market. We do not intend to list the registered notes on any exchange or create or maintain a trading market for them. We give no assurance as to: . the liquidity of any trading market that may develop; . the ability of holders to sell their registered notes; or . the price at which holders would be able to sell their registered notes. Even if a trading market develops, the registered notes may trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including: . prevailing interest rates; . the number of holders of the registered notes; . the interest of securities dealers in making a market for the registered notes; . the market for similar debt securities; and . our financial performance. We understand that the dealer managers that assisted us in issuing the outstanding 9 7/8% notes presently intend to make a market in the registered notes. However, they are not obligated to do so and may discontinue making a market in the registered notes at any time without notice. Finally, if a large number of holders of outstanding 9 7/8% notes do not tender outstanding 9 7/8% notes or tender outstanding 9 7/8% notes improperly, the limited amount of registered notes that would be issued and outstanding after we complete this exchange offer could adversely affect the development or viability of a market for the registered notes. Some of Our Other Debt Ranks Ahead of the Registered Notes in Right of Repayment The registered notes and the guarantees of the registered notes will be unsecured obligations. If we default, your right to payment under the registered notes will be: . subordinate to all of our and the guarantors' secured debt; . equal to all of our and the guarantors' unsecured and unsubordinated debt; and . senior to all of our and the guarantors' subordinated debt. 10 On December 1, 2001, our outstanding short-term and long-term debt, combined with that of our subsidiaries that are acting as guarantors of the registered notes was $1.6 billion. Of this amount: . approximately $444 million outstanding under our credit facility (secured by, among other collateral, our merchandise inventory and common stock and other beneficial interests in many of our subsidiaries) and other indebtedness, was secured debt having priority over the registered notes; and . approximately $1.2 billion in the aggregate outstanding under our 7% and 7 1/4% Notes due 2004, our 8 1/4% Notes due 2008, our 7 1/2% Notes due 2010, our 7 3/8% Notes due 2019, and our outstanding 9 7/8% notes, was unsecured and unsubordinated debt ranking equally in right of payment with the registered notes. The holders of our secured debt will have a prior claim on our assets that secure the holders' secured debt. As a result, the holders of our secured debt will be paid before you receive any amounts due under the terms of the registered notes and the guarantees of the registered notes, but only to the extent of the value of the assets securing their debt. In addition, if we or one of the guarantors are involved in any dissolution, liquidation or reorganization, you may not be able to recover any interest or principal you are due under the registered notes. If we or a guarantor become insolvent, the guarantee of the registered notes could be held by a court to be unenforceable. If the guarantees were held to be unenforceable, you would have a claim against the equity of the guarantor but would be paid only after all of the direct obligations of the guarantor had been satisfied. The registered notes will be effectively subordinated to all the liabilities of our subsidiaries that are not acting as guarantors of the registered notes. As of December 1, 2001, our non-guarantor subsidiaries have approximately $1.2 billion of liabilities, which are off-balance sheet and are represented by a credit card accounts receivable securitization facility. We will use a portion of our cash flow from operations to make payments, consisting primarily of interest and principal, on our debt. This will reduce the funds available for our operations and capital expenditures. Also, the overall amount of debt we have outstanding and the restrictive covenants contained in the terms of that debt may make us vulnerable to economic downturns and competitive pressures, and may hinder our ability to accomplish our strategic objectives. 11 USE OF PROCEEDS This exchange offer is intended to satisfy our obligations under the registration rights agreement into which we entered when we issued the outstanding 9 7/8% notes. We will not receive any cash proceeds from this exchange offer. In exchange for outstanding 9 7/8% notes that you tender pursuant to this exchange offer, you will receive registered notes in like principal amount. The outstanding 9 7/8% notes that are surrendered in exchange for the registered notes will be retired and canceled by us upon receipt and cannot be reissued. The issuance of the registered notes under this exchange offer will not result in any increase in our outstanding debt. We did not receive any cash proceeds in the transaction where we issued the outstanding 9 7/8% notes. In that transaction we exchanged $141,557,000 in outstanding 9 7/8% notes and $147,371,524 in cash for $130,274,000 of our 7% notes and for $152,867,000 of our 71/4% notes, each due in 2004. We retired and canceled all of the 7% notes and 7 1/4% notes that were tendered in exchange for the outstanding 9 7/8% notes. CONSOLIDATED RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERERD STOCK DIVIDENDS The ratio of earnings to combined fixed charges and preferred stock dividends is computed by dividing earnings by the sum of fixed charges and preferred stock dividend requirements. For these purposes, earnings consist primarily of income (loss) before income taxes and extraordinary items adjusted for fixed charges. Combined fixed charges and preferred stock dividends consist primarily of interest (whether expensed or capitalized), the portion of rental expense representative of the interest factor in these rentals and preferred stock dividends. The following sets forth our consolidated ratio of earnings to combined fixed charges and preferred dividends for the periods shows:
For the 39 Weeks Ended, For the 52 Weeks Ended, ---------------- ----------------------------------------------------------- November 3, February 3, January 29, January 30, January 31, February 1, 2001 2001 2000 1999 1998 1997 ---------------- ----------- ----------- ----------- ----------- ----------- Ratio of Earnings to Fixed Charges and Preferred Stock Dividends......... N/A* 1.5x 2.4x 1.4x 2.3x 1.9x
- -------- *The earnings for the period ended November 3, 2001 are deficient $116,805 to cover fixed charges. 12 THIS EXCHANGE OFFER Purpose and Effect of this Exchange Offer The registered notes to be issued in the exchange offer will be exchanged for our outstanding 9 7/8% notes due 2011 that we issued on October 4, 2001. On that date, we exchanged $141,557,000 of outstanding 9 7/8% notes and $147,371,524 in cash for $130,274,000 of our 7% notes and $152,867,000 of our 7 1/4% notes, each due 2004. We made this exchange only with holders of the 2004 notes whom we believed were qualified institutional buyers within the meaning of Rule 144A under the Securities Act. We exchanged the outstanding 9 7/8% notes without compliance with the registration requirements of the Securities Act in reliance upon an exemption from those registration requirements. As part of the exchange transaction we entered into a registration rights agreement pursuant to which we agreed to: . file with the SEC by January 3, 2002, a registration statement under the Securities Act with respect to the issuance of the registered notes in an exchange offer; and . use our commercially reasonable efforts to cause that registration statement to become effective under the Securities Act on or before April 3, 2002. We agreed to issue and exchange the registered notes for all outstanding 9 7/8% notes validly tendered and not validly withdrawn prior to the expiration of this exchange offer. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part. For purposes of this exchange offer, the term "holder" means any person in whose name outstanding 9 7/8% notes are registered on the trustee's books or any other person who has obtained a properly completed bond power from the registered holder, or any person whose outstanding 9 7/8% notes are held of record by The Depository Trust Company, which we refer to as the "Depositary" or "DTC," who desires to deliver the outstanding 9 7/8% notes by book-entry transfer at DTC. The terms "exchange agent" and "trustee" refer to Bank One Trust Company, National Association. Terms of this Exchange Offer Subject to the terms and conditions of this exchange, we will issue $1,000 principal amount of registered notes in exchange for each $1,000 principal amount of outstanding 9 7/8% notes properly surrendered pursuant to this exchange offer and not validly withdrawn prior to the expiration date. Outstanding 9 7/8% notes may be surrendered only in integral multiples of $1,000. The form and terms of the registered notes are the same as the form and terms of the outstanding 9 7/8% notes except that: . the registered notes will be registered under the Securities Act and will not bear legends restricting the transfer of the registered notes; and . holders of the registered notes will not be entitled to any of the registration rights of holders of outstanding 9 7/8% notes under the registration rights agreement. The registered notes will evidence the same indebtedness as the outstanding 9 7/8% notes, which they replace, and will be issued under, and be entitled to the benefits of, the same indenture under which the outstanding 9 7/8% notes were issued. As a result, both series of notes will be treated as a single class of debt securities under the indenture. As of the date of this prospectus, $141,557,000 million in aggregate principal amount of the outstanding 9 7/8% notes is outstanding. All of the outstanding 9 7/8% notes are registered in the name of Cede & Co., as nominee for DTC. Solely for reasons of administration, we have fixed the close of business on , 2002 as the record date for this exchange offer for purposes of determining the persons to whom this prospectus and the accompanying letter of transmittal will be mailed initially. There will be no fixed record date for determining holders of the outstanding 9 7/8% notes entitled to participate in this exchange offer. 13 In connection with this exchange offer, the laws of the State of New York, which govern the indenture and the notes, do not give you any appraisal or dissenters' rights nor any other right to seek monetary damages in court. We intend to conduct this exchange offer in accordance with the provisions of the registration rights agreement and the applicable requirements of the Securities Exchange Act and the related SEC rules and regulations. For all relevant purposes, we will be regarded as having accepted properly surrendered outstanding 9 7/8% notes if and when we give oral or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the surrendering holders of outstanding 9 7/8% notes for the purposes of receiving the registered notes from us. If you surrender outstanding 9 7/8% notes in this exchange offer, you will not be required to pay brokerage commissions or fees. In addition, subject to the instructions in the letter of transmittal, you will not have to pay transfer taxes for the exchange of outstanding 9 7/8% notes. We will pay all charges and expenses, other than certain applicable taxes described under "--Other Fees and Expenses." Conditions to this Exchange Offer; Waivers Notwithstanding any other term of this exchange offer, or any extension of this exchange offer, we do not have to accept for exchange, or exchange registered notes for, any outstanding 9 7/8% notes, and we may terminate this exchange offer before acceptance of the outstanding 9 7/8% notes, if: . any statute, rule or regulation has been enacted, or any action has been taken by any court or governmental authority that, in our judgment, seeks to or would prohibit, restrict or otherwise render the consummation of this exchange offer illegal; . any change, or any development that would cause a change, in our business or financial affairs has occurred that, in our judgment, might materially impair our ability to proceed with this exchange offer or that would materially impair the contemplated benefits to us of this exchange offer; or . a change occurs in the current interpretations by the staff of the SEC that, in our judgment, might materially impair our ability to proceed with this exchange offer. If we, in our sole discretion, determine that any of the above conditions is not satisfied, we may: . refuse to accept any outstanding 9 7/8% notes and return all surrendered outstanding 9 7/8% notes to the surrendering holders; . extend this exchange offer and retain all outstanding 9 7/8% notes surrendered prior to the expiration date, subject to the holders' right to withdraw the surrender of their outstanding 9 7/8% notes; or . waive any unsatisfied conditions regarding this exchange offer and accept all properly surrendered outstanding 9 7/8% notes that have not been withdrawn. If this waiver constitutes a material change to this exchange offer, we will promptly disclose the waiver by means of a prospectus supplement or post-effective amendment to the registration statement that includes this prospectus that will be distributed to the holders. We will also extend this exchange offer for a period of five to ten business days, depending upon the significance of the waiver and the manner of disclosure to the holders, if this exchange offer would otherwise expire during the five-to-ten business-day period. Consequences to Holders of Outstanding 9 7/8% Notes Not Tendering in this Exchange Offer Participation in this exchange offer is voluntary. You are urged to consult your legal, financial and tax advisors in making your decisions on what action to take. 14 Outstanding 9 7/8% notes that are not exchanged will remain "restricted securities" within the meaning of Rule 144(a)(3) of the Securities Act. Accordingly, they may not be offered, sold, pledged or otherwise transferred except: . to a person who the seller reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A; . in an offshore transaction complying with Rule 904 of Regulation S under the Securities Act; . pursuant to an exemption from registration under the Securities Act provided by Rule 144, if available; or . pursuant to an effective registration statement under the Securities Act. Expiration Date, Extensions, Amendments The "expiration date" is 5:00 p.m., New York City time on , 2002 unless we extend this exchange offer, in which case the expiration date is the latest date and time to which we extend this exchange offer. In order to extend this exchange offer, we will: . notify the exchange agent of any extension by oral or written notice; and . issue a press release or other public announcement that would include disclosure of the approximate number of outstanding 9 7/8% notes deposited and that would be issued prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. We reserve the right: . to delay accepting any outstanding 9 7/8% notes; . to extend this exchange offer; . to terminate or amend this exchange offer, and not accept for exchange any outstanding 9 7/8% notes not previously accepted for exchange, upon the occurrence of any of the events set forth in "--Conditions of this Exchange Offer" by giving oral or written notice to the exchange agent; or . to waive any conditions or otherwise amend this exchange offer in any respect, by giving oral or written notice to the exchange agent. Any delay in acceptance, extension, termination or amendment will be followed as soon as practicable by a press release or other public announcement or post-effective amendment to the registration statement. If this exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose that amendment by means of a prospectus supplement or post-effective amendment that will be distributed to the holders. We will also extend this exchange offer for a period of five to ten business days, depending upon the significance of the amendment and the manner of disclosure to the holders, if this exchange offer would otherwise expire during the five to ten business day period. We will have no obligation to publish, advertise or otherwise communicate any public announcement of any delay, extension, amendment (other than amendments constituting a material change to this exchange offer) or termination that we may choose to make, other than by making a timely release to an appropriate news agency. 15 Effect of Surrendering Outstanding 9 7/8% Notes By surrendering outstanding 9 7/8% notes pursuant to this exchange offer, you will be representing to us that, among other things: . you have full power and authority to surrender, sell, assign and transfer the outstanding 9 7/8% notes surrendered; . we will acquire good title to the outstanding 9 7/8% notes being surrendered, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim when the outstanding 9 7/8% notes are accepted by us; . you are acquiring the registered notes in the ordinary course of your business and for investment purposes; . you are not engaged in, and do not intend to engage in, the distribution of the registered notes; . you have no arrangement or understanding with any person to participate in the distribution of the registered notes; . you acknowledge and agree that if you are a broker-dealer registered under the Exchange Act or you are participating in this exchange offer for the purpose of distributing the registered notes, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale of the registered notes, and you understand that you cannot rely on the SEC's position with respect to exchange offers, as expressed by its staff through no-action letters; . you understand that a secondary resale transaction described above and any resales of registered notes obtained by you in exchange for outstanding 9 7/8% notes acquired by you directly from us should be covered by an effective registration statement containing the information required by Item 507 or Item 508 of the SEC's Regulation S-K; . you are not an "affiliate," as defined in Rule 405 under the Securities Act, of Saks; and . we may rely upon these representations for purposes of this exchange offer. In addition, if you are a broker-dealer and you will receive registered notes for your own account in exchange for outstanding 9 7/8% notes that were acquired as a result of market-making activities or other trading activities, you must acknowledge in the letter of transmittal that you will deliver a prospectus in connection with any resale of your registered notes. See "Plan of Distribution." Interest on the Registered Notes The registered notes will accrue interest on the same terms as the outstanding 9 7/8% notes at the rate of 9 7/8% per year from October 4, 2001, payable semi-annually in arrears on April 1 and October 1 of each year, commencing April 1, 2002. Outstanding 9 7/8% notes accepted for exchange will not receive accrued interest thereon at the time of exchange. However, each registered note will bear interest from the most recent date to which interest has been paid on the outstanding 9 7/8% notes, or if no interest has been paid on the outstanding 9 7/8% notes or the registered notes, from October 4, 2001. Resale of the Registered Notes We believe that you will be allowed to resell the registered notes to the public without registration under the Securities Act, and without delivering a prospectus that satisfies the requirements of Section 10 of the Securities Act, if you can make the representations set forth above under "--Effect of Surrendering Outstanding 9 7/8% Notes." However, if you intend to participate in a distribution of the registered notes, you must comply with the registration requirements of the Securities Act and deliver a prospectus in connection with resales, unless an 16 exemption from registration is otherwise available. In addition, you will be subject to additional restrictions if you are an "affiliate" of Saks as defined under Rule 405 of the Securities Act. You will be required to represent to us in the letter of transmittal accompanying this prospectus that you meet these conditions exempting you from the registration requirements. Our belief that you will be allowed to resell the registered notes without registration is based on SEC interpretations expressed in some of its no-action letters to other issuers in exchange offers like ours. However, we have not asked the SEC to consider this particular exchange offer in the context of a no-action letter. Therefore, you cannot be certain that the SEC's interpretations applicable to other exchange offers will apply to this exchange offer. A broker-dealer that purchased outstanding 9 7/8% notes for market-making or other trading activities must acknowledge that it deliver a prospectus in order to resell any registered notes it receives for its own account in this exchange offer. The Letter of Transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit it is an "underwriter" within the meaning of the Securities Act. This prospectus may be used by a broker-dealer to resell any of its registered notes where such registered notes were acquired by the broker-deal as a result of market-making or other trading activities. We have agreed in the registration rights agreement to send this prospectus to any broker-dealer that requests copies in the letter of transmittal for a period of up to one year after the expiration date of this exchange offer. See "Plan of Distribution" for more information regarding broker-dealers. Acceptance of Outstanding 9 7/8% Notes for Exchange; Delivery of Registered Notes On the settlement date, registered notes to be issued in exchange for outstanding 9 7/8% notes in this exchange offer, if consummated, will be delivered in book-entry form. We will be deemed to have accepted validly tendered outstanding 9 7/8% notes that have not been validly withdrawn as provided in this prospectus when, and if, we have given oral or written notice thereof to the exchange agent. Subject to the terms and conditions of this exchange offer, delivery of registered notes will be made by the exchange agent on the settlement date upon receipt of such notice. The exchange agent will act as agent for tendering holders of the outstanding 9 7/8% notes for the purpose of receiving outstanding 9 7/8% notes and transmitting registered notes as of the settlement date with respect to the outstanding 9 7/8% notes. If any tendered outstanding 9 7/8% notes are not accepted for any reason set forth in the terms and conditions of this exchange offer, those unaccepted outstanding 9 7/8% notes will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of this exchange offer. Procedures for Tendering A holder of outstanding 9 7/8% notes who wishes to accept this exchange offer, and whose outstanding 9 7/8% notes are held by a custodial entity such as a bank, broker, dealer, trust company or other nominee, must instruct the custodial entity to tender and consent with respect to that holder's outstanding 9 7/8% notes on the holder's behalf pursuant to the procedures of the custodial entity. To tender in this exchange offer, a holder of outstanding 9 7/8% notes must either: (i) complete, sign and date the letter of transmittal (or a facsimile thereof) in accordance with its instructions, including guaranteeing the signature(s) to the letter of transmittal, if required, and mail or otherwise deliver such letter of transmittal or such facsimile, together with the certificates representing the outstanding 9 7/8% notes specified therein, to the exchange agent at the address set forth in the letter of transmittal for receipt on or prior to the expiration date; or (ii) comply with the ATOP procedures for book-entry transfer described below on or prior to the expiration date. 17 The method of delivery of outstanding 9 7/8% notes, the letter of transmittal, and all other required documents to the exchange agent is at the election and risk of the holder. Instead of delivery by mail, holders should use an overnight or hand delivery service, properly insured. In all cases, sufficient time should be allowed to assure delivery to and receipt by the exchange agent on or before the expiration date. Do not send the letter of transmittal or any outstanding 9 7/8% notes to anyone other than the exchange agent. All registered notes will be delivered only in book-entry form through DTC. Accordingly, if you anticipate tendering other than through DTC we urge you to contact promptly a bank, broker or other intermediary that has the capability to hold securities custodially through DTC to arrange for receipt of any registered notes to be delivered to you pursuant to this exchange offer and to obtain the information necessary to provide the required DTC participant with account information for the letter of transmittal. Book-Entry Delivery Procedures for Tendering Outstanding 9 7/8% Notes Held with DTC If you wish to tender outstanding 9 7/8% notes held on your behalf by a nominee with DTC, you must: (i) inform your nominee of your interest in tendering your outstanding 9 7/8% notes pursuant to this exchange offer; and (ii) instruct your nominee to tender all outstanding 9 7/8% notes you wish to be tendered in this exchange offer into the exchange agent's account at DTC on or prior to the expiration date. Any financial institution that is a participant in DTC, including Euroclear and Clearstream, must tender outstanding 9 7/8% notes by effecting a book-entry transfer of the outstanding 9 7/8% notes to be tendered in this exchange offer into the account of the exchange agent at DTC by electronically transmitting its acceptance of this exchange offer through the ATOP procedures for transfer. DTC will then verify the acceptance, execute a book-entry delivery to the exchange agent's account at DTC, and send an agent's message to the exchange agent. An "agent's message" is a message, transmitted by DTC to and received by the exchange agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgement from an organization that participates in DTC, tendering outstanding 9 7/8% notes that the participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce the agreement against the participant. Proper Execution and Delivery of Letter of Transmittal Signatures on a letter of transmittal or notice of withdrawal described below, as the case may be, must be guaranteed by an eligible institution unless the outstanding 9 7/8% notes tendered pursuant to the letter of transmittal are tendered: (i) by a holder who has not completed the box entitled "Special Delivery Instructions" or "Special Issuance Instructions" on the letter of transmittal; or (ii) for the account of an eligible institution. If signatures on a letter of transmittal, or notice of withdrawal, are required to be guaranteed, that guarantee must be made by an eligible institution. If the letter of transmittal is signed by the holder(s) of outstanding 9 7/8% notes tendered by that letter of transmittal, the signature(s) must correspond with the name(s) as written on the face of the outstanding 9 7/8% notes without alteration, enlargement or any change whatsoever. If any of the outstanding 9 7/8% notes tendered are held by two or more holders, all of those holders must sign the letter of transmittal. If any of the outstanding 9 7/8% notes tendered are registered in different names on different outstanding 9 7/8% notes, it will be necessary to complete, sign and submit as many separate letters of transmittal, and any accompanying documents, as there are different registrations of certificates. 18 If outstanding 9 7/8% notes that are not tendered for exchange pursuant to this exchange offer are to be returned to a person other than the holder, certificates for those outstanding 9 7/8% notes must be endorsed or accompanied by an appropriate instrument of transfer, signed exactly as the name of the registered owner appears on the certificates, with the signatures on the certificates or instruments of transfer guaranteed by an eligible institution. If the letter of transmittal is signed by a person other than the holder of any outstanding 9 7/8% notes listed in the letter of transmittal, those outstanding 9 7/8% notes must be properly endorsed or accompanied by a properly completed bond power, signed by that holder exactly as that holder's name appears on the outstanding 9 7/8% notes. If the letter of transmittal or any outstanding 9 7/8% notes, bond powers or other instruments of transfer are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing, and, unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal. No alternative, conditional, irregular or contingent tenders will be accepted. By executing the letter of transmittal or facsimile of the letter of transmittal, the tendering holders of outstanding 9 7/8% notes waive any right to receive any notice of the acceptance for exchange of their outstanding 9 7/8% notes. Tendering holders should indicate in the applicable box in the letter of transmittal the name and address to which substitute certificates evidencing outstanding 9 7/8% notes for amounts not tendered or not exchanged are to be issued or sent, if different from the name and address of the person signing the letter of transmittal. If no such instructions are given, outstanding 9 7/8% notes not tendered or exchanged will be returned to the tendering holder. All questions as to the validity, form, eligibility, including time of receipt, and acceptance and withdrawal of tendered outstanding 9 7/8% notes will be determined by us in our absolute discretion, which determination will be final and binding. We reserve the absolute right to reject any and all tendered outstanding 9 7/8% notes determined by us not to be in proper form or not to be properly tendered or any tendered outstanding 9 7/8% notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive, in our absolute discretion, any defects, irregularities or conditions of tender as to particular outstanding 9 7/8% notes, whether or not waived in the case of other outstanding 9 7/8% notes. Our interpretation of the terms and conditions of this exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding 9 7/8% notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding 9 7/8% notes, none of us, the exchange agent or any other person will be under any duty to give notification or shall incur any liability for failure to give any notification. Tenders of outstanding 9 7/8% notes will not be deemed to have been made until any defects or irregularities have been cured or waived by us. Any holder whose outstanding 9 7/8% notes have been mutilated, lost, stolen or destroyed will be responsible for obtaining replacement securities or for arranging for indemnification with the trustee of the outstanding 9 7/8% notes. Holders may contact the exchange agent for assistance with such matters. Withdrawal of Tenders You may withdraw tenders of outstanding 9 7/8% notes at any time prior to the expiration date. For a withdrawal of a tender to be effective, a written or facsimile transmission notice of withdrawal must be received by the exchange agent prior to the deadline described above at its address set forth on page 20 of this prospectus. The withdrawal notice must: . specify the name of the person who tendered the outstanding 9 7/8% notes to be withdrawn; 19 . must contain a description of the outstanding 9 7/8% notes to be withdrawn, the certificate numbers shown on the particular certificates evidencing such outstanding 9 7/8% notes and the aggregate principal amount represented by such outstanding 9 7/8% notes; and . must be signed by the holder of those outstanding 9 7/8% notes in the same manner as the original signature on the letter of transmittal, including any required signature guarantees, or be accompanied by evidence satisfactory to us that the person withdrawing the tender has succeeded to the beneficial ownership of the outstanding 9 7/8% notes. In addition, the notice of withdrawal must specify, in the case of outstanding 9 7/8% notes tendered by delivery of certificates for such outstanding 9 7/8% notes, the name of the registered holder, if different from that of the tendering holder or, in the case of outstanding 9 7/8% notes tendered by book-entry transfer, the name and number of the account at DTC to be credited with the withdrawn outstanding 9 7/8% notes. The signature on the notice of withdrawal must be guaranteed by an eligible institution unless the outstanding 9 7/8% notes have been tendered for the account of an eligible institution. Withdrawal of tenders of outstanding 9 7/8% notes may not be rescinded, and any outstanding 9 7/8% notes properly withdrawn will be deemed not validly tendered for purposes of this exchange offer. Properly withdrawn outstanding 9 7/8% notes may, however, be retendered by again following one of the procedures described in "--Procedures for Tendering" prior to the expiration date. Exchange Agent Bank One Trust Company, National Association, has been appointed the exchange agent for this exchange offer. Letters of transmittal and all correspondence in connection with this exchange offer should be sent or delivered by each holder of outstanding 9 7/8% notes, or a beneficial owner's commercial bank, broker, dealer, trust company or other nominee, to the exchange agent as follows: By Mail or Hand Delivery: Bank One Trust Company, N.A. One North State Street, 9/th/ Floor Chicago, IL 60602 Attention: Exchanges Facsimile Transmission: (312) 407-8853 Confirm by Telephone: (800) 524-9472
We will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable, out-of-pocket expenses in connection with this exchange offer. Other Fees and Expenses We will bear the expenses of soliciting tenders of the outstanding 9 7/8% notes. The principal solicitation is being made by mail. Additional solicitations may, however, be made by facsimile transmission, telephone, email or in person by our officers and other employees and those of our affiliates. Tendering holders of outstanding 9 7/8% notes will not be required to pay any fee or commission. If, however, a tendering holder handles the transaction through its broker, dealer, commercial bank, trust company or other institution, the holder may be required to pay brokerage fees or commissions. 20 DESCRIPTION OF THE REGISTERED NOTES In general, the form and terms of the registered notes and the outstanding 9 7/8% notes are identical in all material respects, except that the registered notes are not subject to transfer restrictions or registration rights. We issued the outstanding 9 7/8% notes and will issue the registered notes under an indenture by and among Saks Incorporated, the guarantors and Bank One Trust Company, National Association, as trustee. The terms of the registered notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939. The following description is a summary of the material provisions of the indenture. It does not restate the indenture in its entirety. We urge you to read the indenture because it, and not this description, defines your rights as holders of the registered notes. The definitions of some of the terms used in the following summary are set forth under "--Definitions." In this summary, the word "company" means only Saks Incorporated and not any of the guarantors or other of its subsidiaries. General The registered notes: . are general unsecured obligations of the company; . rank equally with all unsecured and unsubordinated indebtedness of the company; . are senior in right of payment to all subordinated indebtedness of the company; and . are unconditionally guaranteed by the guarantors, jointly and severally. Principal, Maturity and Interest We will issue registered notes with a maximum aggregate principal amount of $141,557,000. The registered notes will mature on October 1, 2011. Interest on the registered notes will accrue at a rate of 9 7/8% per annum, and the interest, including any additional interest, will be payable semi-annually on each April 1 and October 1, commencing on April 1, 2002. We will make each interest payment to the holders of record of the registered notes on the immediately preceding March 15 and September 15. Interest on the registered notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The company will not be required to make any sinking fund payments with respect to the registered notes. Guarantees The guarantors will jointly and severally guarantee the company's obligations under the registered notes and the indenture. The guarantors are those subsidiaries of the company that also guarantee the company's obligations under the credit facility. If a subsidiary of the company that is not already a guarantor becomes a guarantor of the company's credit facility, that subsidiary will become a guarantor under the registered notes and the indenture for the registered notes. Each guarantor will irrevocably and unconditionally guarantee, jointly and severally, the punctual payment of all of the company's obligations under the registered notes. The obligations of each guarantor under its guarantee will be limited as necessary to prevent the guarantee from constituting a fraudulent conveyance under applicable law. 21 Each guarantee will: . be a general, unsecured obligation of the guarantor; . rank equally with all unsecured and unsubordinated indebtedness of the guarantor; and . be senior in right of payment to all subordinated indebtedness of the guarantor. The guarantee of a guarantor will be released: . in connection with any sale or transfer of all of the capital stock of such guarantor to a third party other than an affiliate of the company; . in connection with a sale or transfer of all or substantially all of the assets of that guarantor, pursuant to a transaction that complies with the indenture; or . if the guarantor is released from its guarantee obligations under the credit facility, and the company requests that the guarantee be released. Covenants Restrictions on Liens The company will not, and will not permit any of its subsidiaries to issue, assume or guarantee any indebtedness secured by any Lien upon any Operating Property or Operating Asset of the company or any subsidiary, whether such property or assets are now owned or subsequently acquired. However, this restriction will not apply if we effectively provide that the registered notes, together with, if we so determine, any of our other indebtedness ranking equally with the registered notes, are secured at least ratably with the other secured indebtedness. In any event, the foregoing restrictions will not apply to: (1) a purchase money Lien on property given simultaneously with or within 180 days after the later of: . the acquisition or completion of construction or completion of substantial reconstruction, renovation, remodeling, expansion or improvement (each a "substantial improvement") of that property; or . the date that property was placed in operation after the acquisition or completion of any such construction or substantial improvement; (2) the acquisition of property not previously owned by the company or any subsidiary of the company subject to an existing Lien securing indebtedness, whether or not assumed; In each case above, the Lien may only secure indebtedness incurred for reimbursement of funds previously expended for any construction or substantial improvement. However, in each case any Lien must be limited to the acquired or constructed property or substantial improvement, or the real property on which any construction or substantial improvement occurs. If the acquired or constructed property is a distribution center, a Lien may also include any equipment used directly in the business conducted on that property. In any event, the total amount of the indebtedness secured by such Lien, together with all other indebtedness to persons other than the company or a subsidiary of the company secured by Liens on such property, may not exceed the lesser of the total cost of such property, including any such construction or substantial improvement, and the fair market value thereof immediately following the acquisition, construction or substantial improvement thereof by us; (3) a Lien on real property of the company or any of its subsidiaries which is the sole security for indebtedness. If such a Lien is for a distribution center, it may also include equipment used directly in the business conducted on that property. In any event, for this exception to be permitted, the Lien must be incurred within three years after the latest of the issuance of the registered notes, the acquisition of the real property or equipment or the completion of construction or substantial improvement on the real property. The Lien must also be incurred for the purpose of reimbursing the company or any of its 22 subsidiaries for the cost of acquisition or the cost of improvement of the real property or equipment. Finally, under this exception the amount of the Lien may not exceed the lesser of the aggregate cost of the real property, improvements and equipment and its fair market value; (4) Liens on Operating Property of the company or any of its subsidiaries incurred in the ordinary course of business that secure: . nondelinquent performance of bids or contracts (other than for borrowed money, obtaining of advances or credit or the securing of debt); . contingent obligations on surety and appeal bonds; or . other nondelinquent obligations of a like nature; (5) statutory or common law Liens relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds; (6) pledges or deposits under worker's compensation laws, unemployment insurance laws or similar legislation; (7) statutory and tax Liens for sums not yet due or delinquent or which are being contested or appealed in good faith by appropriate proceedings; (8) mechanics', materialmen's, warehousemen's and carriers' Liens arising in the ordinary course of business; (9) Liens of landlords or of mortgages of landlords on fixtures and Operating Assets located on premises leased in the ordinary course of business; (10) Liens existing on the date of the indenture, or on assets of a subsidiary existing on the date it became a subsidiary; (11) Liens in favor of the company or any of its subsidiaries; (12) Liens securing only the indebtedness issued under the indenture; and (13) Liens to secure indebtedness incurred to extend, renew, refinance or replace indebtedness secured by any Liens referred to in the foregoing clauses (1) to (12); provided, however, that the principal amount of the extending, renewal, refinancing or replacement indebtedness does not exceed the principal amount of indebtedness so extended, renewed, refinanced or replaced, plus transaction costs and fees, and that any such Lien applies only to any part or all of the same property or assets that were subject to the prior permitted Lien (and, in case of real property, improvements thereon). Restrictions on Sale and Leaseback Transactions The indenture also prohibits the company or any of its subsidiaries from entering into any arrangement, without equally and ratably securing the registered notes, with any Person providing for the leasing of any Operating Property or Operating Asset that the company or its subsidiaries have sold or transferred to such Person with the intention of taking back a lease of such property (a "Sale and Leaseback Transaction") unless: (1) in the case of any sale or transfer involving proceeds in excess of $25 million, the company's Board of Directors determines the terms of such sale or transfer to be fair and arms' length; and (2) within 365 days after the receipt of the proceeds from a Sale and Leaseback Transaction, the company or any subsidiary applies an amount equal to the greater of the net proceeds of such sale or transfer or the fair value of such Operating Property or Operating Asset at the time of such sale or transfer to the prepayment or retirement (other than any mandatory prepayment or retirement) of Senior Funded Debt of the company or a subsidiary, or to the acquisition, construction, development or improvement of Operating Assets or Operating Properties. However, the company will not be required to use the funds from the Sale and Leaseback Transaction in this manner if the company or the subsidiary would be 23 entitled, at the effective date of such sale or transfer, to incur indebtedness secured by a Lien on such Operating Property or Operating Assets, in an amount at least equal to the Attributable Debt in respect thereof, without equally and ratably securing the registered notes pursuant to "Restrictions on Liens" described above. These restrictions will not apply to the following: . any Sale and Leaseback Transaction for a term of less than three years including renewals; . any Sale and Leaseback Transaction with respect to Operating Property (and, with respect to distribution centers, equipment used directly in the operation of, or the business conducted on, such Operating Property) if a binding commitment with respect thereto is entered into within three years after the later of the issuance of the registered notes under the indenture or the date such Operating Property was acquired; . any Sale and Leaseback Transaction with respect to Operating Assets if a binding commitment with respect thereto is entered into within 180 days after the later of the date such property was acquired and, if applicable, the date such property was first placed in operation; or . any Sale and Leaseback Transaction between the company and its subsidiaries or between its subsidiaries if the lessor will be the company or a subsidiary. Exempted Debts Without complying with the restrictions in the indenture concerning Liens and Sale and Leaseback Transactions, the company or any of its subsidiaries may issue, assume or guarantee indebtedness secured by Liens, or enter into Sale and Leaseback Transactions if after such transactions the aggregate outstanding amount of all such indebtedness secured by Liens plus Attributable Debt resulting from such Sale and Leaseback Transactions (collectively, the "Exempted Debts") does not exceed 15% of Consolidated Net Tangible Assets at the time such Lien is granted or at the time such Sale and Leaseback Transaction is entered into. No Special Protection in the Event of a Highly Leveraged Transaction The terms of the registered notes will not afford the holders special protection in the event of a highly leveraged transaction. Merger and Consolidation The company may, without the consent of the holders of the registered notes, consolidate with or merge with or into any other corporation, or convey, transfer or lease its properties and assets substantially as an entirety to any Person, provided that: (1) the successor corporation is the company or a domestic corporation; (2) if the successor corporation is not the company, the successor corporation assumes the company's obligations under the indenture and the registered notes; (3) immediately after such transaction, no event of default has occurred and is continuing; and (4) the company, its subsidiaries and their Operating Property or any Operating Assets do not become subject to a Lien that would not be permitted under "Restrictions on Liens" or "Exempted Debts" described above, unless the registered notes would rank equally with the indebtedness so secured. Events of Default The following will be Events of Default under the Indenture: (1) default for 30 days in payment of interest on the registered notes; (2) default in payment of the principal of or premium, if any, on the registered notes at maturity; (3) default in the performance of or breach of any other covenant or warranty of the company in the indenture, that continues for 60 days after the trustee has given us written notice as provided in the indenture; 24 (4) acceleration of any indebtedness, having an aggregate minimum principal amount of $50 million, for money borrowed by the company or any of its subsidiaries under the terms of the instrument under which such indebtedness is issued or secured, if such acceleration is not discharged within 10 days after written notice as provided in the indenture; (5) any guarantee ceases to be in full force and effect or is declared null and void, or any guarantor denies that it has any further liability under any guarantee or given notice to such effect that continues for thirty (30) days after the Trustee has given us notice as provided in the Indenture; and (6) events in bankruptcy, insolvency or reorganization. If an event of default (other than as specified in clause (6) above with respect to the company), occurs and is continuing, either the trustee, or the holders of at least 25% in aggregate principal amount of the outstanding registered notes, may declare the principal of, premium, if any, and accrued interest on all of the outstanding registered notes due and payable immediately by a written notice to the company (and to the trustee if given by holders of the registered notes), upon which declaration, all such amounts payable will become and be immediately due and payable. If an Event of Default specified in clause (6) above with respect to the company occurs and is continuing, then the principal of, premium, if any, and accrued interest on all of the outstanding registered notes will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder of registered notes. After a declaration of acceleration, but before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in aggregate principal amount of the outstanding registered notes, by written notice to the company and the trustee, may rescind such declaration if the company has paid or deposited with the trustee a sum sufficient to pay: (a) all sums paid or advanced by the trustee under the indenture and the reasonable compensation, expenses, disbursements and advances of the trustee, its agents and counsel; (b) all overdue interest on the registered notes; (c) the principal of and premium, if any, on the registered notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the registered notes; and (d) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the registered notes. In addition to the sums that we must deposit under (a)-(d) above, all events of default must have been cured or waived. The waiver or cure of the event of default need not apply to the non-payment of principal, premium, if any, and interest on the registered notes that has become due solely by such declaration of acceleration. The holders of not less than a majority in aggregate principal amount of the outstanding registered notes may on behalf of the holders of all registered notes waive any past defaults under the indenture, except a default: . in the payment of the principal of, or premium, if any, on the registered notes; . in the payment of interest on the registered notes; or . in respect of a covenant or provision that under the indenture cannot be modified or amended without the consent of the holder of each note outstanding. 25 No holder of the registered notes has any right to institute any proceeding with respect to the indenture or any remedy thereunder, unless: . the holders of at least 25% in aggregate principal amount of the outstanding registered notes have made written request, and offered reasonable indemnity, to the trustee to institute such proceeding; . the trustee has failed to institute such proceeding within 60 days after receipt of such notice; and . the trustee, within such 60-day period, has not received directions inconsistent with such written request by holders of a majority in aggregate principal amount of the outstanding registered notes. These limitations do not apply to a suit instituted by a holder of a registered note for the enforcement of the payment of the principal of, premium, if any, or interest on such registered note on or after the respective due dates expressed in such registered note. We are required to furnish to the trustee annual and quarterly statements as to our performance and the performance of the guarantors of our respective obligations under the indenture and as to any default in such performance. We are also required to notify the trustee within five business days of any event which is, or after notice or lapse of time or both would become, an event of default. Defeasance or Covenant Defeasance of Indenture Defeasance and Discharge The terms of the registered notes provide that under specified conditions we will be discharged from any and all obligations in respect of the registered notes (except for obligations to register the transfer or exchange of registered notes, to replace stolen, lost or mutilated registered notes, to maintain paying agencies and to hold moneys for payment in trust) upon the deposit with the trustee, in trust for the benefit of the holders of registered notes, of money and/or U.S. government obligations that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient to pay principal (and premium, if any) and interest on, the registered notes on the stated maturity of the payments in accordance with the terms of the registered notes. This discharge may only occur if, among other things, we have delivered to the trustee an opinion of counsel to the effect that we have received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or there has been a change in tax law, in either case, to the effect that holders of registered notes will not recognize gain or loss for federal income tax purposes as a result of the deposit, defeasance and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if the deposit, defeasance and discharge were not to occur. Defeasance of Certain Covenants The terms of the registered notes provide us with the option of not complying with the restrictive covenants described above. In those circumstances, the occurrence of the events of default described above in clauses (3) and (4) under "Events of Default" will be deemed not to be or result in an event of default with respect to the registered notes. To exercise this option, we will be required to deposit with the trustee money and/or U.S. government obligations that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient to pay principal (and premium, if any) and interest on, the registered notes on the stated maturity of the payments in accordance with the terms of the registered notes. We will also be required to deliver to the trustee an opinion of counsel to the effect that the deposit and related covenant defeasance will not cause the holders of the registered notes to recognize income, gain or loss for federal income tax purposes and that such holders will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and defeasance were not to occur. 26 Satisfaction and Discharge The indenture will be discharged and will cease to be of further effect, except as to surviving rights or registration of transfer or exchange of the registered notes, when either of the following occur: (1) all the registered notes theretofore authenticated and delivered have been delivered to the trustee for cancellation; or (2)(a) all registered notes not theretofore delivered to the trustee for cancellation have become due and payable and we have irrevocably deposited or caused to be deposited with the trustee funds sufficient to pay and discharge the registered notes not previously delivered to the trustee for cancellation; (b) we have paid all other sums payable under the indenture; and (c) we have delivered to the trustee instructions to apply all deposited funds to pay all sums due on the registered notes, and an officer's certificate and an opinion of counsel each stating that we have complied with all conditions under the indenture relating to its satisfaction and discharge. Amendments and Waivers From time to time, we and the trustee may, without the consent of the holders, amend the indenture or the registered notes to, among other things: (1) cure ambiguities, defects or inconsistencies; (2) qualify, or maintain the qualification of, the indenture under the Trust Indenture Act; or (3) make any change that does not materially adversely affect the legal rights of any holder. For the trustee to agree to such a change, we must deliver an opinion of counsel stating that such change does not materially adversely affect the legal rights of any holder. We, the guarantors and the trustee may make other amendments and modifications to the indenture or the registered notes with the consent of the holders of a majority of the principal amount of the outstanding registered notes. However, without the consent of the holder of each outstanding registered note, no amendment may: (1) reduce the principal of or change the stated maturity of any registered note; (2) reduce the rate of or change the time for payment of interest on the registered notes; (3) change the place or currency of payment of principal of (or premium) or interest on the registered notes; (4) modify any provisions of the indenture relating to the waiver of past defaults or the right of the holders of registered notes to institute suit for the enforcement of any payment on or with respect to the registered notes; (5) reduce the percentage as stated above of the holders of registered notes who must consent to an amendment or waiver of compliance with the indenture or the registered notes; (6) waive a default in the payment of principal of or interest on the registered notes (except a rescission of acceleration of the registered notes by the holders as provided in the indenture and a waiver of the payment default that resulted from such acceleration); (7) modify the ranking or priority of the registered notes or the guarantees in any manner adverse to the holders of the registered notes; or (8) release any guarantor from any of its obligations under its guarantee or the indenture otherwise than in accordance with the indenture. 27 The holders of a majority in aggregate principal amount of the registered notes, on behalf of all holders of the registered notes, may waive our compliance with specified restrictive provisions of the indenture. Subject to the rights of the trustee provided in the indenture, the holders of a majority in aggregate principal amount of the registered notes, on behalf of all holders of the registered notes, may waive any past default under the indenture (including any such waiver obtained in connection with a tender offer or exchange offer for the registered notes), except a default in respect of a provision that under the indenture cannot be modified or amended without the consent of the holder of each registered note. Governing Law The indenture, the registered notes and the guarantees are governed by the laws of the State of New York, without regard to the principles of conflicts of law. Definitions "Accounts Receivable subsidiary" means Saks Credit Corporation, Saks Transitional Credit Corporation, National Bank of the Great Lakes and any other present or future subsidiary (including any credit card bank) of the company that is, directly or indirectly, wholly owned by the company (except in the case of any credit card bank, for directors' qualifying shares) and organized for the purpose of, and is only engaged in, (i) originating, purchasing, acquiring, financing, servicing or collecting accounts receivable obligations of customers of the company or its subsidiaries, (ii) issuing or servicing credit cards, engaging in other credit card operations or financing accounts receivable obligations of customers of the company and its subsidiaries, (iii) the sale or financing of such accounts receivable and interests therein, and (iv) other activities incident thereto. "Attributable Debt" in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value (discounted at the imputed rate of interest of such transaction determined in accordance with GAAP) of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended or may, at the option of the lessor, be extended). The term "net rental payments" under any lease for any period shall mean the sum of the rental and other payments required to be paid in such period by the lessee thereunder, not including any amounts required to be paid by such lessee (whether or not designated as rental or additional rental) on account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, insurance, taxes, assessments, water rates or similar charges. "Consolidated Net Tangible Assets" means the total amount of assets (less accumulated depreciation and valuation reserves and other reserves and items deductible from gross book value of specific asset accounts under GAAP) that under GAAP are included on a balance sheet of the company and its subsidiaries after deducting therefrom all goodwill, trade names, trademarks, patents, favorable lease rights, unamortized debt discount and expense and other like intangibles (other than leasehold costs and investments in so-called safe harbor leases), which in each such case would be so included on such balance sheet, net of accumulated amortization. "Credit Facility" means the Second Amended and Restated Credit Agreement dated as of August 26, 1999 by and among the company, Bank of America, N.A., as Agent, and other financial institutions, as in effect on the Issue Date, and as such agreement may be amended, renewed, extended, substituted, refinanced, replaced, supplemented or otherwise modified from time to time, and includes related registered notes, guarantees and other agreements executed in connection therewith. "Default" means any event that is, or after notice or passage of time or both would be, an Event of Default. "Event of Default" has the meaning set forth under "--Events of Default" above. 28 "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder. "Foreign subsidiary" means a subsidiary of the company not organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof. "Funded Debt" means Indebtedness that matures more than one year from the date of the computation thereof, or that is extendable or renewable at the sole option of the obligor so that it may become payable more than one year from such date; provided, however, that Funded Debt shall not include (i) obligations created pursuant to leases, or (ii) any Indebtedness for the payment or redemption of which money in the necessary amount shall have been deposited in trust either at or before the maturity date thereof. "GAAP" means generally accepted accounting principles in effect in the United States which are applicable as of the Issue Date and that are consistently applied for all applicable periods. "Guarantee" means, as applied to any obligation, (i) a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner, of any part or all of such obligation and (ii) an agreement, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of all or any part of such obligation. A guarantee shall include, without limitation, any agreement to maintain or preserve any other Person's financial condition or to cause any other Person to achieve certain levels of operating results. "Guarantor" means (i) each of the company's Subsidiaries that are guarantors or obligors in respect of the Credit Facility on the Issue Date and (ii) each other subsidiary of the company that is required to execute a supplemental indenture and become a Guarantor subsequent to the Issue Date pursuant to the indenture. "Indebtedness" of any Person means indebtedness for borrowed money and indebtedness under purchase money Liens or conditional sales or similar title retention agreements, in each case where such indebtedness has been created, incurred, or assumed by such Person to the extent such indebtedness would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP, guarantees by such Person of such indebtedness, and indebtedness for borrowed money secured by any Lien, pledge or other lien or encumbrance upon property owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness. "Issue Date" means the original issue date of the registered notes under the indenture. "Lien" means any security interest, pledge, lien or other encumbrance. "Operating Assets" means all merchandise, inventories, furniture and equipment (including all transportation and warehousing equipment, store racks and showcases but excluding office equipment and data processing equipment) owned by the company or a subsidiary. "Operating Property" means all real property and improvements thereon owned by the company or any of its subsidiaries and constituting, without limitation, any store, warehouse, service center or distribution center wherever located; provided, however, that such term shall not include any store, warehouse, service center or distribution center which the company's Board of Directors declares by resolution not to be of material importance to the business of the company and its subsidiaries. Operating Property is treated as having been "acquired" on the day the Operating Property is placed in operation by the company or any of its subsidiaries after the latest of (a) its acquisition from a third party, including any of the company's subsidiaries, (b) completion of its original construction or (c) completion of its substantial reconstruction, renovation, remodeling, expansion or improvement (whether or not constituting an Operating Property prior to such reconstruction, renovation, remodeling, expansion or improvement). 29 "Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Securities Act" mean the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder. "Senior Funded Debt" means all Funded Debt of the company or any Person (except Funded Debt, the payment of which is subordinated to the payment of the registered notes). "Subsidiary" means any corporation or other business entity of which at least a majority of the outstanding stock or membership or other interest, as the case may be, having voting power under ordinary circumstances to elect a majority of the board of directors, managers or other governing body of said corporation or business entity or otherwise direct the business and affairs of such corporation or business entity is at the time owned or controlled by the company, or by the company and one or more of its subsidiaries, or by any one or more of the company's subsidiaries; provided, that, unless otherwise expressly stated, subsidiary shall not include any Accounts Receivable subsidiary or any Foreign subsidiary. Book-Entry, Delivery and Form Registered notes will be issued in registered, global form in minimum denominations of $1,000 and integral multiples of $1,000 in excess of $1,000. Registered notes will be issued at the closing of this exchange offer only pursuant to valid tenders of outstanding 9 7/8% notes. The registered notes initially will be represented by one or more notes in registered, global form without interest coupons (collectively, the "Global Notes"). The Global Notes will be deposited upon issuance with the trustee as custodian for DTC in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below. Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See "--Exchange of Global Notes for Certificated Notes" below. Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time. Depository Procedures The following description of the operations of DTC is provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge you to contact the DTC or its participants directly to discuss these matters. DTC has advised us that it is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through Participants or the Indirect Participants. The ownership of interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and the Indirect Participants. 30 DTC has also advised us that, pursuant to procedures established by it: (1) upon deposit of the Global Notes, DTC will credit the accounts of the Participants designated by holders of outstanding 9 7/8 notes who exchange their outstanding 9 7/8 notes in this exchange offer with portions of the principal amount of the Global Notes; and (2) ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes). Investors in the Global Notes who are Participants in DTC's system may hold their interests therein directly through DTC. Investors in the Global Notes that are not Participants may hold their interests indirectly though organizations (including Euroclear and Clearstream) which are Participants in DTC. All interests in a Global Note may be subject to the procedures and requirements of DTC. The laws of some states require that certain persons take physical delivery in definitive form of securities they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a person having beneficial interests in a Global Note to pledge such interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests. Except as described below, owners of interests in the Global Notes will not have registered notes registered in their name, will not receive physical delivery of registered notes in certificated form and will not be considered the registered owners or "holders" thereof under the indenture for any purpose. Payments in respect of the principal of, and interest (including additional interest) and premium, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, we and the trustee will treat the persons in whose names the registered notes, including the Global Notes, are registered as the owners of the registered notes for the purpose of receiving payments and all other purposes. Consequently, neither we, the trustee nor any agent of us or the trustee has or will have any responsibility or liability for: (1) any aspect of DTC's records or any Participant's or Indirect Participant's records relating to payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or (2) any other matter relating to the actions or practices of DTC or any of its Participants or Indirect Participants. DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the registered notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of registered notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee or us. Neither we nor the trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the registered notes, and we and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes. Transfers between Participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds. 31 DTC has advised us that it will take any action permitted to be taken by a holder of registered notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the registered notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the registered notes, DTC reserves the right to exchange the Global Notes for legended registered notes in certificated form, and to distribute such registered notes to its Participants. Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among Participants in DTC, it is under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither we nor the trustee nor any of our respective agents will have any responsibility for the performance by DTC or its Participants or Indirect Participants of their respective obligations under the rules and procedures governing their operations. Exchange of Global Notes for Certificated Notes A Global Note is exchangeable for definitive registered notes in registered certificated form ("Certificated Notes") if: (1) DTC (a) notifies us that it is unwilling or unable to continue as depositary for the Global Notes, and we fail to appoint a successor depositary, or (b) has ceased to be a clearing agency registered under the Exchange Act; (2) at our option, we notify the trustee in writing that we elect to cause the issuance of the Certificated Notes; or (3) there has occurred and is continuing an Event of Default with respect to the registered notes and the Registrar has received a written request from DTC to issue new notes in registered certificated form. In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures). Same Day Settlement and Payment We will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, interest and liquidated damages, if any) by wire transfer of immediately available funds to the accounts specified by the Global Note holder. We will make all payments of principal, interest and premium and liquidated damages, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no account is specified, by mailing a check to that holder's registered address. The registered notes represented by the Global Notes are expected to trade in DTC's Same Day Funds Settlement System, and any permitted secondary market trading activity in the registered notes will, therefore, be required by DTC to be settled in immediately available funds. We expect that secondary trading in any Certificated Notes will also be settled in immediately available funds. Registered Exchange Offer; Registration Rights In connection with our issuance of the outstanding 9 7/8% notes, we entered into a registration rights agreement pursuant to which we agreed, for the benefit of the holders of the outstanding 9 7/8% notes, at our cost to use our best efforts to: (1) by January 3, 2002, file a registration statement of which this prospectus is a part relating to a registered offer to exchange the outstanding 9 7/8% notes for registered notes having terms identical in all material respects to the outstanding 9 7/8% notes (except that the registered notes would not contain transfer restrictions); 32 (2) cause the registration statement to be declared effective by April 3, 2002; and (3) complete the exchange offer by May 3, 2002. Promptly after the registration statement was declared effective, we commenced this offer to exchange the registered notes for the outstanding 9 7/8% notes. We agreed to keep the exchange offer open for not less than 20 business days and not more than 30 business days (or longer if required by applicable law) after the date on which this prospectus was mailed to the holders of the outstanding 9 7/8% notes. Interest on each registered note will accrue from the last interest payment date on which interest was paid on the outstanding 9 7/8% notes surrendered in exchange therefore or, if no interest has been paid on such outstanding 9 7/8% note, from the date of its original issue. The registered notes will vote together with the outstanding 9 7/8% notes on all matters on which holders of outstanding 9 7/8% notes or registered notes are entitled to vote. Under existing interpretations of the staff of the SEC, after the registered notes are issued, they will generally be freely tradable without further compliance with the registration and prospectus delivery requirements of the Securities Act. However, any participant in this exchange offer who is our affiliate or who intends to participate in this exchange offer for the purpose of distributing the registered notes: (1) will not be able to rely on the interpretations of the SEC staff; (2) will not be entitled to participate in the exchange offer; and (3) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the outstanding 9 7/8% notes unless such sale or transfer is made pursuant to an exemption from such requirements. Each holder of outstanding 9 7/8% notes who wishes to exchange outstanding 9 7/8% notes for registered notes pursuant to this exchange offer will be required to represent that: (4) it is not our affiliate; (5) the registered notes to be received by it will be acquired in the ordinary course of its business; and (6) at the time of the exchange offer, it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the registered notes. In addition, in connection with any resales of registered notes, any broker-dealer that acquired outstanding 9 7/8% notes for its own account as a result of market-making or other trading activities, who we refer to as exchanging broker-dealers, must deliver a prospectus meeting the requirements of the Securities Act. Based on positions the SEC has taken in similar exchange offers, we believe that exchanging broker-dealers may fulfill their prospectus delivery requirements with respect to the registered notes by delivering this prospectus. Under the registration rights agreement, we are required to allow exchanging broker-dealers and other persons, if any, subject to similar prospectus delivery requirements, to use this prospectus in connection with the resale of registered notes. If: (1) changes in law or the applicable interpretations of the SEC staff do not permit us to complete this exchange offer; (2) for any other reason, this exchange offer is not completed by April 3, 2002; or (3) any holder of outstanding 9 7/8% notes notifies us that it is not eligible to participate in this exchange offer, we will, at our cost: (a) as promptly as practicable, but not later than 30 days after so required or requested pursuant to the registration rights agreement, file with the SEC a shelf registration statement covering resales of the outstanding 9 7/8% notes; provided that, to the extent that we have already filed with the SEC a shelf registration statement covering resales of the outstanding 9 7/8% notes, we may instead use that registration statement; 33 (b) use our best efforts to cause the shelf registration statement to be declared effective under the Securities Act as promptly as practicable; and (c) use our best efforts to keep the shelf registration statement effective until the earlier of two years after its effective date or such time as all outstanding 9 7/8% notes eligible to be sold thereunder have been sold. We will provide to each relevant holder copies of the prospectus which is a part of the shelf registration statement, notify each such holder when the shelf registration statement has been filed and when it has become effective and take certain other actions as are required to permit unrestricted resales of the relevant notes. A holder that sells outstanding 9 7/8% notes pursuant to the shelf registration statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such holder (including certain indemnification obligations). In addition, a holder of outstanding 9 7/8% notes will be required to deliver information to be used in connection with the shelf registration statement in order to have such holder's outstanding 9 7/8% notes included in the shelf registration statement and to benefit from the provisions set forth in the following paragraph. If: (1) by April 3, 2002, the registration statement of which this prospectus is a part has not been declared effective; (2) by May 3, 2002, neither the exchange offer has been completed nor the shelf registration statement has been declared effective; or (3) after either the registration statement of which this prospectus is a part or the shelf registration statement has been declared effective, such registration statement ceases to be effective or usable (subject to certain exceptions) in connection with resales of registered notes or outstanding 9 7/8% notes, as applicable, in accordance with and during the periods specified in the registration rights agreement (each such event referred to in clauses (1) through (3), a "Registration Default"), then additional interest will accrue on the principal amount of the outstanding 9 7/8% notes and the registered notes (in addition to the stated interest on the outstanding 9 7/8% notes and the registered notes) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Additional interest will accrue at a rate of 0.25% per year during the 90-day period immediately following the occurrence of any such Registration Default and shall increase by 0.25% per year at the end of each subsequent 90-day period until all such Registration Defaults have been cured, but in no event will such rate exceed 0.50%. The above description of the registration rights agreement is a summary only, does not purport to be complete and is qualified in its entirety by reference to all provisions of the registration rights agreement, which we have filed as an exhibit to the registration statement of which this prospectus is a part. 34 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS United States Tax Consequences The following is a general discussion of certain United States federal income tax consequences associated with the exchange offer and the ownership and disposition of the registered notes offered herein. Except where noted, it deals only with those holders who hold the outstanding 9 7/8% notes and registered notes as capital assets and does not deal with special situations, such as those of brokers, dealers in securities or currencies, financial institutions, tax-exempt entities, insurance companies, persons liable for alternative minimum tax, U.S. persons whose "functional currency" is not the U.S. dollar, persons holding outstanding 9 7/8% notes or registered notes, as the case may be, as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, and traders in securities that elect to use a mark-to-market method of accounting for their securities holdings. The following summary does not address specific state or local or non United States tax consequences or United States federal tax consequences (e.g., estate or gift tax) other than those pertaining to the income tax. Furthermore, this discussion is based on provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations promulgated thereunder, and administrative and judicial interpretations of the foregoing, all as in effect as of the date hereof and all of which are subject to change, possibly with retroactive effect. This discussion does not address tax consequences of the purchase, ownership, or disposition of the registered notes to holders of registered notes other than those holders who acquired their registered notes pursuant to the exchange offer. If a partnership holds the outstanding 9 7/8% notes or registered notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Partners of partnerships that hold outstanding 9 7/8% notes or will receive registered notes pursuant to the exchange offer should consult their own tax advisors. As used herein, the term "U.S. Holder" means a holder of outstanding 9 7/8% notes or registered notes, as the case may be, that is, for United States federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation or partnership created or organized in or under the law of the United States or of any political subdivision thereof, (iii) any estate the income of which is includible in gross income for United States tax purposes, regardless of its source, or (iv) a trust if (a) a United States court is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (b) the trust was in existence on August 20, 1996, was treated as a United States person prior to that date, and elected to continue to be treated as a United States person. For purposes of this discussion, the term "non-U.S. Holder" means a holder of outstanding 9 7/8% notes or registered notes that, for United States federal income tax purposes, is (i) a nonresident alien, (ii) a corporation, partnership, estate or trust that is not a U.S. Holder or (iii) any other person that is not subject to United States federal income taxation in respect of the notes. Each U.S. Holder and non-U.S. Holder should consult its tax advisor regarding the particular tax consequences to such holder of the exchange offer, the ownership and disposition of the registered notes, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local, or other taxing jurisdiction. U.S. Holders Exchange Offer Under general principles of tax law, the "significant modification" of a debt instrument creates a deemed exchange (upon which gain or loss may be recognized) if the modified debt instrument differs materially either in kind or in extent from the original debt instrument. Under applicable Treasury Regulations, the modification of a debt instrument is a significant modification that will create a deemed exchange if, based on all the facts and circumstances and taking into account certain modifications of the debt instrument collectively, the legal rights or obligations that are altered and the degree to which they are altered are "economically significant." In addition, a significant modification that will create a deemed exchange occurs if one of the bright line tests set forth in Treasury Regulations Section 1.1001-3(e) is met. 35 The exchange of outstanding 9 7/8% notes for registered notes pursuant to the exchange offer should not constitute an exchange for federal income tax purposes as the registered notes do not differ materially in kind or extent from the outstanding 9 7/8% notes and consequently, a significant modification of a debt instrument pursuant to Treasury Regulations Section 1.1001-3 has not occurred. Accordingly, a U.S. Holder who exchanges outstanding 9 7/8% notes for the registered notes pursuant to the exchange offer will not recognize taxable gain or loss upon the receipt of the registered notes in exchange for the outstanding 9 7/8% notes in the exchange offer and will continue to include original issue discount ("OID") in gross income as it accrues in the registered note, in advance of the receipt of cash attributable to that income, if the outstanding 9 7/8% note was issued with OID. In addition, the holding period for a registered note received in the exchange offer will include the holding period of the outstanding 9 7/8% note surrendered in exchange therefor and the adjusted tax basis of a registered note immediately after the exchange will be the same as the adjusted tax basis of the outstanding 9 7/8% note surrendered in exchange therefor. Each U.S. Holder should consult its tax advisor regarding the particular tax consequences to such U.S. Holder in the exchange transaction. Consequences to Non-Tendering U.S. Holders A Non-Tendering U.S. Holder will not realize any gain or loss for failing to tender an outstanding 9 7/8% note for a registered note. Payment of Interest Stated interest payable on the registered notes generally will be included in the gross income of a U.S. Holder as ordinary interest income at the time accrued or received, in accordance with such U.S. Holder's method of accounting for United States federal income tax purposes. Sale, Exchange and Retirement of Registered notes Upon the sale, exchange (subsequent to this exchange offer), retirement at maturity, or other taxable disposition of the registered notes, a U.S. Holder generally will recognize capital gain or loss equal to the difference between the amount realized by such holder (less an amount equal to any accrued and unpaid interest not previously included in income, which will be treated as ordinary interest income) and such holder's adjusted tax basis in the registered notes. A U.S. Holder's adjusted tax basis in a registered note will be the same as the adjusted tax basis of the outstanding 9 7/8% note surrendered in exchange therefor, subject to subsequent adjustments. The deductibility of capital losses is subject to limitations. Backup Withholding and Information Reporting In general, information reporting requirements will apply to accrual of OID and certain payments of principal and interest paid on the registered notes and to the proceeds of the sale of registered notes made by U.S. Holders other than certain exempt recipients (such as corporations). A backup withholding tax will apply to such payments if the U.S. Holder fails to provide a taxpayer identification number on a Form W-9, furnishes an incorrect taxpayer identification number, fails to certify foreign or other exempt status from backup withholding or receives notification from the Internal Revenue Service that the holder is subject to backup withholding as a result of a failure to report all interest or dividends. Backup withholding is not an additional tax. Any amounts withheld from a payment to a U.S. Holder under the backup withholding rules will be allowed as a credit against the holder's United States federal income tax liability and may entitle the holder to a refund, provided that the required information is furnished to the Internal Revenue Service. Non-U.S. Holders Subject to the discussion of backup withholding and information reporting below, the interest income and gains that a non-U.S. Holder derives in respect of the registered notes generally will be exempt from U.S. federal income taxes, including withholding tax. 36 Payments of interest or principal in respect of the registered notes by us or our paying agent to a holder that is a non-U.S. Holder will not be subject to withholding of United States federal income tax, provided that, in the case of payments of interest (including OID): (a) the income is effectively connected with the conduct by such non-U.S. Holder of a trade or business carried on in the United States and the non-U.S. Holder complies with applicable identification requirements (described below under "Backup Withholding and Information Reporting"); or (b) the non-U.S. Holder and/or each securities clearing organization, bank, or other financial institution that holds the registered notes on behalf of such non-U.S. Holder in the ordinary course of its trade or business, in the chain between the non-U.S. Holder and the paying agent, complies with applicable identification requirements (described below under "Backup Withholding and Information Reporting") to establish that the holder is a non-U.S. Holder and in addition, that the following requirements of the "portfolio interest" exception under the Code are satisfied: . the non-U.S. Holder does not actually or constructively own 10% or more of our voting stock; . the non-U.S. Holder is not a controlled foreign corporation with respect to us; . the non-U.S. Holder is not a bank whose receipt of interest on the registered notes is described in Section 881(c)(3)(A) of the Code; and . such interest is not contingent interest described in Section 871(h)(4) of the Code. Any gain that a non-U.S. Holder realizes on a sale or exchange of the registered notes generally will be exempt from U.S. federal income tax, including withholding tax, unless: (a) such gain is effectively connected with the conduct of a trade or business in the United States (or if a tax treaty applies, such gain is attributable to a permanent establishment of the non-U.S. Holder); (b) in the case of a non-U.S. Holder that is an individual, such non-U.S. Holder is present in the United States for 183 days or more during the taxable year in which such sale, exchange, or other disposition occurs; or (c) in the case of gain representing accrued interest, the requirements of the portfolio interest exception are not satisfied. In the case of a non-U.S. Holder which is subject to United States federal income taxation on a net basis in respect of the registered notes, such holder will generally be taxed under the same rules that govern the taxation of a U.S. Holder. In addition, if such holder is a foreign corporation, it may be subject to an additional branch profits tax. Backup Withholding and Information Reporting Payment of the proceeds of a sale of a registered note or payment of interest (including OID) will be subject to information reporting requirements and backup withholding tax unless the beneficial owner certifies its non-U.S. status under penalties of perjury or otherwise establishes an exemption (absent actual knowledge by the paying agent that the holder is actually a U.S. Holder). Recently promulgated Treasury Regulations provide certain presumptions under which a non-U.S. Holder will be subject to backup withholding and information reporting unless such holder certifies as to its non-U.S. status or otherwise establishes an exemption. In addition, the recent Treasury Regulations change certain procedural requirements related to establishing a holder's non-U.S. status. Non-U.S. Holders should consult with their own tax advisors regarding the above issues. Any amounts withheld from a payment to a non-U.S. Holder under the backup withholding rules will be allowed as a credit against the holder's United States federal income tax liability and may entitle the holder to a refund, provided that the required information is furnished to the Internal Revenue Service. 37 Applicable identification requirements generally will be satisfied if there is delivered to a securities clearing organization either directly, or indirectly, by the appropriate filing of a Form W-8IMY: (a) IRS Form W-8BEN signed under penalties of perjury by the non-U.S. Holder, stating that such holder of the registered notes is not a U.S. person and providing such non-U.S. Holder's name and address; (b) with respect to non-U.S. Holders of the registered notes residing in a country that has a tax treaty with the United States who seek an exemption or reduced tax rate (depending on the treaty terms), Form W-8BEN. If the treaty provides only for a reduced rate, withholding tax will be imposed at that rate unless the non-U.S. Holder qualifies under the portfolio interest rules set forth in the Code and files a W-8BEN; or (c) with respect to interest income effectively connected with the conduct by such non-U.S. Holder of a trade or business carried on in the United States, Form W-8ECI; provided that in any such case: . the applicable form is delivered pursuant to applicable procedures and is properly transmitted to the U.S. withholding agent, otherwise required to withhold tax; and . none of the entities receiving the form has actual knowledge or reason to know that the holder is a U.S. Holder. Certain U.S. Federal Income Tax Documentation Requirements A non-U.S. beneficial owner of the registered notes holding them through a paying agent will be subject to U.S. withholding tax that generally applies to payments of interest (including OID) on registered debt issued by U.S. Persons as well as interest (including original issue discount) which is due as a result of the exchange transaction, unless (i) each clearing system, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business in the chain of intermediaries between such beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements and (ii) such beneficial owner takes one of the following steps to obtain an exemption or reduced tax rate: Exemption for non-U.S. Persons (Form W-8BEN). Beneficial owners of the registered notes that are non-U.S. Persons can obtain a complete exemption from the withholding tax by qualifying under the portfolio interest rules set forth in the Code and by filing a Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Withholding), or otherwise satisfying certain documentary evidence requirements for establishing that it is a non-U.S. person. If the information shown on Form W-8BEN changes, the withholding agent or payer must be notified within 30 days of the change in circumstances and a new Form W-8BEN must be filed. Exemption for non-U.S. Persons with effectively connected income (Form W-8ECI). A non-U.S. Person, including a non-U.S. corporation or bank with a U.S. branch, for which the interest income is effectively connected with its conduct of a trade or business in the United States, can obtain an exemption from the withholding tax by filing Form W-8ECI (Certificate of Foreign Person's Claim for Exemption from Withholding on Income Effectively Connected with the Conduct of a Trade or Business in the United States). Exemption or reduced rate of non-U.S. Persons resident in treaty countries (Form W-8BEN). Alternatively, non-U.S. Persons that are registered notes owners residing in a country that has a tax treaty with the United States can obtain an exemption or reduced tax rate (depending on the treaty terms) by filing Form W-8BEN, or otherwise satisfying certain documentary evidence requirements. If the treaty provides only for a reduced rate, withholding tax will be imposed at that rate unless the filer qualifies under the portfolio interest rules set forth in the Code and files Form W-8BEN, or otherwise satisfies certain documentary evidence requirements. Exemption for U.S. Persons (Form W-9). U.S. Persons can obtain a complete exemption from the withholding tax by filing Form W-9 (Payer's Request for Taxpayer Identification Number and Certification). 38 U.S. Federal Income Tax Reporting Procedure. The holders of registered notes file by submitting the appropriate form to the person through whom it holds (the clearing agency, in the case of persons holding directly on the books of the clearing agency). Forms W-8BEN and W-8ECI are effective for three calendar years unless a change in circumstances makes any information in the form incorrect. The term "U.S. Person" means (i) a citizen or resident of the United States, (ii) a corporation or partnership created or organized in or under the law of the United States or of any political subdivision thereof, (iii) any estate the income of which is includible in gross income for United States tax purposes, regardless of its source, or (iv) a trust if (a) a United States court is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or (b) the trust was in existence on August 20, 1996, was treated as a United States person prior to that date, and elected to continue to be treated as a United States person. This summary does not deal with all aspects of U.S. Federal income tax withholding that may be relevant to non-U.S. Holders of the registered notes. Investors are advised to consult their own tax advisors for specific tax advice concerning their holding and disposing of the registered notes. 39 PLAN OF DISTRIBUTION We are not using any underwriters for this exchange offer and we are bearing the expenses of the exchange. Each broker-dealer that receives registered notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such registered notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of registered notes received in exchange for outstanding 9 7/8% notes where such outstanding 9 7/8% notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of one year after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until forty days after the effectiveness of this registration statement all dealers effecting transactions in the registered notes may be required to deliver a prospectus. We will not receive any proceeds from any sale of registered notes by broker-dealers. Registered notes received by broker-dealers for their own account pursuant to this exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the registered notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer and/or the purchasers of any registered notes. Any broker-dealer that resells registered notes that were received by it for its own account pursuant to this exchange offer and any broker or dealer that participates in a distribution of registered notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit of any resale of registered notes and any commissions or concessions received by any of these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. For a period of one year after the expiration date, we shall promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents in the letter of transmittal. We have agreed to pay all expenses incident to this exchange offer (including the expenses of one counsel for the holders of the outstanding 9 7/8% notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the outstanding 9 7/8% notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. LEGAL MATTERS The validity of the registered notes offered hereby will be passed upon for Saks by Charles J. Hansen, Senior Vice President and Deputy General Counsel of Saks Incorporated. A copy of this legal opinion was filed as an exhibit to the registration statement containing this prospectus. EXPERTS The consolidated financial statements incorporated in the Registration Statement by reference to the annual report on Form 10-K for the three years ended February 3, 2001, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. 40 $141,557,000 Saks Incorporated Offer to Exchange $141,557,000 9 7/8% Notes Due 2011 registered under the Securities Act of 1933 for $141,557,000 aggregate principal amount of its outstanding unregistered 9 7/8% Notes due 2011 ----------------- PROSPECTUS ----------------- , 2001 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS Item 20. Indemnification of Directors and Officers Article VIII, Section 5, of the Registrant's Amended and Restated By-Laws provides that, notwithstanding anything contrary found in the Amended and Restated Charter of Incorporation, the Registrant is permitted, but is not required, to indemnify and hold harmless any employee or agent of the Registrant who is made, or threatened to be made, a party to any threatened, pending or completed action, suit of proceeding, whether civil, criminal, administrative or investigative. The Registrant's Amended and Restated Charter of Incorporation requires, under Article XII, that the Registrant indemnifies and holds harmless its officers, directors, employees and agents from and against any claim, liability, loss or expense (including attorney's fees) to the fullest extent such indemnification is permitted under the applicable provisions of the Tennessee General Corporation Act, absent any limitation or modification that the By-Laws or any Resolutions of the Registrant may set forth. The indemnification right is not to be exclusive of any other rights which such director, officer or employee may be entitled. Item 21. Exhibits and Financial Statement Schedules (a) The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description of Exhibit - ----------- ---------------------- 3.1 Amended and Restated Charter of Saks Incorporated (incorporated by reference from the Exhibits to the Annual Report on Form 10-K of Saks Incorporated for the fiscal year ended January 29, 2000) 3.2 Amended and Restated Bylaws of the Saks Incorporated (incorporated by reference from the Exhibits to the Annual Report on Form 10-K of Saks Incorporated for the fiscal year ended January 30, 1999) 4.1 Indenture, dated as of October 4, 2001, among Saks Incorporated, the Subsidiary Guarantors named therein, and Bank One Trust Company, N.A., as Trustee (relating to Saks Incorporated's outstanding $141,557,000 of 9 7/8% Notes due 2011 and Saks Incorporated's new 9 7/8% Notes due 2011 issued hereunder) (incorporated by reference from Exhibit 4.1 to the Current Report on Form 8-K of Saks Incorporated, dated as of October 11, 2001) 4.2 Registration Rights Agreement dated as of October 4, 2001, among Saks Incorporated, certain Subsidiaries of the Registrant named therein, Salomon Smith Barney, Inc., Banc of America Securities LLC, Banc One Capital Markets, Inc., BNY Capital Markets, Inc., First Union Securities, Inc. and Fleet Securities, Inc. (incorporated by reference from Exhibit 4.4 to the Current Report on Form 8-K of Saks Incorporated, dated as of October 11, 2001) 4.3 Form of 9 7/8% Note Due 2011 (included in Exhibit 4.1) 5.1 Opinion of Charles J. Hansen 12 Statement of the Computation of the Ratio of Earnings to Fixed Charges 21.1 Subsidiaries of Saks Incorporated (incorporated by reference from Exhibit 21.1 to the Annual Report on Form 10-K of Saks Incorporated for the fiscal year ended February 3, 2001) 23.1 Consent of Charles J. Hansen (included in Exhibit 5.1) 23.2 Consent of PricewaterhouseCoopers LLP, Independent Certified Public Accountants 24.1 Power of Attorney for the Directors and Officers of Saks Incorporated (included on page II-3 hereof) 24.2 Powers of Attorney for the Directors and Officers of the Subsidiary Guarantors
II-1
Exhibit No. Description of Exhibit - ----------- ---------------------- 25.1 Statement of Eligibility of Trustee on Form T-1 99 Form of Letter of Transmittal and related documents to be used in conjunction with the Exchange Offer
Item 22. Undertakings A. Subsequent Documents Incorporated By Reference The undersigned Registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. B. Indemnification of Officers, Directors and Controlling Persons Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person of the registrant in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. C. Information Requests The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 3, 2001. SAKS INCORPORATED /S/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Assistant Secretary KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of Saks Incorporated hereby severally constitute Douglas E. Coltharp, Charles J. Hansen and Scott A. Honnold, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement filed herewith and any and all amendments to said Registration Statement, including any registration statement filed pursuant to Rule 462(b), and generally to do all such things in our names and in our capacities as officers and directors to enable Saks Incorporated to comply with the provisions of the Securities Act of 1933, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signature as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on November 28, 2001:
Name Title ---- ----- /S/ R. BRAD MARTIN Chairman of the Board and Chief Executive Officer - ------------------------- (Principal Executive Officer) R. Brad Martin /S/ RONALD DE WAAL Vice Chairman of the Board - ------------------------- Ronald de Waal /S/ DOUGLAS E. COLTHARP Executive Vice President and Chief Financial Officer - ------------------------- (Principal Financial Officer) Douglas E. Coltharp /S/ DONALD E. WRIGHT Executive Vice President of Finance and Chief Accounting - ------------------------- Officer (Principal Accounting Officer) Donald E. Wright /S/ BERNARD E. BERNSTEIN Director - ------------------------- Bernard E. Bernstein - ------------------------- Director Stanton J. Bluestone /S/ JOHN W. BURDEN, III Director - ------------------------- John W. Burden, III - ------------------------- President and Chief Administrative Officer and Director James A. Coggin
II-3
Name Title ---- ----- - -------------------------- Director Julius W. Erving - -------------------------- Director Michael S. Gross /S/ DONALD E. HESS Director - -------------------------- Donald E. Hess /S/ G. DAVID HURD Director - -------------------------- G. David Hurd /S/ GEORGE L. JONES President and Chief Executive Officer of Saks Department - -------------------------- Store Group and Director George L. Jones - -------------------------- Director Philip B. Miller /S/ C. WARREN NEEL Director - -------------------------- C. Warren Neel /S/ STEPHEN I. SADOVE Director - -------------------------- Stephen I. Sadove - -------------------------- Director Marguerite W. Sallee /S/ CHRISTOPHER J. STADLER Director - -------------------------- Christopher J. Stadler - -------------------------- Director Gerald Tsai, Jr.
II-4 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. CARSON PIRIE HOLDINGS, INC. /S/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001: Name Title ---- ----- * President and Director ------------------------------------------ (Principal Executive Officer) Brian J. Martin * Executive Vice President ------------------------------------------ (Principal Financial Officer) Douglas E. Coltharp * Senior Vice President ------------------------------------------ (Principal Accounting Officer) Donald E. Wright * Director ------------------------------------------ James A. Coggin /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact II-5 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. HERBERGER'S DEPARTMENT STORES, LLC /s/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001:
Name Title ---- ----- * - ------------------------------------------ President and Member of the Board of Governors Brian J. Martin (Principal Executive Officer) * - ------------------------------------------ Executive Vice President Douglas E. Coltharp (Principal Financial Officer) * - ------------------------------------------ Senior Vice President Donald E. Wright (Principal Accounting Officer) * - ------------------------------------------ Member of the Board of Governors James A. Coggin /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact
II-6 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. JACKSON LEASING, LLC /s/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001:
Name Title ---- ----- * - ------------------------------------------ President and Member of the Board of Managers Brian J. Martin (Principal Executive Officer) * - ------------------------------------------ Executive Vice President Douglas E. Coltharp (Principal Financial Officer) * - ------------------------------------------ Senior Vice President Donald E. Wright (Principal Accounting Officer) * - ------------------------------------------ Member of the Board of Managers James A. Coggin /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact
II-7 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. MCRAE'S OF ALABAMA, INC. /s/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001: Name Title ---- ----- * - ------------------------------------------ President and Director Brian J. Martin (Principal Executive Officer) * - ------------------------------------------ Executive Vice President Douglas E. Coltharp (Principal Financial Officer) * - ------------------------------------------ Senior Vice President Donald E. Wright (Principal Accounting Officer) * - ------------------------------------------ Director James A. Coggin /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact II-8 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. MCRAE'S STORES PARTNERSHIP By its General Partners: McRae's, Inc. By: /s/ CHARLES J. HANSEN ----------------------------------- Charles J. Hansen Senior Vice President Parisian, Inc. By: /s/ CHARLES J. HANSEN ----------------------------------- Charles J. Hansen Senior Vice President II-9 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. MCRAE'S STORES SERVICES, INC. /s/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001: Name Title ---- ----- * - ------------------------------------------ President and Director Brian J. Martin (Principal Executive Officer) * - ------------------------------------------ Executive Vice President Douglas E. Coltharp (Principal Financial Officer) * - ------------------------------------------ Senior Vice President Donald E. Wright (Principal Accounting Officer) * - ------------------------------------------ Director James A. Coggin /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact II-10 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. MCRAE'S INC. /s/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001: Name Title ---- ----- * - ------------------------------------------ President and Director Brian J. Martin (Principal Executive Officer) * - ------------------------------------------ Executive Vice President Douglas E. Coltharp (Principal Financial Officer) * - ------------------------------------------ Senior Vice President Donald E. Wright (Principal Accounting Officer) * - ------------------------------------------ Director James A. Coggin /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact II-11 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. MCRIL, LLC /s/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001:
Name Title ---- ----- * - ------------------------------------------ President and Member of the Board of Managers Brian J. Martin (Principal Executive Officer) * - ------------------------------------------ Executive Vice President Douglas E. Coltharp (Principal Financial Officer) * - ------------------------------------------ Senior Vice President Donald E. Wright (Principal Accounting Officer) * - ------------------------------------------ Director James A. Coggin /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact
II-12 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. NEW YORK CITY SAKS, LLC /s/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001:
Name Title ---- ----- * - ------------------------------------------ President and Member of the Board of Managers Brian J. Martin (Principal Executive Officer) * - ------------------------------------------ Executive Vice President Douglas E. Coltharp (Principal Financial Officer) * - ------------------------------------------ Senior Vice President Donald E. Wright (Principal Accounting Officer) * - ------------------------------------------ Member of the Board of Managers James A. Coggin /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact
II-13 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. PARISIAN, INC. /S/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001: Name Title ---- ----- * ------------------------------------------ President and Director Brian J. Martin (Principal Executive Officer) * ------------------------------------------ Executive Vice President Douglas E. Coltharp (Principal Financial Officer) * ------------------------------------------ Senior Vice President Donald E. Wright (Principal Accounting Officer) * ------------------------------------------ Director James A. Coggin /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact II-14 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. PMIN GENERAL PARTNERSHIP By its Managing Partner: Parisian, Inc. /S/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President II-15 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. SAKS & COMPANY /S/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001: Name Title ---- ----- * ------------------------------------------ President and Director Brian J. Martin (Principal Executive Officer) * ------------------------------------------ Executive Vice President Douglas E. Coltharp (Principal Financial Officer) * ------------------------------------------ Senior Vice President Donald E. Wright (Principal Accounting Officer) * ------------------------------------------ Director James A. Coggin /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact II-16 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. SAKS DIRECT, INC. /S/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001: Name Title ---- ----- * ------------------------------------------ President and Director Brian J. Martin (Principal Executive Officer) * ------------------------------------------ Executive Vice President Douglas E. Coltharp (Principal Financial Officer) * ------------------------------------------ Senior Vice President Donald E. Wright (Principal Accounting Officer) * ------------------------------------------ Director James A. Coggin /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact II-17 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. SAKS DISTRIBUTION CENTERS, INC. /S/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001: Name Title ---- ----- * ------------------------------------------ President and Director Brian J. Martin (Principal Executive Officer) * ------------------------------------------ Executive Vice President Douglas E. Coltharp (Principal Financial Officer) * ------------------------------------------ Senior Vice President Donald E. Wright (Principal Accounting Officer) * ------------------------------------------ Director James A. Coggin /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact II-18 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. SAKS FIFTH AVENUE DISTRIBUTION COMPANY /S/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001: Name Title ---- ----- * ------------------------------------------ President and Director Brian J. Martin (Principal Executive Officer) * ------------------------------------------ Executive Vice President Douglas E. Coltharp (Principal Financial Officer) * ------------------------------------------ Senior Vice President Donald E. Wright (Principal Accounting Officer) * ------------------------------------------ Director James A. Coggin /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact II-19 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December , 2001. SAKS FIFTH AVENUE OF TEXAS, INC. /S/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001: Name Title ---- ----- * ------------------------------------------ President and Director Brian J. Martin (Principal Executive Officer) * ------------------------------------------ Executive Vice President Douglas E. Coltharp (Principal Financial Officer) * ------------------------------------------ Senior Vice President Donald E. Wright (Principal Accounting Officer) * ------------------------------------------ Director James A. Coggin /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact II-20 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. SAKS FIFTH AVENUE TEXAS, L.P. /S/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001: Name Title ---- ----- * ------------------------------------------ President and Director Brian J. Martin (Principal Executive Officer) * ------------------------------------------ Executive Vice President Douglas E. Coltharp (Principal Financial Officer) * ------------------------------------------ Senior Vice President Donald E. Wright (Principal Accounting Officer) /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact II-21 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. SAKS FIFTH AVENUE, INC. /S/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001: Name Title ---- ----- * ------------------------------------------ President and Director Brian J. Martin (Principal Executive Officer) * ------------------------------------------ Executive Vice President Douglas E. Coltharp (Principal Financial Officer) * ------------------------------------------ Senior Vice President Donald E. Wright (Principal Accounting Officer) * ------------------------------------------ Director James A. Coggin /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact II-22 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. saksfifthavenue.com, inc. /S/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001: Name Title ---- ----- * ------------------------------------------ President and Director Brian J. Martin (Principal Executive Officer) * ------------------------------------------ Executive Vice President Douglas E. Coltharp (Principal Financial Officer) * ------------------------------------------ Senior Vice President Donald E. Wright (Principal Accounting Officer) * ------------------------------------------ Director James A. Coggin /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact II-23 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. SAKS HOLDINGS, INC. /S/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001: Name Title ---- ----- * ------------------------------------------ President and Director Brian J. Martin (Principal Executive Officer) * ------------------------------------------ Executive Vice President Douglas E. Coltharp (Principal Financial Officer) * ------------------------------------------ Senior Vice President Donald E. Wright (Principal Accounting Officer) * ------------------------------------------ Director James A. Coggin /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact II-24 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. SAKS SHIPPING COMPANY, INC. /S/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001: Name Title ---- ----- * ------------------------------------------ President and Director Brian J. Martin (Principal Executive Officer) * ------------------------------------------ Executive Vice President Douglas E. Coltharp (Principal Financial Officer) * ------------------------------------------ Senior Vice President Donald E. Wright (Principal Accounting Officer) * ------------------------------------------ Director James A. Coggin /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact II-25 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. SAKS WHOLESALERS, INC. /S/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001: Name Title ---- ----- * ------------------------------------------ President and Director Brian J. Martin (Principal Executive Officer) * ------------------------------------------ Executive Vice President Douglas E. Coltharp (Principal Financial Officer) * ------------------------------------------ Senior Vice President Donald E. Wright (Principal Accounting Officer) * ------------------------------------------ Director James A. Coggin /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact II-26 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. SCCA STORE HOLDINGS, INC. /S/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001:
Name Title ---- ----- * - ------------------------------------------ President and Director Douglas E. Coltharp (Principal Financial Officer) * - ------------------------------------------ Senior Vice President (Principal Accounting Officer and Principal Accounting Donald E. Wright Officer) * - ------------------------------------------ Director James A. Coggin /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact
II-27 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. SCCA, LLC /S/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001:
Name Title ---- ----- * - ------------------------------------------ President and Member of the Board of Managers Brian J. Martin (Principal Executive Officer) * - ------------------------------------------ Executive Vice President Douglas E. Coltharp (Principal Financial Officer) * - ------------------------------------------ Senior Vice President Donald E. Wright (Principal Accounting Officer) * - ------------------------------------------ Member of the Board of Managers Charles J. Hansen /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact
II-28 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. SCIL, LLC /S/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001:
Name Title ---- ----- * - ------------------------------------------ President and Member of the Board of Managers Brian J. Martin (Principal Executive Officer) * - ------------------------------------------ Executive Vice President Douglas E. Coltharp (Principal Financial Officer) * - ------------------------------------------ Senior Vice President Donald E. Wright (Principal Accounting Officer) * - ------------------------------------------ Member of the Board of Managers Charles J. Hansen /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact
II-29 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. SFAILA, LLC /S/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001:
Name Title ---- ----- * - ------------------------------------------ President and Member of the Board of Managers Brian J. Martin (Principal Executive Officer) * - ------------------------------------------ Executive Vice President Douglas E. Coltharp (Principal Financial Officer) * - ------------------------------------------ Senior Vice President Donald E. Wright (Principal Accounting Officer) * - ------------------------------------------ Member of the Board of Managers James A. Coggin /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact
II-30 Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on December 13, 2001. TEX SFA, INC. /S/ CHARLES J. HANSEN ----------------------------------- By: Charles J. Hansen Senior Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 13, 2001: Name Title ---- ----- * ------------------------------------------ President and Director Brian J. Martin (Principal Executive Officer) * ------------------------------------------ Executive Vice President Douglas E. Coltharp (Principal Financial Officer) * ------------------------------------------ Senior Vice President Donald E. Wright (Principal Accounting Officer) * ------------------------------------------ Director James A. Coggin /S/ CHARLES J. HANSEN *By: ------------------------------------- Charles J. Hansen Attorney-in-Fact II-31 EX-5.1 3 dex51.txt OPINION OF CHARLES J. HANSEN Exhibit 5.1 Saks Incorporated 750 Lakeshore Parkway Birmingham, Alabama 35211 December 13, 2001 Saks Incorporated and its Subsidiary Guarantors 750 Lakeshore Parkway Birmingham, Alabama 35211 Registration Statement on Form S-4 of Saks Incorporated and Affiliated Registrants (the "Registration Statement") Ladies and Gentlemen: I refer to the Registration Statement, to be filed with the Securities and Exchange Commission on or about December 13, 2001, relating to the proposed issuance of $141,557,000 of 9 7/8% Notes due 2011 (the "Notes") of Saks Incorporated (the "Company"). The Notes are unconditionally guaranteed (the "Note Guarantees") by the subsidiary corporations, partnerships, and limited liability companies (the "Guarantors" and together with the Company the "Saks Entities") listed on the cover page of the Registration Statement. The Notes and the Note Guarantees (together the "Securities") are proposed to be issued under an Indenture dated as of October 4, 2001 (the "Indenture") among the Saks Entities and Bank One Trust Company, National Association, as Trustee (the "Trustee"). I examined the articles or certificate of incorporation, bylaws, partnership agreement, operating agreement, or other applicable organization documents of each of the Saks Entities, the Registration Statement, the forms of Note, Note Guarantee, and Indenture, and all matters of fact and law as I determined were necessary for purposes of this opinion letter. I am familiar with the corporate proceedings relating to the Registration Statement and the proposed issuance of the Securities. Based on the foregoing, it is my opinion that: 1. Assuming due authorization, execution, and delivery of the Indenture by the Trustee and due qualification of the Indenture under the Trust Indenture Act of 1939, as amended, the Indenture will be a valid and binding agreement of the Company enforceable against the Company in accordance with its terms except to the extent that (a) enforceability may be limited by applicable bankruptcy, insolvency, liquidation, reorganization, moratorium, and other laws relating to or affecting the rights Saks Incorporated And its Subsidiary Guarantors December 13, 2001 Page 2 and remedies of creditors generally, and (b) the remedy of specific performance and other forms of equitable relief may be subject to defenses and to the discretion of the court before which a proceeding may be brought. 2. Upon due execution of the Notes by the Company and due authentication of the Notes by the Trustee in accordance with the Indenture, the Notes will be validly issued and will constitute legally binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms except to the extent that (a) enforceability may be limited by applicable bankruptcy, insolvency, liquidation, reorganization, moratorium, and other laws relating to or affecting the rights and remedies of creditors generally, and (b) the remedy of specific performance and other forms of equitable relief may be subject to defenses and to the discretion of the court before which proceedings may be brought (regardless of whether enforceability is considered in a proceeding in equity or at law). I consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of my name under the caption "Legal Matters" in the Registration Statement. Very truly yours, /s/ Charles J. Hansen --------------------- Charles J. Hansen Senior Vice President and Deputy General Counsel EX-12 4 dex12.txt STATEMENT RE: COMPUTATION OF THE RATIO OF EARNINGS Exhibit 12 Saks Incorporated and Subsidiaries Ratio of Earnings to Fixed Charges
39 Weeks 53 Weeks 52 Weeks 52 Weeks 52 Weeks 52 Weeks Ended Ended Ended Ended Ended Ended November 3, February 3, January 29, January 30, January 31, February 1, Ratio of Earnings to Fixed Charges 2001 2001 2000 1999 1998 1997 - ---------------------------------- ----------- ----------- ----------- ----------- ----------- ----------- EARNINGS: Pre-tax income from continuing operations and before extraordinary items (112,981) 115,599 317,380 66,166 221,811 144,576 Fixed charges 152,638 228,106 216,410 175,869 172,321 157,227 Preferred stock dividends - - - - - (1,305) Capitalized interest (3,824) (12,507) (14,832) (4,243) (6,297) (2,803) ---------- ---------- ---------- ---------- ---------- ---------- Total Earnings 35,833 331,198 518,958 237,792 387,835 297,695 ========== ========== ========== ========== ========== ========== FIXED CHARGES: Interest expense 99,354 149,995 138,968 110,971 113,685 114,881 Capitalized interest 3,824 12,507 14,832 4,243 6,297 2,803 Portion of rental expense 49,460 65,604 62,610 60,655 52,339 38,238 Preferred stock dividends - - - - - 1,305 ---------- ---------- ---------- ---------- ---------- ---------- Total Fixed Charges 152,638 228,106 216,410 175,869 172,321 157,227 ========== ========== ========== ========== ========== ========== Ratio of Earnings to Fixed Charges N/A* 1.5 2.4 1.4 2.3 1.9 ========== ========== ========== ========== ========== ==========
N/A* Earnings are deficient $116,805 to cover fixed charges. EX-23.2 5 dex232.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.2 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Saks Incorporated of our report dated March 13, 2001 relating to the financial statements, which appears in the Saks Incorporated 2000 Annual Report to Shareholders, which is incorporated by reference in its Annual Report on Form 10-K for the year ended February 3, 2001. We also consent to the incorporation by reference of our report dated March 13, 2001 relating to the financial statement schedules, which appears in such Annual Report on Form 10-K. We also consent to the references to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Birmingham, Alabama December 12, 2001 EX-24.2 6 dex242.txt POWERS OF ATTORNEY Exhibit 24.2 Power of Attorney As of November 27, 2001 The undersigned (each a "Grantor") each as indicated below (1) constitutes and appoints Charles J. Hansen, Scott A. Honnold, and James S. Scully each as the Grantor's true and lawful attorney-in-fact and agent with full power of substitution for the Grantor in the Grantor's name, place, and stead, in any and all capacities, to sign, for and on behalf of each corporation listed below, the Registration Statement with respect to guaranties of 9 7/8% Notes due 2011 issued by Saks Incorporated and any and all amendments thereto (including pre-effective and post-effective amendments), including any Registration Statement filed pursuant to Rule 462 under the Securities Act of 1933 with the Securities and Exchange Commission, (2) grants to the attorneys-in-fact and agents full power and authority to do and perform each and every act and thing required and necessary to be done as fully as the Grantor might have done in person, and (3) ratifies and confirms all that the attorneys-in-fact and agents or permitted substitutes may lawfully have done or caused to be done. The Grantor also authenticates, acknowledges, and adopts each typed, printed, duplicated, and facsimile signature of the Grantor appearing in any capacity in any and all Registration Statements referred to in the preceding sentence. Carson Pirie Holdings, Inc. Saks Fifth Avenue Distribution Herberger's Department Stores, LLC Company Jackson Leasing, LLC Saks Fifth Avenue, Inc. McRae's, Inc. Saks Fifth Avenue Texas, L.P. McRae's of Alabama, Inc. saksfifthavenue.com, inc. McRae's Stores Services, Inc. SCCA, LLC McRIL, LLC SCIL, LLC New York City Saks, LLC SFAILA, LLC Parisian, Inc. Saks Fifth Avenue of Texas, Inc. Saks & Company Saks Holdings, Inc. Saks Direct, Inc. Tex SFA, Inc. Saks Distribution Centers, Inc. SCCA Store Holdings, Inc. Saks Wholesalers, Inc. Saks Shipping Company, Inc. /s/ James A. Coggin /s/ Brian J. Martin -------------------------------------- -------------------------------- James A. Coggin (all except Brian J. Martin (all except SCCA, LLC) SCCA Store Holdings, Inc.) /s/ Douglas E. Coltharp /s/ Donald E. Wright -------------------------------------- -------------------------------- Douglas E. Coltharp (as an officer of Donald E. Wright all and a director of SCCA Store Holdings, Inc.) EX-25.1 7 dex251.txt STATEMENT OF ELIGIBILITY OF TRUSTEE ON FORM T-1 EXHIBIT 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 -------- STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)____ BANK ONE TRUST COMPANY, NA (Exact name of trustee as specified in its charter) A National Banking Association 31-0838515 (I.R.S. employer identification number) 100 East Broad Street, Columbus, Ohio 43271-0181 (Address of principal executive offices) (Zip Code) Bank One Trust Company, NA 100 East Broad Street Columbus, Ohio 43271-0181 Attn: Christopher C. Holly, Legal Counsel (312) 732-1643 (Name, address and telephone number of agent for service) SAKS INCORPORATED (Exact name of obligor as specified in its charter) Tennessee 63-0331040 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 750 Lakeshore Parkway Birmingham, Alabama 35211 (Address of principal executive offices) (Zip Code) Offer to Exchange 9 7/8% Notes due 2011 (Title of Indenture Securities) Item 1. General Information. Furnish the following ------------------- information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of Currency, Washington, D.C.; Federal Deposit Insurance Corporation, Washington, D.C.; The Board of Governors of the Federal Reserve System, Washington D.C. (b) Whether it is authorized to exercise corporate trust powers. The trustee is authorized to exercise corporate trust powers. Item 2. Affiliations With the Obligor. If the obligor is an affiliate of the ----------------------------- trustee, describe each such affiliation. No such affiliation exists with the trustee. Item 16. List of exhibits. List below all exhibits filed as a part of this ---------------- Statement of Eligibility. 1. A copy of the articles of association of the trustee now in effect. 2. A copy of the certificates of authority of the trustee to commence business. 3. A copy of the authorization of the trustee to exercise corporate trust powers. 4. A copy of the existing by-laws of the trustee. 5. Not Applicable. 6. The consent of the trustee required by Section 321(b) of the Act. 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. 8. Not Applicable. 9. Not Applicable. 2 Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Bank One Trust Company, NA, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago and State of Illinois, on the 13th day of December, 2001. Bank One Trust Company, NA, Trustee By /s/ Christopher Holly Assistant Vice President 3 EXHIBIT 1 A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE NOW IN EFFECT AMENDED AND RESTATED ARTICLES OF ASSOCIATION of BANK ONE TRUST COMPANY, NA FIRST. The title of this Association shall be BANK ONE TRUST COMPANY, NA. SECOND. The main office of the Association shall be in the City of Columbus, County of Franklin, State of Ohio. The business of the Association will be limited to the fiduciary powers and the support of activities incidental to the exercise of those powers. The Association will not expand or alter its business beyond that stated in this article without the prior approval of the Comptroller of the Currency. THIRD. The Board of Directors of this Association shall consist of not less than five nor more than twenty-five persons, the exact number to be fixed and determined from time to time by resolution of a majority of the full Board of Directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the Association, or of a holding company owning the Association, with an aggregate par, fair market or equity value of not less than $1,000, as of either (i) the date of purchase, (ii) the date the person became a director, or (iii) the date of that person's most recent election to the Board of Directors, whichever is more recent. Any combination of common or preferred stock of the Association or holding company may be used. Any vacancy in the Board of Directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The Board of Directors may not increase the number of directors between meetings of shareholders to a number which: (1) exceeds by more than two the number of directors last elected by shareholders where the number was 15 or less; or (2) exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director's term, the director shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of directors and his or her position is eliminated. 4 Honorary or advisory members of the Board of Directors, without voting power or power of final decision in matters concerning the business of the Association, may be appointed by resolution of a majority of the full Board of Directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determine the number of directors of the Association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares. FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the Board of Directors may designate, on the day of each year specified therefor in the Bylaws or, if that day falls on a legal holiday in the state in which the Association is located, on the next following banking day. If no election is held on the day fixed or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the Board of Directors or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases at least 10 days advance notice of the meeting shall be given to the shareholders by first class mail. In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares such shareholder owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by such shareholder. If the issuance of preferred stock with voting rights has been authorized by a vote of shareholders owning a majority of the common stock of the association, preferred shareholders will have cumulative voting rights and will be included within the same class as common shareholders, for purposes of elections of directors. A director may resign at any time by delivering written notice to the Board of Directors, its chairperson, or to the Association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date. A director may be removed by shareholders at a meeting called to remove him or her, when notice of the meeting stating that the purpose or one of the purposes is to remove him or her is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause, provided, however, that a director may not be removed if the number of votes sufficient to elect him or her under cumulative voting is voted against his or her removal. FIFTH. The authorized amount of capital stock of this Association shall be eighty thousand shares of common stock of the par value of ten dollars ($10.00) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States. No holder of shares of the capital stock of any class of the Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Association, whether now or hereafter authorized, or to any obligations convertible into stock of the Association, issued or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors, in its discretion, may from time to time 5 determine and at such price as the Board of Directors may from time to time fix. Unless otherwise specified in the Articles of Association or required by law, (1) all matters requiring shareholder action, including amendments to the Articles of Association, must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share. Unless otherwise specified in the Articles of Association or required by law, all shares of voting stock shall be voted together as a class on any matters requiring shareholder approval. If a proposed amendment would affect two or more classes or series in the same or a substantially similar way, all the classes or series so affected must vote together as a single voting group on the proposed amendment. Shares of the same class or series may be issued as a dividend on a pro rata basis and without consideration. Shares of another class or series may be issued as share dividends in respect of a class or series of stock if approved by a majority of the votes entitled to be cast by the class or series to be issued unless there are no outstanding shares of the class or series to be issued. Unless otherwise provided by the Board of Directors, the record date for determining shareholders entitled to a share dividend shall be the date the Board of Directors authorizes the share dividend. Unless otherwise provided in the Bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting. If a shareholder is entitled to fractional shares pursuant to preemptive rights, a stock dividend, consolidation or merger, reverse stock split or otherwise, the Association may: (a) issue fractional shares or; (b) in lieu of the issuance of fractional shares, issue script or warrants entitling the holder to receive a full share upon surrendering enough script or warrants to equal a full share; (c) if there is an established and active market in the Association's stock, make reasonable arrangements to provide the shareholder with an opportunity to realize a fair price through sale of the fraction, or purchase of the additional fraction required for a full share; (d) remit the cash equivalent of the fraction to the shareholder; or (e) sell full shares representing all the fractions at public auction or to the highest bidder after having solicited and received sealed bids from at least three licensed stock brokers, and distribute the proceeds pro rata to shareholders who otherwise would be entitled to the fractional shares. The holder of a fractional share is entitled to exercise the rights for shareholder, including the right to vote, to receive dividends, and to participate in the assets of the Association upon liquidation, in proportion to the fractional interest. The holder of script or warrants is not entitled to any of these rights unless the script or warrants explicitly provide for such rights. The script or warrants may be subject to such additional conditions as: (1) that the script or warrants will become void if not exchanged for full shares before a specified date; and (2) that the shares for which the script or warrants are exchangeable may be sold at the option of the Association and the proceeds paid to scriptholders. 6 The Association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. Obligations classified as debt, whether or not subordinated, which may be issued by the Association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series. SIXTH. The Board of Directors shall appoint one of its members president of this Association, and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors' and shareholders' meetings and be responsible for authenticating the records of the Association, and such other officers and employees as may be required to transact the business of this Association. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the Board of Directors in accordance with the Bylaws. The Board of Directors shall have the power to: (1) Define the duties of the officers, employees, and agents of the Association. (2) Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the Association. (3) Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law. (4) Dismiss officers and employees. (5) Require bonds from officers and employees and to fix the penalty thereof. (6) Ratify written policies authorized by the Association's management or committees of the board. (7) Regulate the manner in which any increase or decrease of the capital of the Association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the association in accordance with law, and nothing shall raise or lower from two-thirds the percentage for shareholder approval to increase or reduce the capital. (8) Manage and administer the business and affairs of the Association. (9) Adopt initial Bylaws, not inconsistent with law or the Articles of Association, for managing the business and regulating the affairs of the Association. (10) Amend or repeal Bylaws, except to the extent that the Articles of Association reserve this power in whole or in part to shareholders. (11) Make contracts. (12) Generally perform all acts that are legal for a Board of Directors to perform. 7 SEVENTH. The Board of Directors shall have the power to change the location of the main office of this Association to any other place within the limits of the City of Columbus, State of Ohio, without the approval of the shareholders; and shall have the power to change the location of the main office of this Association to any other place outside the limits of the City of Columbus, State of Ohio, but not more than thirty miles beyond such limits, with the affirmative vote of shareholders owning two-thirds of the stock of the Association, subject to receipt of a certificate of approval from the Comptroller of the Currency. The Board of Directors shall have the power to establish or change the location of any branch or branches of the Association to any other location permitted under applicable law without the approval of the shareholders, subject to approval by the Office of the Comptroller of the Currency. The Board of Directors shall have the power to establish or change the location of any nonbranch office or facility of the Association without the approval of the shareholders. EIGHTH. The corporate existence of this Association shall continue until termination according to the laws of the United States. NINTH. The Board of Directors of this Association, or any shareholders owning, in the aggregate, not less than 20 percent of the stock of this Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the Bylaws or the laws of the United States, or waived by shareholders, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least 10, and no more than 60, days prior to the date of the meeting to each shareholder of record at his/her address as shown upon the books of this Association. Unless otherwise provided by the Bylaws, any action requiring approval of shareholders must be effected at a duly called annual or special meeting. TENTH. The Association shall provide indemnification as set forth below: Every person who is or was a Director, officer or employee of the Association or of any other corporation which he served as a Director, officer or employee at the request of the Association as part of his regularly assigned duties may be indemnified by the Association in accordance with the provisions of this Article against all liability (including, without limitation, judgments, fines, penalties, and settlements) and all reasonable expenses (including, without limitation, attorneys' fees and investigative expenses) that may be incurred or paid by him in connection with any claim, action, suit or proceeding, whether civil, criminal or administrative (all referred to hereafter in this Article as "Claims") or in connection with any appeal relating thereto in which he may become involved as a party or otherwise or with which he may be threatened by reason of his being or having been a Director, officer or employee of the Association or such other corporation, or by reason of any action taken or omitted by him in his capacity as such Director, officer or employee, whether or not he continues to be such at the time such liability or expenses are incurred; provided that nothing contained in this Article shall be construed to permit indemnification of any such person who is adjudged guilty of, or liable for, willful misconduct, gross neglect of duty or criminal acts, unless, at the time such indemnification is sought, such indemnification in such instance is permissible under applicable law and regulations, including published rulings of the Comptroller of the Currency or other appropriate 8 supervisory or regulatory authority; and provided further that there shall be no indemnification of Directors, officers, or employees against expenses, penalties, or other payments incurred in an administrative proceeding or action instituted by an appropriate regulatory agency which proceeding or action results in a final order assessing civil money penalties or requiring affirmative action by an individual or individuals in the form of payments to the Association. Every person who may be indemnified under the provisions of this Article and who has been wholly successful on the merits with respect to any Claim shall be entitled to indemnification as of right. Except as provided in the preceding sentence, any indemnification under this Article shall be at the sole discretion of the Board of Directors and shall be made only if the Board of Directors or the Executive Committee acting by a quorum consisting of Directors who are not parties to such Claim shall find or if independent legal counsel (who may be the regular counsel of the Association) selected by the Board of Directors or Executive Committee whether or not a disinterested quorum exists shall render their opinion that in view of all of the circumstances then surrounding the Claim, such indemnification is equitable and in the best interests of the Association. Among the circumstances to be taken into consideration in arriving at such a finding or opinion is the existence or non-existence of a contract of insurance or indemnity under which the Association would be wholly or partially reimbursed for such indemnification, but the existence or non-existence of such insurance is not the sole circumstance to be considered nor shall it be wholly determinative of whether such indemnification shall be made. In addition to such finding or opinion, no indemnification under this Article shall be made unless the Board of Directors or the Executive Committee acting by a quorum consisting of Directors who are not parties to such Claim shall find or if independent legal counsel (who may be the regular counsel of the Association) selected by the Board of Directors or Executive Committee whether or not a disinterested quorum exists shall render their opinion that the Directors, officer or employee acted in good faith in what he reasonably believed to be the best interests of the Association or such other corporation and further in the case of any criminal action or proceeding, that the Director, officer or employee reasonably believed his conduct to be lawful. Determination of any Claim by judgment adverse to a Director, officer or employee by settlement with or without Court approval or conviction upon a plea of guilty or of nolo contendere or its equivalent shall not create a presumption that a Director, officer or employee failed to meet the standards of conduct set forth in this Article. Expenses incurred with respect to any Claim may be advanced by the Association prior to the final disposition thereof upon receipt of an undertaking satisfactory to the Association by or on behalf of the recipient to repay such amount unless it is ultimately determined that he is entitled to indemnification under this Article. The rights of indemnification provided in this Article shall be in addition to any rights to which any Director, officer or employee may otherwise be entitled by contract or as a matter of law. Every person who shall act as a Director, officer or employee of this Association shall be conclusively presumed to be doing so in reliance upon the right of indemnification provided for in this Article. 9 ELEVENTH. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. The Association's Board of Directors may propose one or more amendments to the Articles of Association for submission to the shareholders. 10 EXHIBIT 2 A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE BUSINESS CERTIFICATE I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, and 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations. 2. "Bank One Trust Company, National Association," Columbus, Ohio, (Charter No. 16235) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this 24th day of March, 1999. /s/ John D. Hawke, Jr. ---------------------- Comptroller of the Currency 11 EXHIBIT 3 A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE TRUST POWERS CERTIFICATE I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, and 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations. 2. "Bank One Trust Company, National Association," Columbus, Ohio, (Charter No. 16235) was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a, and that the authority so granted remains in full force and effect on the date of this Certificate. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this 24th day of March, 1999. /s/ John D. Hawke, Jr. ----------------------- Comptroller of the Currency 12 EXHIBIT 4 A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE BANK ONE TRUST COMPANY, N.A. BY-LAWS ------- ARTICLE I MEETINGS OF SHAREHOLDERS ------------------------ SECTION 1.01. ANNUAL MEETING. - ---------------------------- The regular annual meeting of the shareholders of the Bank for the election of Directors and for the transaction of such business as may properly come before the meeting shall be held at its main office, or other convenient place duly authorized by the Board of Directors, on the same day upon which any regular or special Board meeting is held from and including the first Monday of January to, and including, the fourth Monday of February of each year, or on the next succeeding banking day, if the day fixed falls on a legal holiday. If from any cause, an election of Directors is not made on the day fixed for the regular meeting of the shareholders or, in the event of a legal holiday, on the next succeeding banking day, the Board of Directors shall order the election to be held on some subsequent day, as soon thereafter as practicable, according to the provisions of law; and notice thereof shall be given in the manner herein provided for the annual meeting. Notice of such annual meeting shall be given by or under the direction of the Secretary, or such other officer as may be designated by the Chief Executive Officer, by first-class mail, postage prepaid, to all shareholders of record of the Bank at their respective addresses as shown upon the books of the Bank mailed not less than ten days prior to the date fixed for such meeting. SECTION 1.02. SPECIAL MEETINGS. - ------------------------------ A special meeting of the shareholders of the Bank may be called at any time by the Board of Directors or by any three or more shareholders owning, in the aggregate, not less than ten percent of the stock of the Bank. Notice of any special meeting of the shareholders called by the Board of Directors, stating the time, place and purpose of the meeting, shall be given by or under the direction of the Secretary, or such other officer as is designated by the Chief Executive Officer, by first-class mail, postage prepaid, to all shareholders of record of the Bank at their respective addresses as shown upon the books of the Bank mailed not less than ten days prior to the date fixed for such meeting. Any special meeting of shareholders shall be conducted and its proceedings recorded in the manner prescribed in these By-Laws for annual meetings of shareholders. SECTION 1.03. SECRETARY OF MEETING OF SHAREHOLDERS. - -------------------------------------------------- The Board of Directors may designate a person to be the secretary of the meeting of shareholders. In the absence of a presiding officer, as designated by these By-Laws, the Board of Directors may designate a person to act as the presiding officer. In the event the Board of Directors fails to designate a person to preside at a meeting of shareholders and a secretary of such meeting, the shareholders present or represented shall elect a person to preside and a person to serve as secretary of the meeting. The secretary of the meeting of shareholders shall cause the returns made by the judges of election and other proceedings to be recorded in the minute books of the Bank. The presiding officer shall notify the Directors-elect of their election and to meet forthwith for the organization of the new Board of Directors. The minutes of the meeting shall be signed by the presiding officer and the secretary designated for the meeting. SECTION 1.04. JUDGES OF ELECTION. - -------------------------------- The Board of Directors may appoint as many as three shareholders to be judges of the election, who shall hold and conduct the same, and who shall, after the election has been held, notify, in writing over their signatures, the secretary of the meeting of shareholders of the result thereof and the names of the Directors elected; provided, however, that upon failure for any reason of any judge or judges of election, so appointed by the Directors, to serve, the presiding officer of the meeting shall appoint other shareholders or their proxies to fill the vacancies. The judges of election, at the request of the chairman of the meeting, shall act as tellers of any other vote by ballot taken at such meeting, and shall notify, in writing over their signature, the secretary of the Board of Directors of the result thereof. SECTION 1.05. PROXIES. - --------------------- In all elections of Directors, each shareholder of record, who is qualified to vote under the provisions of Federal Law, shall have the right to vote the number of shares of record in such shareholder's name for as many persons as there are Directors to be elected, or to cumulate such shares as provided by Federal Law. In deciding all other questions at meetings of shareholders, each shareholder shall be entitled to one vote on each share of stock of record in such shareholder's name. Shareholders may vote by proxy duly authorized in writing. All proxies used at the annual meeting shall be secured for that meeting only, or any adjournment thereof, and shall be dated, if not dated by the shareholder, as of the date of the receipt thereof. No officer or employee of this Bank may act as proxy. SECTION 1.06. QUORUM. - -------------------- Holders of record of a majority of the shares of the capital stock of the Bank, eligible to be voted, present either in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of shareholders, but shareholders present at any meeting and constituting less than a quorum may, without further notice, adjourn the meeting from time to time until a quorum is obtained. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association. ARTICLE II DIRECTORS SECTION 2.01. QUALIFICATIONS. - ---------------------------- Each Director shall have the qualifications prescribed by law. No person elected as a Director may exercise any of the powers of office until such Director has taken the oath of such office. SECTION 2.02. VACANCIES. - ----------------------- Directors of the Bank shall hold office for one year or until their successors are elected and qualified. Any vacancy in the Board shall be filled by appointment of the remaining Directors, and any Director so appointed shall hold office until the next election. SECTION 2.03. ORGANIZATION MEETING. - ---------------------------------- The Directors elected by the shareholders shall meet for organization of the new Board of Directors at the time and place fixed by the presiding officer of the annual meeting. If at the time fixed for such meeting there is no quorum present, the Directors in attendance may adjourn from time to time until a quorum is obtained. A majority of the number of Directors elected by the shareholders shall constitute a quorum for the transaction of business. SECTION 2.04. REGULAR MEETINGS. - ------------------------------ The regular meetings of the Board of Directors shall be held at such date, time and place as the Board may previously designate, or should the Board fail to so designate, at such date, time and place as the Chairman of the Board, Chief Executive Officer, or President may fix. Whenever a quorum is not present, the Directors in attendance shall adjourn the meeting to a time not later than the date fixed by the By-Laws for the next succeeding regular meeting of the Board. Members of the Board of Directors may participate in such meetings through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear one another. SECTION 2.05. SPECIAL MEETINGS. - ------------------------------ Special meetings of the Board of Directors shall be held at the call of the Chairman of the Board, Chief Executive Officer, or President, or at the request of two or more Directors. Any special meeting may be held at such place and at such time as may be fixed in the call. Written or oral notice shall be given to each Director not later than the day next preceding the day on which the special meeting is to be held, which notice may be waived in writing. The presence of a Director at any meeting of the Board of Directors shall be deemed a waiver of notice thereof by such Director. Whenever a quorum is not present, the Directors in attendance shall adjourn the special meeting from day to day until a quorum is obtained. Members of the Board of Directors may participate in such meetings through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear one another. SECTION 2.06. QUORUM. - -------------------- A majority of the Directors shall constitute a quorum at any meeting, except when otherwise provided by law; but a lesser number may adjourn any meeting, from time-to-time, and the meeting may be held, as adjourned, without further notice. When, however, less than a quorum as herein defined, but at least one-third and not less than two of the authorized number of Directors are present at a meeting of the Directors, business of the Bank may be transacted and matters before the Board approved or disapproved by the unanimous vote of the Directors present. SECTION 2.07. COMPENSATION. - -------------------------- Each member of the Board of Directors shall receive such fees for attendance at Board and Board committee meetings and such fees for service as a Director, irrespective of meeting attendance, as from time to time are fixed by resolution of the Board; provided, however, that payment hereunder shall not be made to a Director for meetings attended and/or Board service which are not for the Bank's sole benefit and which are concurrent and duplicative with meetings attended or Board service for an affiliate of the Bank for which the Director receives payment; and provided further that fees hereunder shall not be paid in the case of any Director in the regular employment of the Bank or of one of its affiliates. Each member of the Board of Directors, whether or not such Director is in the regular employment of the Bank or of one of its affiliates, shall be reimbursed for travel expenses incident to attendance at Board and Board committee meetings. SECTION 2.08. EXECUTIVE COMMITTEE. - --------------------------------- There may be a standing committee of the Board of Directors known as the Executive Committee which shall possess and exercise, when the Board is not in session, all the powers of the Board that may lawfully be delegated. The Executive Committee shall consist of at least three Board members, one of whom shall be the Chairman of the Board, Chief Executive Officer or the President. The other members of the Executive Committee shall be appointed by the Chairman of the Board, the Chief Executive Officer, or the President, with the approval of the Board, and who shall continue as members of the Executive Committee until their successors are appointed, provided, however, that any member of the Executive Committee may be removed by the Board upon a majority vote thereof at any regular or special meeting of the Board. The Chairman, Chief Executive Officer, or President shall fill any vacancy in the Executive Committee by the appointment of another Director, subject to the approval of the Board of Directors. The Executive Committee shall meet at the call of the Chairman, Chief Executive Officer, or President or any two members thereof at such time or times and place as may be designated. In the event of the absence of any member or members of the Executive Committee, the presiding member may appoint a member or members of the Board to fill the place or places of such absent member or members to serve during such absence. Two members of the Executive Committee shall constitute a quorum. When neither the Chairman of the Board, the Chief Executive Officer, nor President are present, the Executive Committee shall appoint a presiding officer. The Executive Committee shall report its proceedings and the action taken by it to the Board of Directors. SECTION 2.09. OTHER COMMITTEES. - ------------------------------ The Board of Directors may appoint such special committees from time to time as are in its judgment necessary in the interest of the Bank. ARTICLE III OFFICERS, MANAGEMENT STAFF AND EMPLOYEES ---------------------------------------- SECTION 3.01. OFFICERS AND MANAGEMENT STAFF. - -------------------------------------------- (a) The executive officers of the Bank shall include a Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Secretary, Security Officer, and may include one or more Senior Managing Directors or Managing Directors. The Chairman of the Board, Chief Executive Officer, President, any Senior Managing Director, any Managing Director, Chief Financial Officer, Secretary, and Security Officer shall be elected by the Board. The Chairman of the Board, Chief Executive Officer, and the President shall be elected by the Board from their own number. Such officers as the Board shall elect from their own number shall hold office from the date of their election as officers until the organization meeting of the Board of Directors following the next annual meeting of shareholders, provided, however, that such officers may be relieved of their duties at any time by action of the Board of Directors, in which event all the powers incident to their office shall immediately terminate. The Chairman of the Board, Chief Executive Officer, or the President shall preside at all meetings of shareholders and meetings of the Board of Directors. (b) The management staff of the Bank shall include officers elected by the Board, officers appointed by the Chairman of the Board, the Chief Executive Officer, the President, any Senior Managing Director, any Managing Director, the Chief Financial Officer, and such other persons in the employment of the Bank who, pursuant to authorization by a duly authorized officer of the Bank, perform management functions and have management responsibilities. Any two or more offices may be held by the same person except that no person shall hold the office of Chairman of the Board, Chief Executive Officer and/or President and at the same time also hold the office of Secretary. (c) Except as provided in the case of the elected officers who are members of the Board, all officers and employees, whether elected or appointed, shall hold office at the pleasure of the Board. Except as otherwise limited by law or these By-Laws, the Board assigns to the Chairman of the Board, the Chief Executive Officer, the President, any Senior Managing Director, any Managing Director, the Chief Financial Officer, and/or each of their respective designees the authority to control all personnel, including elected and appointed officers and employees of the Bank, to employ or direct the employment of such officers and employees as he or she may deem necessary, including the fixing of salaries and the dismissal of such officers and employees at pleasure, and to define and prescribe the duties and responsibilities of all officers and employees of the Bank, subject to such further limitations and directions as he or she may from time to time deem appropriate. (d) The Chairman of the Board, the Chief Executive Officer, the President, any Senior Managing Director, any Managing Director, the Chief Financial Officer, and any other officer of the Bank, to the extent that such officer is authorized in writing by the Chairman of the Board, the Chief Executive Officer, the President, any Senior Managing Director, any Managing Director, or the Chief Financial Officer may appoint persons other than officers who are in employment of the Bank to serve in management positions and in connection therewith, the appointing officer may assign such title, salary, responsibilities and functions as are deemed appropriate, provided, however, that nothing contained herein shall be construed as placing any limitation on the authority of the Chairman of the Board, the Chief Executive Officer, the President, any Senior Managing Director, any Managing Director, or the Chief Financial Officer as provided in this and other sections of these By-Laws. (e) The Senior Managing Directors and the Managing Directors of the Bank shall have general and active authority over the management of the business of the Bank, shall see that all orders and resolutions of the Board of Directors are carried into effect, and shall do or cause to be done all things necessary or proper to carry on the business of the Bank in accordance with provisions of applicable law and regulations. Each Senior Managing Director and Managing Director shall perform all duties incident to his or her office and such other and further duties, as may from time to time be required by the Chief Executive Officer, the President, the Board of Directors, or the shareholders. The specification of authority in these By-Laws wherever and to whomever granted shall not be construed to limit in any manner the general powers of delegation granted to a Senior Managing Director or a Managing Director in conducting the business of the Bank. In the absence of a Senior Managing Director or a Managing Director, such officer as is designated by the Senior Managing Director or the Managing Director shall be vested with all the powers and perform all the duties of the Senior Managing Director or the Managing Director as defined by these By-Laws. (f) Each Managing Director who is assigned oversight of one or more trust service offices shall appoint a management committee known as the Investment Management and Trust Committee consisting of the Managing Director of the trust service offices and at least three other members who shall be capable and experienced officers of the Bank appointed from time to time by the Managing Director and who shall continue as members of the Investment Management and Trust Committee until their successors are appointed, provided, however, that any member of the Investment Management and Trust Committee may be removed by the Managing Director as provided in this and other sections of these By-Laws. The Managing Director shall fill any vacancy in the Investment Management and Trust Committee by the appointment of another capable and experienced officer of the Bank. Each Investment Management and Trust Committee shall meet at such date, time and place as the Managing Director shall fix. In the event of the absence of any member or members of the Investment Management and Trust Committee, the Managing Director may, in his or her discretion, appoint another officer of the Bank to fill the place or places of such absent member or members to serve during such absence. A majority of each Investment Management and Trust Committee shall constitute a quorum. Each Investment Management and Trust Committee shall carry out the policies of the Bank, as adopted by the Board of Directors, which shall be formulated and executed in accordance with State and Federal Law, Regulations of the Comptroller of the Currency, and sound fiduciary principles. In carrying out the policies of the Bank, each Investment Management and Trust Committee is hereby authorized to establish management teams whose duties and responsibilities shall be specifically set forth in the policies of the Bank. Each such management team shall report such proceedings and the actions taken thereby to the Investment Management and Trust Committee. Each Managing Director shall then report such proceedings and the actions taken thereby to the Board of Directors. SECTION 3.02. POWERS AND DUTIES OF MANAGEMENT STAFF. - --------------------------------------------------- Pursuant to the fiduciary powers granted to this Bank under the provisions of Federal Law and Regulations of the Comptroller of the Currency, the Chairman of the Board, the Chief Executive Officer, the President, the Senior Managing Directors, the Managing Directors, the Chief Financial Officer, and those officers so designated and authorized by the Chairman of the Board, the Chief Executive Officer, the President, the Senior Managing Directors, the Managing Directors, or the Chief Financial Officer are authorized for and on behalf of the Bank, and to the extent permitted by law, to make loans and discounts; to purchase or acquire drafts, notes, stocks, bonds, and other securities for investment of funds held by the Bank; to execute and purchase acceptances; to appoint, empower and direct all necessary agents and attorneys; to sign and give any notice required to be given; to demand payment and/or to declare due for any default any debt or obligation due or payable to the Bank upon demand or authorized to be declared due; to foreclose any mortgages; to exercise any option, privilege or election to forfeit, terminate, extend or renew any lease; to authorize and direct any proceedings for the collection of any money or for the enforcement of any right or obligation; to adjust, settle and compromise all claims of every kind and description in favor of or against the Bank, and to give receipts, releases and discharges therefor; to borrow money and in connection therewith to make, execute and deliver notes, bonds or other evidences of indebtedness; to pledge or hypothecate any securities or any stocks, bonds, notes or any property real or personal held or owned by the Bank, or to rediscount any notes or other obligations held or owned by the Bank, whenever in his or her judgment it is reasonably necessary for the operation of the Bank; and in furtherance of and in addition to the powers hereinabove set forth to do all such acts and to take all such proceedings as in his or her judgment are necessary and incidental to the operation of the Bank. SECTION 3.03. SECRETARY. - ----------------------- The Secretary or such other officers as may be designated by the Chief Executive Officer shall have supervision and control of the records of the Bank and, subject to the direction of the Chief Executive Officer, shall undertake other duties and functions usually performed by a corporate secretary. Other officers may be designated by the Secretary as Assistant Secretary to perform the duties of the Secretary. SECTION 3.04. EXECUTION OF DOCUMENTS. - ------------------------------------ Any member of the Bank's management staff or any employee of the Bank designated as an officer on the Bank's payroll system is hereby authorized for and on behalf of the Bank to sell, assign, lease, mortgage, transfer, deliver and convey any real or personal property, including shares of stock, bonds, notes, certificates of indebtedness (including the assignment and redemption of registered United States obligations) and all other forms of intangible property now or hereafter owned by or standing in the name of the Bank, or its nominee, or held by the Bank as collateral security, or standing in the name of the Bank, or its nominee, in any fiduciary capacity or in the name of any principal for whom this Bank may now or hereafter be acting under a power of attorney or as agent, and to execute and deliver such partial releases from any discharges or assignments of mortgages and assignments or surrender of insurance policies, deeds, contracts, assignments or other papers or documents as may be appropriate in the circumstances now or hereafter held by the Bank in its own name, in a fiduciary capacity, or owned by any principal for whom this Bank may now or hereafter be acting under a power of attorney or as agent; provided, however, that, when necessary, the signature of any such person shall be attested or witnessed in each case by another officer of the Bank. Any member of the Bank's management staff or any employee of the Bank designated as an officer on the Bank's payroll system is hereby authorized for and on behalf of the Bank to execute any indemnity and fidelity bonds, trust agreements, proxies or other papers or documents of like or different character necessary, desirable or incidental to the appointment of the Bank in any fiduciary capacity, the conduct of its business in any fiduciary capacity, or the conduct of its other banking business; to sign and issue checks, drafts, orders for the payment of money and certificates of deposit; to sign and endorse bills of exchange, to sign and countersign foreign and domestic letters of credit, to receive and receipt for payments of principal, interest, dividends, rents, fees and payments of every kind and description paid to the Bank, to sign receipts for money or other property acquired by or entrusted to the Bank, to guarantee the genuineness of signatures on assignments of stocks, bonds or other securities, to sign certifications of checks, to endorse and deliver checks, drafts, warrants, bills, notes, certificates of deposit and acceptances in all business transactions of the Bank; also to foreclose any mortgage, to execute and deliver receipts for any money or property; also to sign stock certificates for and on behalf of this Bank as transfer agent or registrar, and to authenticate bonds, debentures, land or lease trust certificates or other forms of security issued pursuant to any indenture under which this Bank now or hereafter is acting as trustee or in any other fiduciary capacity; to execute and deliver various forms of documents or agreements necessary to effectuate certain investment strategies for various fiduciary or custody customers of the Bank, including, without limitation, exchange funds, options, both listed and over-the-counter, commodities trading, futures trading, hedge funds, limited partnerships, venture capital funds, swap or collar transactions and other similar investment vehicles for which the Bank now or in the future may deem appropriate for investment of fiduciary customers or in which non-fiduciary customers may direct investment by the Bank. Without limitation on the foregoing, the Chief Executive Officer, Chairman of the Board, or President of the Bank shall have the authority from time to time to appoint officers of the Bank as Vice President for the sole purpose of executing releases or other documents incidental to the conduct of the Bank's business in any fiduciary capacity where required by state law or the governing document. In addition, other persons in the employment of the Bank or its affiliates may be authorized by the Chief Executive Officer, Chairman of the Board, President, Senior Managing Directors, Managing Directors, or Chief Financial Officer to perform acts and to execute the documents described in the paragraph above, subject, however, to such limitations and conditions as are contained in the authorization given to such person. SECTION 3.05. PERFORMANCE BOND. - ------------------------------ All officers and employees of the Bank shall be bonded for the honest and faithful performance of their duties for such amount as may be prescribed by the Board of Directors. ARTICLE IV STOCKS AND STOCK CERTIFICATES ----------------------------- SECTION 4.01. STOCK CERTIFICATES. - -------------------------------- The shares of stock of the Bank shall be evidenced by certificates which shall bear the signature of the Chairman of the Board, the Chief Executive Officer, or the President (which signature may be engraved, printed or impressed), and shall be signed manually by the Secretary, or any other officer appointed by the Chief Executive Officer for that purpose. In case any such officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Bank with the same effect as if such officer had not ceased to be such at the time of its issue. Each such certificate shall bear the corporate seal of the Bank, shall recite on its face that stock represented thereby is transferable only upon the books of the Bank when properly endorsed and shall recite such other information as is required by law and deemed appropriate by the Board. The corporate seal may be facsimile engraved or printed. SECTION 4.02. STOCK ISSUE AND TRANSFER. - -------------------------------------- The shares of stock of the Bank shall be transferable only upon the stock transfer books of the Bank and, except as hereinafter provided, no transfer shall be made or new certificates issued except upon the surrender for cancellation of the certificate or certificates previously issued therefor. In the case of the loss, theft, or destruction of any certificate, a new certificate may be issued in place of such certificate upon the furnishing of an affidavit setting forth the circumstances of such loss, theft, or destruction and indemnity satisfactory to the Chairman of the Board, the Chief Executive Officer, or the President. The Board of Directors or the Chairman of the Board, Chief Executive Officer, or the President may authorize the issuance of a new certificate therefor without the furnishing of indemnity. Stock transfer books, in which all transfers of stock shall be recorded, shall be provided. The stock transfer books may be closed for a reasonable period and under such conditions as the Board of Directors may at any time determine, for any meeting of shareholders, the payment of dividends or any other lawful purpose. In lieu of closing the transfer books, the Board of Directors may, in its discretion, fix a record date and hour constituting a reasonable period prior to the day designated for the holding of any meeting of the shareholders or the day appointed for the payment of any dividend, or for any other purpose at the time as of which shareholders entitled to notice of and to vote at any such meeting or to receive such dividend or to be treated as shareholders for such other purpose shall be determined, and only shareholders of record at such time shall be entitled to notice of or to vote at such meeting or to receive such dividends or to be treated as shareholders for such other purpose. ARTICLE V MISCELLANEOUS PROVISIONS ------------------------ SECTION 5.01. SEAL. - ------------------ The seal of the Bank shall be circular in form with "SEAL" in the center, and the name "BANK ONE TRUST COMPANY, NA" located clockwise around the upper half of the seal. SECTION 5.02. MINUTE BOOK. - ------------------------- The organization papers of this Bank, the Articles of Association, the returns of judges of elections, the By-Laws and any amendments thereto, the proceedings of all regular and special meetings of the shareholders and of the Board of Directors, and reports of the committees of the Board of Directors shall be recorded in the minute books of the Bank. The minutes of each such meeting shall be signed by the presiding officer and attested by the secretary of the meeting. SECTION 5.03. CORPORATE POWERS. - ------------------------------ The corporate existence of the Bank shall continue until terminated in accordance with the laws of the United States. The purpose of the Bank shall be to carry on the general business of a commercial bank trust department and to engage in such activities as are necessary, incident, or related to such business. The Articles of Association of the Bank shall not be amended, or any other provision added elsewhere in the Articles expanding the powers of the Bank, without the prior approval of the Comptroller of the Currency. SECTION 5.04. AMENDMENT OF BY-LAWS. - ---------------------------------- The By-Laws may be amended, altered or repealed, at any regular or special meeting of the Board of Directors, by a vote of a majority of the Directors. As amended April 24, 1991 Section 3.01 (Officers and Management Staff) Section 3.02 (Chief Executive Officer) Section 3.03 (Powers and Duties of Officers and Management Staff) Section 3.05 (Execution of Documents) As amended January 27, 1995 Section 2.04 (Regular Meetings) Section 2.05 (Special Meetings) Section 3.01(f) (Officers and Management Staff) Section 3.03(e) (Powers and Duties of Officers and Management Staff) Section 5.01 (Seal) Amended and restated in its entirety effective May 1, 1996 As amended August 1, 1996 Section 2.09 (Trust Examining Committee) Section 2.10 (Other Committees) As amended October 16, 1997 Section 3.01 (Officers and Management Staff) Section 3.02 (Powers and Duties of Officers and Management Staff) Section 3.04 (Execution of Documents) As amended January 1, 1998 Section 1.01 (Annual Meeting) EXHIBIT 6 THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE ACT December 13, 2001 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: In connection with the qualification of an indenture between The Williams Companies, Inc., and Bank One Trust Company, NA, as Trustee, the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal or State authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Very truly yours, Bank One Trust Company, NA By: /s/ Christopher Holly Assistant Vice President EXHIBIT 7 Legal Title of Bank: Bank One Trust Company, N.A. Call Date: 12/31/00 State #: 391581 FFIEC 032 Address: 100 Broad Street Vendor ID: D Cert #: 21377 Page RC-1 City, State Zip: Columbus, OH 43271 Transit #: 04400003
Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for December 31, 2000 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding of the last business day of the quarter. Schedule RC--Balance Sheet
Dollar Amounts in thousands C300 --------- ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): RCON ---- a. Noninterest-bearing balances and currency and coin(1) ......................... 0081 64,969 1.a b. Interest-bearing balances(2) .................................................. 0071 0 1.b 2. Securities a. Held-to-maturity securities(from Schedule RC-B, column A) ..................... 1754 0 2.a b. Available-for-sale securities (from Schedule RC-B, column D) .................. 1773 4,286 2.b 3. Federal funds sold and securities purchased under agreements to resell 1350 1,056,754 3. 4. Loans and lease financing receivables: RCON a. Loans and leases, net of unearned income (from Schedule ---- RC-C) ............................................................................ 2122 346,052 4.a b. LESS: Allowance for loan and lease losses ..................................... 3123 372 4.b c. LESS: Allocated transfer risk reserve ......................................... 3128 0 4.c d. Loans and leases, net of unearned income, allowance, and RCON ---- reserve (item 4.a minus 4.b and 4.c) .......................................... 2125 345,680 4.d 5. Trading assets (from Schedule RD-D) .............................................. 3545 0 5. 6. Premises and fixed assets (including capitalized leases) ......................... 2145 21,835 6. 7. Other real estate owned (from Schedule RC-M) ..................................... 2150 0 7. 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ................................................... 2130 0 8. 9. Customers' liability to this bank on acceptances outstanding ..................... 2155 0 9. 10. Intangible assets (from Schedule RC-M) ........................................... 2143 13,697 10. 11. Other assets (from Schedule RC-F) ................................................ 2160 131,390 11. 12. Total assets (sum of items 1 through 11) ......................................... 2170 1,638,611 12.
(1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. Legal Title of Bank: Bank One Trust Company, N.A. Call Date: 12/31/00 State #: 391581 FFIEC 032 Address: 100 East Broad Street Vendor ID: D Cert #: 21377 Page RC-2 City, State Zip: Columbus, OH 43271 Transit #: 04400003
Schedule RC-Continued
Dollar Amounts in Thousands --------- LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C RCON ---- from Schedule RC-E, part 1) ............................................. 2200 1,410,826 13.a (1) Noninterest-bearing(1) .............................................. 6631 830,363 13.a1 (2) Interest-bearing .................................................... 6636 580,463 13.a2 b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II) ...................................... (1) Noninterest bearing ................................................. (2) Interest-bearing .................................................... 14. Federal funds purchased and securities sold under agreements to repurchase: RCFD 2800 0 14 15. a. Demand notes issued to the U.S. Treasury RCON 2840 0 15.a b. Trading Liabilities(from Sechedule RC-D) ................................ RCFD 3548 0 15.b 16. Other borrowed money: RCON ---- a. With original maturity of one year or less .............................. 2332 0 16.a b. With original maturity of more than one year ........................... A547 0 16.b c. With original maturity of more than three years ......................... A548 0 16.c 17. Not applicable 18. Bank's liability on acceptance executed and outstanding .................... 2920 0 18. 19. Subordinated notes and debentures .......................................... 3200 0 19. 20. Other liabilities (from Schedule RC-G) ..................................... 2930 75,186 20. 21. Total liabilities (sum of items 13 through 20) ............................. 2948 1,486,012 21. 22. Not applicable EQUITY CAPITAL 23. Perpetual preferred stock and related surplus .............................. 3838 0 23. 24. Common stock ............................................................... 3230 800 24. 25. Surplus (exclude all surplus related to preferred stock) ................... 3839 45,157 25. 26. a. Undivided profits and capital reserves .................................. 3632 106,620 26.a b. Net unrealized holding gains (losses) on available-for-sale securities .............................................................. 8434 22 26.b c. Accumulated net gains (losses) on cash flow hedges ...................... 4336 0 26.c 27. Cumulative foreign currency translation adjustments 28. Total equity capital (sum of items 23 through 27) .......................... 3210 152,599 28. 29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, and 28) ...................................... 3300 1,638,611 29.
Memorandum To be reported only with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the ------------------- bank by independent external Number auditors as of any date during 1996 .......... RCFD 6724...... N/A M.1. Number ------------------- 1 = Independent audit of the bank conducted in accordance 4. = Directors' examination of the bank performed by other with generally accepted auditing standards by a certified external auditors (may be required by state chartering public accounting firm which submits a report on the bank authority) 2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external conducted in accordance with generally accepted auditing auditors standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external submits a report on the consolidated holding company auditors (but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work) 3 = Directors' examination of the bank conducted in 8 = No external audit work accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)
(1) Includes total demand deposits and noninterest-bearing time and savings deposits. 24 EX-99 8 dex99.txt FORM OF LETTER OF TRANSMITTAL & RELATED DOCUMENTS Exhibit 99 Saks Incorporated LETTER OF TRANSMITTAL To Tender for Exchange 9 7/8% Notes due 2011 for 9 7/8% Notes due 2011 Pursuant to the Prospectus Dated , 2001 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS If you desire to accept the Exchange Offer, this Letter of Transmittal should be completed, signed and submitted timely to Bank One Trust Company, National Association (the "Exchange Agent") as follows: By Mail or Hand Delivery: Facsimile Transmission: Confirm by Telephone: Bank One Trust Company, (312) 407-8853 (800) 524-9472 N.A. One North State Street, 9/th/ Floor Chicago, IL 60602 Attention: Exchanges DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. For any questions regarding this Letter of Transmittal or for any additional information, you may contact the Exchange Agent by telephone at (800) 524-9472. The Exchange Offer is not being mailed to, nor will tenders be accepted from or on behalf of, holders of Outstanding 9 7/8% Notes in any jurisdiction in which the making or acceptance of the Exchange Offer would not be in compliance with the laws of such jurisdiction. PRELIMINARY INSTRUCTIONS The undersigned hereby acknowledges receipt of the Prospectus dated , 2001 (the "Prospectus") of Saks Incorporated, a Tennessee corporation, (the "Company"), and this Letter of Transmittal (this "Letter of Transmittal"), which together constitute the Company's offer to exchange (the "Exchange Offer") its new 9 7/8% Notes due 2011 (the "Registered Notes"), the issuance of which has been registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all of its outstanding unregistered 9 7/8% Notes due 2011 (the "Outstanding 9 7/8% Notes"). For each Outstanding 9 7/8% Note accepted for exchange, the holder of such Outstanding 9 7/8% Note will receive a Registered Note having a principal amount equal to that of the surrendered Outstanding 9 7/8% Note. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus. The form and terms of the Registered Notes will be identical in all material respects to the form and terms of the Outstanding 9 7/8% Notes, except that (i) the Registered Notes will bear a different CUSIP Number from the Outstanding 9 7/8% Notes, (ii) the issuance of the Registered Notes has been registered under the Securities Act and, therefore, the Registered Notes will not bear legends restricting the transfer thereof and (iii) holders of the Registered Notes will not be entitled to certain rights under the Registration Rights Agreement dated as of October 4, 2001 (the "Registration Rights Agreement") among the Company and Salomon Smith Barney Inc., Banc of America Securities LLC, Banc One Capital Markets, Inc., BNY Capital Markets, Inc., First Union Securities, Inc. and Fleet Securities, Inc. Holders whose Outstanding 9 7/8% Notes are accepted for exchange will not receive any interest accrued on the Outstanding 9 7/8% Notes at the time of the exchange. See "This Exchange Offer--Interest on the Registered Notes" in the Prospectus. This Letter of Transmittal is to be completed by a holder of Outstanding 9 7/8% Notes if certificates representing the Outstanding 9 7/8% Notes are to be forwarded herewith. Notwithstanding the foregoing, valid acceptance of the terms of the Exchange Offer may be effected by a participant in the Depository Trust Company ("DTC") tendering Notes through the DTC's Automated Tender Offer Program ("ATOP") where the Exchange Agent receives an Agent's Message prior to the Expiration Date. Accordingly, such participant must electronically transmit its acceptance to the DTC through ATOP, and then the DTC will edit and verify the acceptance, execute a book-entry delivery to the Exchange Agent's account at the DTC and send an Agent's Message to the Exchange Agent for its acceptance. By tendering through ATOP, participants in the DTC will expressly acknowledge receipt of this Letter of Transmittal and agree to be bound by its terms and the Company will be able to enforce such agreement against such DTC participants. The Company reserves the right, at any time and from time to time, to extend the Exchange Offer, in which case the term "Expiration Date" means the latest date and time to which the Exchange Offer is extended. In order to extend the Exchange Offer, the Company will notify the Exchange Agent thereof by oral or written notice and will issue a press release or other public announcement of such extension, each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. The Exchange Offer is not conditioned upon any minimum aggregate principal amount of Outstanding 9 7/8% Notes being tendered or accepted for exchange. However, the Exchange Offer is subject to certain conditions. See "This Exchange Offer--Conditions to this Exchange Offer; Waivers" in the Prospectus. Holders who wish to tender their Outstanding 9 7/8% Notes but who cannot, prior to 5:00 p.m., New York City time, on the Expiration Date (a) deliver their Outstanding 9 7/8% Notes, this Letter of Transmittal or any other required documents to the Exchange Agent or (b) deliver a confirmation of the book-entry tender of their Outstanding 9 7/8% Notes into the Exchange Agent's account at DTC (a "Book-Entry Confirmation") and otherwise complete the procedures for book-entry transfer, may effect a tender of Outstanding 9 7/8% Notes by complying with the guaranteed delivery procedures set forth in Instruction 1 attached to this Letter of Transmittal. Delivery of documents to DTC or the Company does not constitute delivery to the Exchange Agent. HOLDERS OF OUTSTANDING 9 7/8% NOTES SHOULD COMPLETE THE APPROPRIATE BOXES BELOW AND SIGN THIS LETTER OF TRANSMITTAL TO INDICATE THE ACTION THE HOLDERS ELECT TO TAKE WITH RESPECT TO THE EXCHANGE OFFER. 2 Ladies and Gentlemen: Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the Outstanding 9 7/8% Notes described in Box I (Description of Tendered Notes) (the "Tendered Notes"). The undersigned is the registered owner of all the Tendered Notes, and the undersigned represents that it has received from each beneficial owner of the Tendered Notes (a "Beneficial Owner") a duly completed and executed form of "Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner" accompanying this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal. Subject to, and effective upon, the acceptance for exchange of the Tendered Notes, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Tendered Notes. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company) with respect to the Tendered Notes with the full power of substitution to (i) deliver certificates for the Tendered Notes to the Company and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, (ii) present the Tendered Notes for transfer on the books of the Company and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of the Tendered Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be an irrevocable power coupled with an interest. The undersigned hereby represents and warrants that the undersigned has full power and authority to surrender, tender, sell, assign and transfer the Tendered Notes and that the Company will acquire good and unencumbered title thereto, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale and transfer and not subject to any adverse claim when the same are accepted by the Company. The undersigned further represents and warrants to the Company that (i) the information set forth in Box II (Beneficial Owner(s)) is correct, (ii) any Registered Notes to be received by the undersigned and any Beneficial Owner in exchange for the Tendered Notes will be acquired in the ordinary course of business and for investment purposes of the undersigned and such Beneficial Owner, (iii) neither the undersigned nor any Beneficial Owner is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act, and (iv) neither the undersigned nor any Beneficial Owner is engaged in and does not intend to engage in and has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Registered Notes. The undersigned agrees that acceptance of any Tendered Notes by the Company and the issuance of Registered Notes in exchange therefor will constitute performance in full by the Company of its obligations under the Registration Rights Agreement and that the Company will have no further obligations or liabilities thereunder (except as expressly provided therein). The undersigned and each Beneficial Owner also acknowledge as follows: The Exchange Offer is being made in reliance on existing interpretations of the Securities Act by the staff of the Securities and Exchange Commission (the "Commission") set forth in several "no-action" letters to third parties and unrelated to the Company and the Exchange Offer and, based on such interpretations, the Company believes that the Registered Notes issued pursuant to the Exchange Offer in exchange for Outstanding 9 7/8% Notes may be offered for resale, resold and otherwise transferred by the holders thereof (other than any such holder which is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act) without further compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Registered Notes are acquired in the ordinary course of such holders' business and such holders have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of such Registered Notes. Any holder which is an affiliate of the Company or which intends to participate in the Exchange Offer for the purpose of distributing the Registered Notes (i) will not be able to rely on the interpretation by the staff of the Commission set forth in the above-mentioned "no action" letters, (ii) will not be able to tender its Outstanding 9 7/8% Notes in the Exchange Offer and (iii) must comply with the registration and prospectus delivery 3 requirements of the Securities Act in connection with any sale or transfer transaction unless such sale or transfer is made pursuant to an exemption from such requirements. Failure to comply with such requirements may result in such holder incurring liability under the Securities Act for which the holder is not indemnified by the Company. The undersigned and each Beneficial Owner acknowledge that the Company has not sought or received its own "no action" letter with respect to the Exchange Offer and the related transactions, and that there can be no assurance that the staff of the Commission will make a determination in the case of the Exchange Offer and such transactions that is similar to its determinations in the above-mentioned "no action" letters. If the undersigned or any Beneficial Owner is a broker-dealer that will receive Registered Notes for its own account in exchange for Outstanding 9 7/8% Notes that were acquired as a result of market-making or other trading activities, the undersigned acknowledges that it and each such Beneficial Owner will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Registered Notes. However, by so acknowledging and so delivering a prospectus, neither the undersigned nor any such Beneficial Owner will be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The above-referenced prospectus may be the Prospectus (as it may be amended or supplemented from time to time) only if it contains a plan of distribution and selling security holder information with respect to such resale transactions (but need not name the undersigned or disclose the amount of Registered Notes held by the undersigned or any such Beneficial Owner). The undersigned further acknowledges that the Company may rely upon each of the foregoing representations and covenants for purposes of the Exchange Offer. The undersigned and each Beneficial Owner will, upon request, execute and deliver any additional documents deemed by the Company or the Exchange Agent to be necessary or desirable to complete the sale, assignment and transfer of the Tendered Notes. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned and each Beneficial Owner hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and such Beneficial Owner, and shall not be affected by, and shall survive the death or incapacity of, the undersigned and such Beneficial Owner. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Tendered Notes when, as and if the Company has given written notice thereof to the Exchange Agent. The undersigned understands that tenders of the Tendered Notes pursuant to the procedures described in the Prospectus under "This Exchange Offer--Procedures for Tendering" and in the Instructions hereto will constitute a binding agreement between the undersigned and the Company in accordance with the terms and subject to the conditions set forth herein and in the Prospectus. The undersigned recognizes that (i) under certain circumstances set forth in the Prospectus under "This Exchange Offer--Conditions to this Exchange Offer; Waivers," the Company will not be required to accept the Tendered Notes for exchange and (ii) the undersigned may withdraw its tender of Tendered Notes only as set forth in the Prospectus under "This Exchange Offer--Withdrawal of Tenders." Tendered Notes not accepted for exchange or which have been withdrawn will be returned, without expense, to the undersigned as promptly as practicable after the Expiration Date, in the manner set forth in the next succeeding paragraph. Unless otherwise indicated in Box V (Special Issuance Instructions), please issue certificates for the Registered Notes (and, if applicable, substitute certificates representing any Outstanding 9 7/8% Notes not exchanged) in the name of the undersigned. Similarly, unless otherwise indicated in Box VI (Special Delivery Instructions), please (i) send certificates for the Registered Notes (and, if applicable, substitute certificates representing Outstanding 9 7/8% Notes not exchanged) to the undersigned at the address indicated in Box I (Description of Tendered Notes) or (ii) in the case of a book-entry tender of Outstanding 9 7/8% Notes, please credit the Registered Notes (and, if applicable, Outstanding 9 7/8% Notes not exchanged) to the account at DTC indicated in Box III (Method of Delivery). 4 PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX BELOW. BOX I DESCRIPTION OF TENDERED NOTES* - --------------------------------------------------------------------------------
Name(s) and Address(es) of Aggregate Registered Note Certificate Principal Holder(s), exactly as name(s) Number(s) Amount Aggregate appear(s) of Outstanding Represented Principal on Outstanding 9 7/8% Note 9 7/8% by Amount Certificate(s) Notes** Certificates(s) Tendered*** - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Total - --------------------------------------------------------------------------------
* List the Outstanding 9 7/8% Notes to which this Letter of Transmittal relates. If the space provided is inadequate, the Certificate numbers and principal amount of Outstanding 9 7/8% Notes should be listed on a separate signed schedule attached hereto. ** Need not be completed by persons tendering by book-entry transfer. *** Tenders of Outstanding 9 7/8% Notes must be in a minimum principal amount of $1,000 or an integral multiple of $1,000 in excess thereof. Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Outstanding 9 7/8% Notes represented by the Certificate(s) set forth above. See Instruction 2. BOX II BENEFICIAL OWNER(S) - --------------------------------------------------------------------------------
State of Principal Residence of Principal Amount of Tendered Notes Held Each Beneficial Owner of Tendered Notes for Account of Beneficial Owner - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
BOX III METHOD OF DELIVERY (See Instruction 1) - -------------------------------------------------------------------------------- [_]CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT DTC AND COMPLETE THE FOLLOWING: Name of Tendering Institution ____________________________________________ Account Number _____________ Transaction Code Number _________ [_]CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED HEREWITH. [_]CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s) __________________________________________ Window Ticket Number (if any) ____________________________________________ Date of Execution of Notice of Guaranteed Delivery _______________________ Name of Institution which guaranteed delivery ____________________________ If Delivered by Book-Entry Transfer, Complete the Following: Name of Tendering Institution ________________________________________ Account Number and Transaction Code Number ___________________________ BOX IV ATTENTION BROKER-DEALERS - -------------------------------------------------------------------------------- [_]CHECK HERE IF THE UNDERSIGNED OR ANY BENEFICIAL OWNER OF TENDERED NOTES IS A BROKER-DEALER AND WISHES TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO: Name _____________________________________________________________________ Address __________________________________________________________________ BOX V SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 3 and 4) - -------------------------------------------------------------------------------- To be completed ONLY if certificates for Registered Notes and/or certificates for Outstanding 9 7/8% Notes not exchanged are to be issued in the name of someone other than the person(s) whose signature(s) appear(s) on this Letter of Transmittal in Box VII (Signature). Issue: Registered Notes issued and/or Outstanding 9 7/8% Notes not exchanged to: Name(s) ____________________________________________________________________ (Please Type or Print) ____________________________________________________________________ (Please Type or Print) Address(es) ___________________________________________________________________ ____________________________________________________________________ (Zip Code) Taxpayer Identification Number or Social Security Number ____________________ BOX VI SPECIAL DELIVERY INSTRUCTIONS (See Instructions 3 and 4) - -------------------------------------------------------------------------------- To be completed ONLY if (1) certificates for Registered Notes and/or certificates for Outstanding 9 7/8% Notes not exchanged are to be sent to someone other than the person(s) whose signature(s) appear(s) on this Letter of Transmittal in Box VII (Signature) at the address(es) indicated in Box I (Description of Tendered Notes) or (2) Registered Notes and/or Outstanding 9 7/8% Notes not exchanged are to be issued or returned, respectively, to an account maintained at DTC other than the account indicated in Box III (Method of Delivery). Send: Registered Notes and/or Outstanding 9 7/8% Notes not exchanged to: Name(s) ____________________________________________________________________ (Please Type or Print) ____________________________________________________________________ (Please Type or Print) Address(es)____________________________________________________________________ ____________________________________________________________________ (Zip Code) Credit: Registered Notes and/or Outstanding 9 7/8% Notes not exchanged to DTC account as follows: Name(s) ____________________________________________________________________ (Please Type or Print) ____________________________________________________________________ (Please Type or Print) Crediting Instructions _____________________________________________________ Account Number ______________________________________________________________ BOX VII SIGNATURE: TO BE COMPLETED BY ALL TENDERING HOLDERS (See Instructions 1 and 3) In addition, Substitute Form W-9 on the following page must be completed and signed. - -------------------------------------------------------------------------------- ----------------------------------- ----------------------------- , 200_ ----------------------------------- ----------------------------- , 200_ ----------------------------------- ----------------------------- , 200_ Signature(s) by Tendering Holder(s) Date
Area Code and Telephone Number _______________________________________________ For any Tendered Notes, this Letter of Transmittal must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Tendered Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents submitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and the other information indicated below and, unless waived by the Company, submit herewith evidence satisfactory to the Company of authority to so act. See Instruction 3. Name(s) ______________________________________________________________________ ________________________________________________________________________ (Please Type or Print) Capacity _____________________________________________________________________ Address(es) __________________________________________________________________ _____________________________________________________________________ (Including Zip Code) Area Code and Telephone Number _______________________________________________ Tax Identification Number or Social Security Number __________________________ SIGNATURE GUARANTEE (if required by Instruction 3) Signature(s) Guaranteed by an Eligible Institution ______________________________________________________ (Authorized Signature) ______________________________________________________ (Print Name) ______________________________________________________ (Title) ______________________________________________________ (Name of Firm--Must be an Eligible Institution as defined in Instruction 3) ______________________________________________________ (Address) ______________________________________________________ (Area Code and Telephone Number) - -------------------------------------------------------------------------------------------------------- PAYOR'S NAME: SAKS INCORPORATED* - -------------------------------------------------------------------------------------------------------- Name (if joint names, list first and circle the name of the person or entity whose number you enter in Part 1 below. See instructions if your name has changed). ----------------------------------------------------------------------------- Address ----------------------------------------------------------------------------- SUBSTITUTE City, State and ZIP Code ----------------------------------------------------------------------------- Form W-9 List account number(s) here (optional) ----------------------------------------------------------------------------- Department of the Treasury Part 1--PLEASE PROVIDE YOUR TAXPAYER ------------------------- Internal Revenue Service IDENTIFICATION NUMBER ("TIN") IN THE BOX Social Security AT RIGHT AND CERTIFY BY SIGNING AND Number or TIN DATING BELOW. ------------------------- ----------------------------------------------------------------------------- Part 2--Check the box if you are NOT subject to backup withholding under the provisions of section 3406(a)(I)(C) of the Internal Revenue Code because (1) you have not been notified that you are subject to backup withholding as a result of failure to report all interest or dividends or (2) the Internal Revenue Service has notified you that you are no longer subject to backup withholding. [_] ----------------------------------------------------------------------------- Part 3--CERTIFICATION--UNDER THE PENALTIES OR PERJURY, I CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE. Awaiting TIN [_] SIGNATURE DATE - -------------------------------------------------------------------------------------------------------- *See Instruction 5. - --------------------------------------------------------------------------------------------------------
Note: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. - -------------------------------------------------------------------------------------------------------- YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9 ABOVE. - -------------------------------------------------------------------------------------------------------- CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, andeither (i) I have mailed or delivered an application to receive a taxpayer identification number to theappropriate Internal Revenue Service Center or Social Security Administration office or (ii) I intend to mail ordeliver an application in the near future. I understand that if I do not provide a taxpayer identification numberto the payor, 31% of all payments made to me pursuant to the Exchange Offer shall be retained until I providea taxpayer identification number to the payor and that, if I do not provide my taxpayer identification numberwithin sixty (60) days, such retained amounts shall be remitted to the Internal Revenue Service as a backupwithholding and 31% of all reportable payments made to me thereafter will be withheld and remitted to theInternal Revenue Service until I provide a number.
SIGNATURE --------------- DATE -------- - ---------------------------------------------------- SAKS INCORPORATED INSTRUCTIONS TO LETTER OF TRANSMITTAL FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER 1. Delivery of this Letter of Transmittal and Tendered Notes; Guaranteed Delivery Procedures. This Letter of Transmittal is to be completed by holders of Outstanding 9 7/8% Notes if (i) certificates are to be forwarded herewith or (ii) a tender of certificates for Outstanding 9 7/8% Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at DTC pursuant to the book-entry transfer procedures set forth under "This Exchange Offer--Procedures for Tendering" in the Prospectus. Certificates for all physically tendered Outstanding 9 7/8% Notes, or a Book-Entry Confirmation, and, in the case of certificates, a properly completed and duly executed Letter of Transmittal (or manually signed facsimile hereof) and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth on the front cover and back cover hereof prior to 5:00 p.m., New York City time, on the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Holders who wish to tender their Outstanding 9 7/8% Notes but who cannot, prior to 5:00 p.m., New York City time, on the Expiration Date (i) deliver their Outstanding 9 7/8% Notes, this Letter of Transmittal or any other documents required by this Letter of Transmittal to the Exchange Agent or (ii) deliver a Book-Entry Confirmation and otherwise complete the procedures for book-entry transfer, may effect a tender of Outstanding 9 7/8% Notes by complying with the guaranteed delivery procedures set forth in the instructions to the Notice of Guaranteed Delivery accompanying this Letter of Transmittal. Pursuant to such procedures, (a) the tender must be made through an Eligible Institution (as defined in Instruction 3); (b) prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must have received from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, registered or certified mail or hand delivery) setting forth the name and address of the tendering holder, the certificate number(s) of the Tendered Notes and the principal amount of the Tendered Notes, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the Expiration Date, this Letter of Transmittal (or facsimile thereof) together with the certificates(s) representing the Tendered Notes (or a Book-Entry Confirmation) and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent; and (c) this Letter of Transmittal (or facsimile thereof), properly completed and duly executed, as well as the certificates(s) representing the Tendered Notes in proper form for transfer (or a Book-Entry Confirmation), and all other documents required by this Letter of Transmittal are received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date. The method of delivery of this Letter of Transmittal, the Tendered Notes and all other required documents is at the election and risk of the tendering holders. The delivery will be deemed made only when actually received or confirmed by the Exchange Agent. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. See the discussion set forth under "This Exchange Offer" in the Prospectus. 2. Tender by Registered Holder; Instructions to Beneficial Holders; Partial Tenders. Only a holder in whose name Outstanding 9 7/8% Notes are registered may execute and deliver this Letter of Transmittal and tender Outstanding 9 7/8% Notes in the Exchange Offer. Any beneficial owner whose Outstanding 9 7/8% Notes are registered in the name of a broker, dealer, commercial bank, trust, company or other nominee and who wishes to tender such Outstanding 9 7/8% Notes should (i) contact such registered holder promptly and instruct such registered holder to tender such Outstanding 9 7/8% Notes on such beneficial owner's behalf, (ii) properly complete and duly execute the form of "Instructions to Registered Holder and/or Book-Entry Transfer Facility Participant From Beneficial Owner" accompanying this Letter of Transmittal and (iii) timely deliver such form to 10 such registered holder. The Company, the Exchange Agent and the transfer and registrar for the Outstanding 9 7/8% Notes shall be entitled to rely upon all representations, warranties, covenants and instructions given or made by such registered holder and/or such beneficial owner. If such beneficial owner wishes to tender Outstanding 9 7/8% Notes on its own behalf, such beneficial owner must, prior to completing and executing this Letter of Transmittal and delivering its Outstanding 9 7/8% Notes, either make appropriate arrangements to register ownership of the Outstanding 9 7/8% Notes in such beneficial owner's name or obtain a properly completed bond power from the registered holder. Any such transfer of registered ownership may take considerable time. Tendered Notes must be in a minimum principal amount of $1,000 or an integral multiple of $1,000 in excess thereof. If less than the entire principal amount of the Outstanding 9 7/8% Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should indicate the aggregate principal amount of Outstanding 9 7/8% Notes to be tendered in Box I (Description of Tendered Notes) under the caption "Aggregate Principal Amount Tendered." The entire principal amount of Outstanding 9 7/8% Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of Outstanding 9 7/8% Notes held by the tendering holder is not tendered for exchange, then (i) unless otherwise indicated in Box V (Special Issuance Instructions), certificates evidencing untendered Outstanding 9 7/8% Notes and Registered Notes issued pursuant to the Exchange Offer will be issued in the name of the person signing this Letter of Transmittal and (ii) unless otherwise indicated in Box VI (Special Delivery Instructions), such certificates will be sent to the person signing this Letter of Transmittal at the address indicated in Box I (Description of Tendered Notes) (or, in the case of a book-entry tender of Outstanding 9 7/8% Notes, credited to the account at DTC indicated in Box III (Method of Delivery)). 3. Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered holder of the Tendered Notes, the signature must correspond exactly with the name(s) as written on the face of the certificates for the Tendered Notes without any change whatsoever. If any tendered Outstanding 9 7/8% Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any Tendered Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates. When this Letter of Transmittal is signed by the registered holder(s) of the Tendered Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Registered Notes are to be issued, or any untendered Outstanding 9 7/8% Notes are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered holder(s) of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s) and signatures on each such endorsement or bond power must be guaranteed by an Eligible Institution. If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, evidence satisfactory to the Company of their authority to so act must be submitted with this Letter of Transmittal. Endorsements on certificates for Tendered Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or is a savings institution, commercial bank or trust company having an office or correspondent in the United States, or is otherwise an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, and which is, in each case, a 11 member of a recognized signature guarantee program (i.e., Securities Transfer Agents Medallion Program, Stock Exchange Medallion Program or New York Stock Exchange Medallion Signature Program) (an "Eligible Institution"). Signatures on this Letter of Transmittal need not be guaranteed by an Eligible Institution, provided the Tendered Notes are tendered by: (i) the registered holder thereof (which term for purposes of the exchange offer includes any participant of DTC whose name appears on a security position listing as the holder of such Tendered Notes) who has not completed Box V (Special Issuance Instructions) or Box VI (Special Delivery Instructions) on this Letter of Transmittal or (ii) an Eligible Institution. 4. Special Issuance and Delivery Instructions. Tendering holders should indicate in the applicable boxes the name and address to which Registered Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Outstanding 9 7/8% Notes not exchanged are to be issued or sent if different from the name or address of the holder signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification number or social security number of the person named must also be indicated. If no such instructions are given, certificates evidencing such Outstanding 9 7/8% Notes not exchanged and Registered Notes issued pursuant to the Exchange Offer will be returned to the person signing this Letter of Transmittal at the address indicated in Box I (Description of Tendered Notes) (or, in the case of a book-entry tender of Outstanding 9 7/8% Notes, credited to the account at DTC indicated in Box III (Method of Delivery)). 5. Tax Identification Number. Federal income tax law generally requires that a tendering holder whose Tendered Notes are accepted for exchange must provide the Company (as payor) with such holder's correct Taxpayer Identification Number ("TIN") on Substitute Form W-9, which in the case of a tendering holder who is an individual, is his or her social security number. If the Company is not provided with the current TIN or an adequate basis for an exemption, such tendering holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, delivery to such tendering holder of Registered Notes may be subject to backup withholding in an amount equal to 31% of all reportable payments made after the exchange. If withholding results in an overpayment of taxes, a refund may be obtained. Exempt holders of Outstanding 9 7/8% Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed "Guidelines of Certification of Taxpayer Identification Number on Substitute Form W-9" (the "W-9 Guidelines") for additional instructions. To prevent backup withholding, each holder of Tendered Notes must provide its correct TIN by completing the Substitute Form W-9 set forth above, certifying that the TIN provided is correct (or that such holder is awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the holder of Tendered Notes is a nonresident alien or foreign entity not subject to backup withholding, such holder must give the Company a completed Form W-8, Certificate of Foreign Status. This form may be obtained from the Exchange Agent. If the Tendered Notes are in more than one name or are not in the name of the Beneficial Owner, the tendering holder should consult the W-9 Guidelines for information on which TIN to report. If such holder does not have a TIN, such holders should consult the W-9 Guidelines for instructions on applying for a TIN, check the box in Part 3 of the Substitute Form W-9 and write "applied for" in lieu of its TIN. Note: Checking this box and writing "applied for" on the form means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. If such holder does not provide its TIN to the Company within 60 days, backup withholding will begin and continue until such holder furnishes its TIN to the Company. 6. Transfer Taxes. The Company will pay all transfer taxes, if any, applicable to the transfer of Tendered Notes to it or its order pursuant to the Exchange Offer. If, however, Registered Notes and/or substitute Outstanding 9 7/8% Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, 12 any person other than the registered holder of the Tendered Notes, or if the Tendered Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer of Tendered Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder. Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Tendered Notes specified in this Letter of Transmittal. 7. Waiver of Conditions. The Company reserves the absolute right to amend, waive or modify any or all conditions relating to the Exchange Offer set forth in the Prospectus. 8. No Conditional Tenders. No alternative, conditional, irregular or contingent tenders will be accepted. All holders of Tendered Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Tendered Notes for exchange. 9. Mutilated, Lost, Stolen or Destroyed Outstanding 9 7/8% Notes. Any holder whose Outstanding 9 7/8% Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address set forth on the front cover and back cover hereof for further instructions. 10. Validity of Tenders. All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of Tendered Notes will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any and all Tendered Notes not properly tendered or any Tendered Notes the Company's acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right in its sole discretion to waive any defects, irregularities or conditions of tender as to any Tendered Notes. The Company's interpretation of the terms and conditions of the Exchange Offer (including the Instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with Tendered Notes must be cured within such time as the Company shall determine. Although the Company intends to notify holders of defects or irregularities with respect to tenders of Tendered Notes, neither the Company, the Exchange Agent nor any other person shall incur any liability for failure to give such notification. Tenders of Tendered Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Tendered Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders, unless otherwise provided in this Letter of Transmittal, as promptly as practicable following the Expiration Date. 11. Acceptance of Tendered Notes and Issuance of Notes; Return of Notes. Subject to the terms and conditions of the Exchange Offer, the Company will accept for exchange all validly tendered Outstanding 9 7/8% Notes as promptly as practicable after the Expiration Date and will issue Registered Notes therefor as promptly as practicable thereafter. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Outstanding 9 7/8% Notes when, as and if the Company has given oral or written notice thereof to the Exchange Agent. If any Tendered Notes are not exchanged pursuant to the Exchange Offer for any reason, such unexchanged Tendered Notes will be returned, without expense, to the person signing this Letter of Transmittal at the address indicated in Box I (Description of Tendered Notes), except as may otherwise be specified in Box V (Special Issuance Instructions) or Box VI (Special Delivery Instructions). 12. Withdrawal. Tendered Notes may be withdrawn only pursuant to the procedures set forth in the Prospectus under "This Exchange Offer--Withdrawal of Tenders." 13. Requests for Assistance or Additional Copies. Questions relating to the procedures for tendering, as well as requests for additional copies of the Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery, may be directed to the Exchange Agent at the address and telephone number set forth on the front cover and back cover hereof. 13 Exhibit 99 Bank One Trust Company, N.A., as Exchange Agent By Mail or Hand Delivery: Facsimile Transmission: Confirm by Telephone: Bank One Trust Company, (312) 407-8853 (800) 524-9472 N.A. One North State Street, 9/th/ Floor Chicago, IL 60602 Attention: Exchanges Exhibit 99 Saks Incorporated NOTICE OF GUARANTEED DELIVERY With Respect to the Tender for Exchange of 9 7/8% Notes due 2011 for 9 7/8% Notes due 2011 Pursuant to the Prospectus Dated , 2001 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS As set forth in the Letter of Transmittal (the "Letter of Transmittal") accompanying the Prospectus dated , 2001 (the "Prospectus") of Saks Incorporated, a Tennessee corporation (the "Company"), this Notice of Guaranteed Delivery or a form substantially equivalent hereto must be used to accept the Company's offer to exchange (the "Exchange Offer") its 9 7/8% Notes due 2011 (the "Registered Notes"), the issuance of which has been registered under the Securities Act of 1933, as amended, for any and all of its outstanding unregistered 9 7/8% Notes due 2011 (the "Outstanding 9 7/8% Notes") if the tendering holder of Outstanding 9 7/8% Notes cannot, prior to 5:00 p.m., New York City time, on the Expiration Date (i) deliver its Outstanding 9 7/8% Notes, the Letter of Transmittal or any other documents required by the Letter of Transmittal to the Exchange Agent (as defined below) or (ii) deliver a confirmation of the book-entry tender of its Outstanding 9 7/8% Notes into the Exchange Agent's account at The Depository Trust Company ("DTC") and otherwise complete the procedures for book-entry transfer. If required, this Notice of Guaranteed Delivery, properly completed and duly executed, must be delivered to Bank One Trust Company, N.A. (the "Exchange Agent") as set forth below. By Mail or Hand Delivery: Facsimile Transmission: Confirm by Telephone: Bank One Trust Company, (312) 407-8853 (800) 524-9472 N.A. One North State Street, 9/th/ Floor Chicago, IL 60602 Attention: Exchanges DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. For any questions regarding this Notice of Guaranteed Delivery or for any additional information, please contact the Exchange Agent by telephone at (800) 524-9472. This form is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the Letter of Transmittal. Ladies and Gentlemen: The undersigned hereby tenders to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, receipt of which is hereby acknowledged, the principal amount of Outstanding 9 7/8% Notes set forth below pursuant to the guaranteed delivery procedures. All authority herein conferred or agreed to be conferred in this Notice of Guaranteed Delivery and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive the death or incapacity of, the undersigned. PLEASE SIGN AND COMPLETE Signatures of Registered Holder(s) or Authorized Signatory _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ Name(s) of Registered Holder(s) _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ Principal Amount of Outstanding 9 7/8% Notes Tendered _________________________ Date __________________________________________________________________________ Address _______________________________________________________________________ Area Code and Telephone Number ________________________________________________ If Outstanding 9 7/8% Notes will be delivered by book-entry transfer, provide the account number at The Depository Trust Company below: Depository Account No. ________________________________________________________ This Notice of Guaranteed Delivery must be signed by the registered holder(s) of the Outstanding 9 7/8% Notes tendered hereby exactly as their name(s) appear on the certificates for such Outstanding 9 7/8% Notes or on a security position listing such holder(s) as the owner(s) of such Outstanding 9 7/8% Notes, or by person(s) authorized to become registered holder(s) of such Outstanding 9 7/8% Notes by endorsements and documents submitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must provide the following information and, unless waived by the Company, submit with the Letter of Transmittal evidence satisfactory to the Company of such person's authority to so act. See Instruction 2. PLEASE PRINT NAME(S) AND ADDRESS Name(s) ______________________________________________________________________ _____________________________________________________________________ Capacity _____________________________________________________________________ Address(es) __________________________________________________________________ _____________________________________________________________________ GUARANTEE (Not to be used for signature guarantee) The undersigned, a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or is a savings institution, commercial bank or trust company having an office or correspondent in the United States, or is otherwise an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, and which is, in each case. a member of a recognized signature guarantee program (i.e., Securities Transfer Agents Medallion Program, Stock Exchange Medallion Program or New York Stock Exchange Medallion Signature Program), guarantees deposit with the Exchange Agent of the Letter of Transmittal (or facsimile thereof), the Outstanding 9 7/8% Notes tendered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Outstanding 9 7/8% Notes into the Exchange Agent's account at DTC as described in the Letter of Transmittal) and any other required documents, all by 5:00 p.m., New York City time, within three New York Stock Exchange trading days after the Expiration Date. Name of Firm ____________ Authorized Signature ____ Address _________________ Name ____________________ _________________________ Area Code and Telephone Title ___________________ Number __________________ Date ____________________ DO NOT SEND OUTSTANDING 9 7/8% NOTES WITH THIS FORM. ACTUAL SURRENDER OF OUTSTANDING 9 7/8% NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS. INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY 1. Delivery of this Notice of Guaranteed Delivery. A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and all other required documents is at the election and risk of the tendering holders. The delivery will be deemed made only when actually received or confirmed by the Exchange Agent. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. 2. Signatures on this Notice of Guaranteed Delivery. If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Outstanding 9 7/8% Notes referred to herein, the signature(s) must correspond exactly with the name(s) as written on the face of the certificates for such Outstanding 9 7/8% Notes without any change whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of DTC whose name appears on a security position listing as the holder of such Outstanding 9 7/8% Notes, the signature must correspond exactly with the name shown on the security position listing as the holder of such Outstanding 9 7/8% Notes. If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Outstanding 9 7/8% Notes listed or a participant of DTC, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name(s) of the registered holder(s) appear(s) on the certificates for the Outstanding 9 7/8% Notes or signed as the name of the participant is shown on DTC's security position listing. If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and unless waived by the Company, submit with the Letter of Transmittal evidence satisfactory to the Company of such person's authority to so act. 3. Requests for Assistance or Additional Copies. Questions relating to the procedures for tendering, as well as requests for additional copies of the Prospectus, the Letter of Transmittal and this Notice of Guaranteed Delivery, may be directed to the Exchange Agent at the address and telephone number set forth on the front cover and back cover hereof. 18 Exhibit 99 Bank One Trust Company, N.A., as Exchange Agent By Mail or Hand Delivery: Facsimile Transmission: Confirm by Telephone: Bank One Trust Company, (312) 407-8853 (800) 524-9472 N.A. One North State Street, 9/th/ Floor Chicago, IL 60602 Attention: Exchanges Exhibit 99 Saks Incorporated INSTRUCTIONS TO REGISTERED HOLDER AND/OR BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM BENEFICIAL OWNER With Respect to the Tender for Exchange of 9 7/8% Notes due 2011 for 9 7/8% Notes due 2011 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. Registered Holder and/or Participant of the Book-Entry Transfer Facility: The undersigned hereby acknowledges receipt of the Prospectus dated , 2001 (the "Prospectus") of Saks Incorporated, a Tennessee corporation (the "Company"), and the accompanying Letter of Transmittal (the "Letter of Transmittal"), which together constitute the Company's offer to exchange (the "Exchange Offer") its new 9 7/8% Notes due 2011 (the "Registered Notes"), the issuance of which has been registered under the Securities Act of 1933, as amended (the "Securities Act"), for any and all of its outstanding unregistered 9 7/8% Notes due 2011 (the "Outstanding 9 7/8% Notes"). For each Outstanding 9 7/8% Note accepted for exchange, the holder of such Outstanding 9 7/8% Note will receive a Registered Note having a principal amount equal to that of the surrendered Outstanding 9 7/8% Note. This will instruct you, the registered holder and/or participant in the book-entry transfer facility, which is The Depository Trust Company, as to the action to be taken by you relating to the Exchange Offer with respect to the Outstanding 9 7/8% Notes held by you for the account of the undersigned. The aggregate face amount of the Outstanding 9 7/8% Notes held by you for the account of the undersigned is (insert amount): $ of the Company's 9 7/8% Notes due 2011. With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box): [_]TO TENDER the following Outstanding 9 7/8% Notes held by you for the account of the undersigned (insert principal amount of Outstanding 9 7/8% Notes to be tendered, if any, in integral multiples of $1,000): $ of the Company's Outstanding 9 7/8% Notes due 2011. [_]NOT TO TENDER any Outstanding 9 7/8% Notes held by you for the account of the undersigned. If the undersigned instructs you to tender the Outstanding 9 7/8% Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of Outstanding 9 7/8% Notes, including, but not limited to, the representations that (i) the information set forth in Box II (Beneficial Owners) of the Letter of Transmittal with respect to the undersigned is correct, (ii) any Registered Notes to be received by the undersigned in exchange for Outstanding 9 7/8% Notes tendered in the Exchange Offer will be acquired in the ordinary course of business and for investment purposes of the undersigned, (iii) the undersigned is not an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act and (iv) the undersigned has not engaged in and does not intend to engage in and has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Registered Notes. If the undersigned is a broker-dealer that will receive Registered Notes for its own account in exchange for Outstanding 9 7/8% Notes that were acquired as a result of market-making or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Registered Notes. However, by so acknowledging and so delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The undersigned acknowledges as follows: The Exchange Offer is being made in reliance on existing interpretations of the Securities Act by the staff of the Securities and Exchange Commission (the "Commission") set forth in several "no-action" letters to third parties and unrelated to the Company and the Exchange Offer and, based on such interpretations, the Company believes that the Registered Notes issued pursuant to the Exchange Offer in exchange for Outstanding 9 7/8% Notes may be offered for resale, resold and otherwise transferred by the holders thereof (other than any such holder which is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act) without further compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Registered Notes are acquired in the ordinary course of such holders' business and for investment purposes and such holders are not engaged in and do not intend to engage in and have no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of such Registered Notes. Any holder which is an affiliate of the Company or which intends to participate in the Exchange Offer for the purpose of distributing the Registered Notes (i) will not be able to rely on the interpretation by the staff of the Commission set forth in the above-mentioned "no-action" letters, (ii) will not be able to tender its Outstanding 9 7/8% Notes in the Exchange Offer and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer transaction unless such sale or transfer is made pursuant to an exemption from such requirements. Failure to comply with such requirements may result in such holder incurring liability under the Securities Act for which the holder is not indemnified by the Company. The undersigned acknowledges that the Company has not sought or received its own "no-action" letter with respect to the Exchange Offer and the related transactions, and that there can be no assurance that the staff of the Commission will make a determination in the case of the Exchange Offer and such transactions that is similar to its determinations in the above-mentioned "no-action" letters. The undersigned further acknowledges that the Company may rely upon each of the foregoing representations and covenants for purposes of the Exchange Offer. SIGN HERE Name of Beneficial Owner(s): ________________________________________________ Signature(s): _______________________________________________________________ Name(s) (please print): _____________________________________________________ Address: ____________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ Area Code and Telephone Number: _____________________________________________ Taxpayer Identification Number or Social Security Number: ___________________ Date: _______________________________________________________________________ -----END PRIVACY-ENHANCED MESSAGE-----