-----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, FaNjxQZZxspYzth2gMb6D8YSwU9P4Fvs4DWRf/BPlg09mpvpQMvG+DMDrCyWnmH2 f4UuVAPKqwdf0yQnBqDVKw== 0000906555-99-000025.txt : 19990810 0000906555-99-000025.hdr.sgml : 19990810 ACCESSION NUMBER: 0000906555-99-000025 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990130 FILED AS OF DATE: 19990809 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: 11-K SEC ACT: SEC FILE NUMBER: 001-13113 FILM NUMBER: 99680075 BUSINESS ADDRESS: STREET 1: 750 LAKESHORE PARKWAY CITY: BIRMINGHAM STATE: AL ZIP: 35211 BUSINESS PHONE: 2059404000 MAIL ADDRESS: CITY: ALCOA STATE: TN ZIP: 37701 FORMER COMPANY: FORMER CONFORMED NAME: PROFFITTS INC DATE OF NAME CHANGE: 19920703 11-K 1 __________________________________________________________________ ___________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Mark One) (X) Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No fee required, effective October 7, 1996) For Year Ended: January 31, 1998 ( ) Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No fee required) For the transition period from ___________________ to __________________ Commission File Number: 333-47535 A. Full title of plan and the address of the plan, if different from that of the issuer named below: Carson Pirie Scott & Co. Savings Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Saks Incorporated 750 Lakeshore Drive, Birmingham, AL 35211 _________________________________________________________________ __________________________________________________________________ SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Carson Pirie Scott & Co. Savings Plan ______________________________ (Name of Plan) Dated: July 29, 1999 By: /s/ Douglas E. Coltharp _________________________ Douglas E. Coltharp Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description of Document Page -------------- ----------------------- ---- 23 Consent of Independent Accountants Carson Pirie Scott & Co. Savings Plan Financial Statements and Supplemental Schedules for the years ended January 30, 1999 and January 31, 1998 Carson Pirie Scott & Co. Savings Plan Table of Contents Pages ----- Report of Independent Accountants 1 Financial Statements: Statements of Net Assets Available for Plan Benefits January 30, 1999 and January 31, 1998 2-3 Statement of Changes in Net Assets Available for Plan Benefits for the year ended January 30, 1999 4 Notes to Financial Statements 5-9 Supplemental Schedules: * Item 27a - Schedule of Assets Held for Investment Purposes as of January 30, 1999 10 * Item 27d - Schedule of Reportable Transactions for the year ended January 30, 1999 11-13 __________________ * Refers to item number in Form 5500 (Annual Return/Report of Employee Benefit Plan) for plan year ended January 30, 1999. Report of Independent Accountants To the Participants and Administrator of Carson Pirie Scott & Co. Savings Plan In our opinion, the accompanying statements of net assets available for plan benefits and the related statement of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for plan benefits of Carson Pirie Scott & Co. Savings Plan (the "Plan") at January 30, 1999 and the changes in net assets available for plan benefits for the year then ended in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plans management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for the opinion expressed above. The financial statements of the Plan as of January 31, 1998 and for the year then ended were audited by other independent accountants whose report dated July 8, 1998 expressed an unqualified opinion on those statements. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Carson Pirie Scott & Co. Savings Plan are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 (ERISA). The fund information in the statements of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. These supplemental schedules and fund information are the responsibility of the Plan's management. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. July 23, 1999 Carson Pirie & Scott Co. Savings Plan Statement of Net Assets Available for Plan Benefits January 30, 1999
M&I Aggres- Conserv- Stable Balanced Inter- sive ative Saks Principal Growth Loan national Growth Growth Stock Unall- 1998 Fund Fund Fund Fund Fund Fund Fund ocated Total ------ ------ ------ ------ ------ ------ ------ ------ ------ Investments, at fair value $18,196,402 $24,227,090 $2,790,183 $2,444,344 $8,822,020 $22,209,651 $3,430,254 $82,119,944 Receivables: Employer contrib- utions $92,044 92,044 Employee contri- butions 259,327 259,327 Interest 87,390 87,390 ------- ------- ------- ------- ------- ------- ------- ------- ------- Total assets 18,283,792 24,227,090 2,790,183 2,444,344 8,822,020 22,209,651 3,430,254 351,371 82,558,705 Accrued admin- istra- tive fees 27,200 27,200 Due to brokers, net 49,312 52,057 (25,307) 8,855 35,329 52,823 9,484 182,553 ------- ------- ------- ------- ------- ------- ------- ------- ------- Net assets available for plan benefits $18,234,480 $24,175,033 $2,815,490 $2,435,489 $8,786,691 $22,156,828 $3,420,770 $324,171 $82,348,952 ========= ========== ======== ========== ========== =========== ========= ======== ===========
The accompanying notes are an integral part of these financial statements. Carson Pirie & Scott Co. Savings Plan Statement of Net Assets Available for Plan Benefits, Continued January 31, 1998
M&I Aggres- Conserv- Stable Balanced Inter- sive ative Saks Principal Growth Loan national Growth Growth Stock Unall- 1997 Fund Fund Fund Fund Fund Fund Fund ocated Total ------ ------ ------ ------ ------ ------ ------ ------ ------ Investments, at fair value $17,471,929 $23,959,639 $2,936,686 $1,481,483 $9,295,142 $17,627,274 $1,910,547 $90,931 $74,773,631 Receivables: Employer contrib- utions 88,097 88,097 Employee contrib- utions 244,215 244,215 ------- ------- ------- ------- --------- -------- ------- ------- --------- Total assets 17,471,929 23,959,639 2,936,686 1,481,483 9,295,142 17,627,274 1,910,547 423,243 75,105,943 Accrued administr- ative fees 17,981 17,981 Due to brokers, net 43,491 53,097 15,305 35,340 73,889 (24,131) 196,991 ------- ------- ------- ------- ------- ------- -------- ------- -------- Net assets available for plan bene- fits $17,428,438 $23,906,542 $2,936,686 $1,466,178 $9,259,802 $17,553,385 $1,934,678 $405,262 $74,890,971 =========== =========== ========== ========== ========== =========== ========== ======== ===========
The accompanying notes are an integral part of these financial statements. Carson Pirie Scott & Co. Savings Plan Statement of Changes in Net Assets Available for Plan Benefits for the year ended January 30, 1999
M&I Aggres- Conserv- Stable Balanced Inter- sive ative Saks Principal Growth Loan national Growth Growth Stock Unall- 1998 Fund Fund Fund Fund Fund Fund Fund ocated Total ------ ------ ------ ------ ------ ------ ------ ------ ------ Increase in net assets available for plan benefits: Interest and dividend income $1,062,287 $828,835 $238,640 $25,869 $54,659 $363,768 $2,574,058 Net appreciation (depreciation)in the fair market value of invest- ments 1,773,509 266,227 (482,188) 2,877,074 $556,136 4,990,758 Employer contrib- utions 356,197 628,507 98,621 427,009 588,752 99,436 $3,903 2,202,425 Employee contrib- utions 1,510,371 1,754,785 287,896 1,219,025 1,695,674 285,925 15,112 6,768,788 Rollover 7,703 18,391 10,407 23,501 28,468 12,154 100,624 ------- ------- ------- ------- ------- ------- ------- ------- -------- Total increases 2,936,558 5,004,027 238,640 689,020 1,242,006 5,553,736 953,651 19,015 16,636,653 ------- ------- ------- ------- ------- ------- ------- ------- -------- Decrease in net assets available for plan benefits: Benefit payments 2,202,913 3,090,789 257,417 180,970 1,074,210 2,120,061 137,870 9,064,230 Administrative expenses 45,509 13,571 1,776 22,394 15,975 5,998 9,219 114,442 ------- ------- ------- ------- ------- ------- ------- ------- ------- Total decreases 2,248,422 3,104,360 257,417 182,746 1,096,604 2,136,036 143,868 9,219 9,178,672 --------- ------- ------- ------- --------- --------- ------- ------- --------- Net increase (decrease) prior to inter fund transfers 688,136 1,899,667 (18,777) 506,274 145,402 3,417,700 809,783 9,796 7,457,981 Inter fund transfers, net 117,906 (1,631,176) (102,419) 463,037 (618,513) 1,185,743 676,309 (90,887) 0 ------- ----------- --------- ------- --------- --------- ------- -------- ------- Net increase (decrease) 806,042 268,491 (121,196) 969,311 (473,111) 4,603,443 1,486,092 (81,091) 7,457,981 Net assets available for plan benefits: Beginning of year 17,428,438 23,906,542 2,936,686 1,466,178 9,259,802 17,553,385 1,934,678 405,262 74,890,971 ---------- ---------- --------- --------- --------- ---------- --------- ------- ---------- End of year $18,234,480 $24,175,033 $2,815,490 $2,435,489 $8,786,691 $22,156,828 $3,420,770 $324,171 $82,348,952 ========== =========== ======== ========== ========== =========== ======== ======== =========== The accompanying notes are an integral part of these financial statements. Carson Pirie Scott & Co. Savings Plan Notes to Financial Statements 1. Plan Description The following description of the Carson Pirie Scott & Co. Savings Plan (the Plan) provides only general information. Participants (Associates) should refer to the Plan agreement for a more complete description of the Plan's provisions. General - The Plan is a defined contribution plan covering substantially all Associates of Carson Pirie Scott, a division of Saks Incorporated and subsidiaries (collectively, the Company), who complete a 12-month period of employment during which the Associate works at least 1,000 hours. It is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). During 1998, the Board of Directors of the Company amended the Plan in order to provide for the merger of the Plan into another plan sponsored by Saks (the New Plan). As of January 30, 1999, the Plan had not yet merged into the New Plan. Contributions - Each year, Associates may contribute from one to ten percent of their pretax annual compensation as defined in the Plan. Certain Associates' contributions are limited to a maximum of four percent or seven percent, depending on the level of the Associates' annual compensation. Associates may also contribute amounts representing distributions from other qualified defined benefit or contribution plans. The Company has voluntarily agreed to make contributions to the Plan at the discretion of the Company's Board of Directors. Such contribution for any plan year may not exceed the maximum amount deductible for Federal income tax purposes. For the plan years ended January 30, 1999 and January 31, 1998, the Company's contribution was 50% of the first 5% of an eligible Associate's compensation contributed into the Plan. Associate Accounts - Each Associate's account is credited (charged) with the Associate's contribution, the matching Company contribution, an allocation of the Plan's net investment earnings, and administrative expenses. Net investment earnings of each fund are allocated based upon the Associate's account balance in the appropriate fund at the end of each day. The benefit to which an Associate is entitled is the benefit that can be provided from the Associate's vested account. See discussion regarding Associate loans in Footnote 4. Vesting - All Participants are 100% vested in Associate contributions and Company contributions earned through February 1, 1991. Associates who were credited with at least 3 years of vesting service as of February 1, 1991, are 100% vested in Company contributions earned after February 1, 1991. Associates credited with less than 3 years of vesting service as of February 1, 1991, are subject to the provisions of the vesting schedule below: Years of Vesting Service Vesting Percentage --------------------------- ------------------ Less than 2 years 0% At least 2 but less than 3 10% At least 3 but less than 4 20% At least 4 but less than 5 40% At least 5 but less than 6 60% At least 6 but less than 7 80% 7 or more 100% Associates would vest 100% in Company contributions immediately upon death, disability, or age 65 if employed by the Company at such dates. Forfeitures - Participants who terminate employment, but have not become fully vested, forfeit the unvested balances in their accounts. In accordance with the Plan document, the forfeiture amount is applied toward Company matching contributions. Forfeitures aggregated $228,529 for the year ended January 30, 1999. Investment Options - Associates may elect to direct their accounts to be invested, in five percent increments, among the investment funds made available by the Plan Administrator. An Associate may change the apportionment of his or her accounts daily. The following investment funds are available: * M & I Stable Principal Fund - Funds are invested in insurance company contracts, synthetic investment contracts issued by banks and insurance companies and short-term fixed-income securities. * Balanced Growth Fund - Funds are invested in the American Balanced Fund, which invests in a combination of blue-chip stocks and investment grade bonds. * International Fund - Funds are invested in the EuroPacific Growth Fund, which invests in securities of companies outside the United States. * Aggressive Growth Fund - Funds are invested in the Neuberger & Berman Equity Fund, which invests in common stocks of small capitalization companies. * Conservative Growth Fund - Funds are invested in the American Washington Mutual Investment Fund, which invests in large, well- established U.S. companies which pay dividends and are listed on a major stock exchange. * Saks Stock Fund (previously Carson Stock Fund) - Associates can invest up to 25% of their account balance in this fund which invests in the common stock of Saks Incorporated. * Unallocated - Unallocated consists of contributions and expenses which have not yet been allocated to the individual funds. Payment of Benefits - Payment of benefits may begin upon the Associate's normal retirement (age 65), early retirement (age 55), disability retirement, death, or termination. Withdrawal of all or part of an Associate's funds may be authorized by the Plan Administrator prior to any of the above in the event of financial hardship of an Associate. In addition, an in-service withdrawal of funds can be made for any reason after attainment of age 59-1/2. Distribution of account balances following termination of employment is made in a lump sum. 2. Summary of Significant Account Policies Basis of Presentation - The accompanying financial statements are prepared on the accrual basis and present the net assets available for plan benefits and changes in those net assets. Fiscal Year - The Plan had adopted the Company's 52-53 week fiscal year, with the last day of the fiscal year the Saturday closest to January 31. The year ended January 30, 1999 contained 52 weeks. Valuation of Investments and Income Recognition - Investment in the M & I Stable Principal Fund is valued at the amount at which units can be withdrawn which approximates fair market value. Investments in various mutual funds are valued at published net asset values which approximate fair value. Investments in Saks Incorporated stock is valued at quoted market price. Purchases and sales of securities are recognized on the settlement date. Differences between the settlement date method and the trade date method required by generally accepted accounting principles are not significant. Realized gains and losses on the sale of investments are calculated on the basis of specific indemnification. The Plan presents in the statement of changes in net assets available for benefits, with fund information, the net appreciation (depreciation) in the fair value of investments, which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Loans to associates are valued at the outstanding principal balance plus accrued interest. The rate of interest on associate loans is determined by Marshall & Ilsley Trust Company (the Trustee) and will not be less than the rate charged by financial institutions for similar type borrowings. At January 30, 1999, interest rates ranged from 7.25% to 9.0% Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates. 3. Investments The Plan's investments are held in a trust fund administered by the Trustee. Investments held that represent 5% or more of net assets available for plan benefits are as follows: January 30, January 31, 1999 1998 ------------- ------------ M & I Stable Principal Fund $18,196,402 $17,470,568 American Balanced Fund $24,227,090 $23,959,639 Washington Mutual Investment Fund $22,209,651 $17,627,274 AIM Constellation Fund $9,295,142 Neuberger & Berman Equity Fund $8,822,020 4. Loans to Associates The Plan Administrator may direct the Trustee to make loans available to all Plan associates. Such loans may not exceed the lessor of $50,000 or 50% of the Associate's vested account balance subject to a $1,000 minimum. The interest rate on the loan shall be equivalent to that charged on similar commercial loans as of the origination date of the loan. An Associate may have only one outstanding loan at any time and may not request another loan for approximately two weeks following full payment of any prior outstanding loan. Loans acquired shall be amortized over a period of one to five years, as elected by the Associate, and repaid through Associate payroll deductions. Repayments of the amount of such loan shall be credited directly to such Associate's account in a manner consistent with the Associate's current investment election. 5. Federal Income Taxes The Internal Revenue Service has determined and informed the Company by a letter dated July 18, 1994, that the Plan and its underlying trust are designed in accordance with applicable sections of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code. 6. Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become fully vested in their account balance. 7. Related-Party Transactions Certain Plan investments are managed by Marshall & Ilsley Trust Company. Marshall & Ilsley Trust Company is the trustee defined by the Plan and, therefore, these transactions qualify as party-in-interest. 8. Reconciliation of Financial Statements to Form 5500 Any differences existing between the Form 5500 and the numbers included in this report relate directly to accruals reflected in the financial statements and amounts allocated to withdrawing participants on the Form 5500 for benefit claims that were processed and approved for payment before January 30, 1999, but that had not yet been paid. 9. Subsequent Event On June 17, 1999, the net assets of the Plan were merged into the New Plan. Supplemental Schedules Carson Pirie Scott & Co. Savings Plan Item 27a - Schedule of Assets Held for Investment Purposes for the year ended January 30, 1999
c. Description of Investment b. Identity of Issuer including Maturity Date, Rate Borrower, Lessor or of Interest, Collateral, e. Current a. or Similar Party Par, Or Maturity Value d. Cost Value ---------------------- --------------------------------- ------- ---------- * Saks Incorporated Employer common stock $2,377,822 $3,430,254 The American Funds Group Euro Pac Growth Fund 2,265,929 24,443,440 The American Funds Group Washington Mutual Investment Fund 18,290,525 22,209,651 Neuberger & Berman Neuberger & Berman Equity Fund 10,488,939 8,822,020 The American Funds Group American Balanced Fund 21,787,107 2,422,709 * Marshall & Ilsley M & I Stable Principal Fund Trust Company 18,196,402 18,196,402 Various Associate Loans 2,790,183 2,790,183 ----------- ----------- Total assets held for investment purposes $76,196,907 $82,119,944 =========== =========== _______________ * Denotes party-in-interest to the Plan.
Carson Pirie Scott & Co. Savings Item 27d - Schedule of Reportable Transactions for the year ended January 30, 1999 I. Single transactions exceeding 5% of assets. See attached schedule. NOTE - Information required in Columns e and f is inapplicable. II. Series of transactions involving property other than securities. NONE III. Series of transactions of same issue exceeding 5% of assets. See attached schedule. NOTE-Information required in Columns e, f, and h is inapplicable. IV. Transactions in conjunction with same person involved in reportable single transactions. NONE h. Current Value of Asset on Trans- i. Net a. Identity of c. Purchase d. Sales g. Cost of action Gain Party Involved b. Description of Asset Price Price Asset Date (loss) - ------------------ ----------------------- ----------- -------- --------- --------- -------- AIM Management Group, Inc. AIM Constellation Fund $10,447,725 $8,814,381 $10,447,725 $1,633,344 Neuberger & Berman Neuberger & Berman Equity Fund $10,512,714 $10,512,714 $10,512,714
Carson Pirie Scott & Co. Savings Plan Item 27d(III) - Schedule of Reportable Transactions for the year ended January 30, 1999 c. Purchases d. Sales i. Net a. Identity of b. Description ----------------- ------------------ g. Cost Gain Party Involved of Asset Price Number Price Number Asset or (Loss) - ----------------- ---------------- ------ ------ ------- ------- ------- ------------ The American Washington Mutual Funds Group Investment Fund $8,547,600 232 $5,254,859 219 $3,990,176 $1,264,683 AIM Management AIM Constellation Group, Inc. Fund $812,814 51 $11,582,162 57 $9,808,032 $1,774,130 Neuberger & Berman Neuberger & Berman Equity Fund $13,024,297 148 $2,154,785 147 $2,535,358 ($380,573) The American American Balanced Funds Group Fund $6,482,004 21 $6,478,391 217 $5,612,274 $866,117 Marshall & Ilsley M & I Stable Principal Trust Company Fund $7,367,655 194 $6,641,822 217 $6,641,822
EX-23 2 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-47535) of Saks Incorporated an Subsidiaries of our report dated July 23, 1999 relating to the financial statements of Carson Pirie Scott & Co. Savings Plan, which appears in this Form 11-K. PricewaterhouseCoopers LLP Birmingham, Alabama July 29, 1999 -----END PRIVACY-ENHANCED MESSAGE-----