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Commission File Number: 1-13113
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
(X) Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For Fiscal Year Ended: January 29, 2000 or ______________
( ) Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from __________ to ____________
Commission File Number: 1-13113
Exact name of registrant as specified in its charter:
SAKS INCORPORATED
State of Incorporation: Tennessee
I.R.S. Employer Identification Number: 62-0331040
Address of principal executive offices (including zip code):
750 Lakeshore Parkway, Birmingham, Alabama 35211
Registrant's telephone number, including area code:
(205) 940-4000
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, Par Value $.10 and Preferred Stock Purchase Rights
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities and Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes (X) No ( )
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of the Registrant's
knowledge, in definitive proxy or information statement
incorporated by reference in Part II of this Form 10-K or any
amendment to this Form 10-K. (X)
The aggregate market value of the voting stock held by non-
affiliates of the Registrant as of March 15, 2000 was
approximately $1,872,271,091.
As of March 15, 2000, the number of shares of the Registrant's
Common Stock outstanding was 142,016,505.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Saks Incorporated Annual Report to
Shareholders for the Fiscal Year Ended January 29, 2000 are
incorporated by reference into Part II.
(2) Portions of the Saks Incorporated Proxy Statement dated
April 29, 2000 for the Annual Shareholders' Meeting to be
held on June 21, 2000 are incorporated by reference into
Part III.
The Exhibit Index is on page 2 of this document.
TABLE OF CONTENTS
Item Page
Part I 1 Business. 3
2 Properties. 10
3 Legal Proceedings. 11
4 Submission of Matters to a Vote of Security
Holders. 11
Executive Officers of the Registrant. 12
Part II 5 Market for Registrant's Common Equity and
Related Stockholder Matters. 14
6 Selected Financial Data. 14
7 Management's Discussion and Analysis of
Financial Condition and Results of Operations.
14
7A Quantitative and Qualitative Disclosures About
Market Risk. 14
8 Financial Statements and Supplementary Data. 14
9 Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure. 14
Part III 10 Directors and Executive Officers of the
Registrant. 15
11 Executive Compensation. 15
12 Security Ownership of Certain Beneficial
Owners and Management. 15
13 Certain Relationships and Related
Transactions. 15
Part IV 14 Exhibits, Financial Statement Schedules, and
Reports on Form 8-K. 16
Signatures 18
PART I
Item 1. Business
General
Founded in 1919, Saks Incorporated (formerly Proffitt's, Inc.;
the "Company") is a national retailer currently operating 359
stores throughout 39 states under the following names: Saks
Fifth Avenue (61 stores), Parisian (43 stores), Proffitt's (31
stores), McRae's (30 stores), Younkers (51 stores), Herberger's
(40 stores), Carson Pirie Scott (32 stores), Bergner's (14
stores), Boston Store (11 stores), and Off 5th (46 stores). The
Company's stores are principally anchor stores in leading
regional or community malls, and the stores typically offer a
broad selection of fashion apparel, shoes, accessories, jewelry,
cosmetics, decorative home furnishings, and furniture in selected
locations. In addition, the Company operates a direct response
business called Saks Direct, which currently includes the Folio
and Bullock & Jones catalogs and will include its Internet retail
site, saksfifthavenue.com, which the Company expects to launch in
the summer of 2000.
The Company has experienced significant growth since 1994,
primarily through a series of acquisitions. The Company's major
acquisitions are outlined below:
Number of
Stores Accounting
Name Headquarters Acquired Locations Date Acquired Treatment
- -----------------------------------------------------------------------------------------------------
McRae's Jackson, MS 31 Southeast March 31, 1994 Purchase
Younkers Des Moines, IA 50 Midwest February 3, 1996 Pooling
Parisian Birmingham, AL 40 Southeast/ October 11, 1996 Purchase
Midwest
Herberger's St. Cloud, MN 37 Midwest February 1, 1997 Pooling
Carson Pirie Scott, Milwaukee, WI 55 Midwest January 31, 1998 Pooling
Boston Store, and
Bergner's
Saks Holdings New York, NY 95 National September 17, 1998 Pooling
(Saks Fifth Avenue,
Off 5th, Folio, and
Bullock & Jones)
In addition to acquisitions, the Company historically has grown through
opening new stores and by expanding and renovating selected stores. The
Company opened 13 new stores (including two replacement stores) during the
year. The Company has announced plans to open six additional stores in
2000.
The Company also closes stores in the normal course of business. The
Company closed five unproductive units in 1999 and four additional stores
during the first quarter of 2000. On occasion, the Company may convert
certain stores under one nameplate into another nameplate to enhance
distribution and advertising economies. The Company made three such
conversions during 1999. No conversions have been announced for 2000.
Merchandising, sales promotion, and certain store operating support
functions are conducted in multiple locations. Certain back office
administrative support functions for the Company, such as accounting,
credit card administration, store planning, and management information
systems, are centralized.
Merchandising
The Company's merchandising strategy is to provide its customers a
wide assortment of quality fashion apparel, shoes, accessories,
cosmetics, and decorative home furnishings at appropriate prices. The
Company's commitment to a branded merchandising strategy, enhanced by
its merchandise presentation and high level of customer service, makes
it a preferred distribution channel for premier brand-name
merchandise. Key brands featured in the Company's more traditional
department stores include Liz Claiborne, Calvin Klein, Polo/Ralph
Lauren, Tommy Hilfiger, Nautica, Estee Lauder, Clinique, Lancome, Nine
West, Enzo, Waterford, and Bali. In addition to the above brands,
Parisian stores carry certain brands typically carried only at
specialty stores which include: Robert Talbott, Tommy Bahama, Bobbi
Brown, Trish McEvoy, BCBG, and Brighton. Saks Fifth Avenue has key
relationships with the leading fashion houses, including Giorgio
Armani, Chanel, Dolce and Gabbana, Salvatore Ferragamo, Gucci, Donna
Karan, Calvin Klein, Ralph Lauren, Judith Leiber, Prada, Oscar de la
Renta, St. John, Yves St. Laurent, J.P. Tod, Ermenegildo Zegna, and
Max Mara.
The Company supplements its branded assortments with private brand
merchandise in selected areas. Management expects to continue to
enhance the Company's private brand program and increase its sales
penetration of private brand merchandise. Management believes that
this enhanced program will improve merchandise margins and create
differentiation from competitors through unique, high-quality product
offerings at attractive prices.
The Company has developed a knowledge of each of its trade areas and
customer bases. This knowledge is gained through the Company's
regional merchandising structure in conjunction with store visits by
senior management and merchandising personnel and use of on-line
merchandise information. The Company strives to tailor each store's
merchandise assortment to the unique characteristics of its trade
areas.
Certain departments in the Company's stores are leased to independent
companies in order to provide high quality service and merchandise
where specialization and expertise are critical and economics do not
justify the Company's direct investment in the business. The leased
departments vary by store to complement the Company's own
merchandising departments. The principal leased department is fine
jewelry, except at Saks Fifth Avenue where this is an owned business.
The terms of the lease agreements typically are between one and four
years and require the lessee to pay for fixtures and provide its own
employees. Management regularly evaluates the performance of the
leased departments and requires compliance with established customer
service guidelines.
For the year ended January 29, 2000, the Company's percentages of
owned sales by major merchandise category were as follows (excludes
sales generated from Off 5th stores and Saks Direct):
Women's 30.8%
Men's 16.5
Cosmetics 13.0
Women's Accessories 9.9
Children's 5.0
Home 9.6
Shoes 7.2
Intimate Apparel 3.5
Junior's Apparel 2.9
Outerwear 1.6
-----
Total 100.0%
=====
Pricing
The Company's primary merchandise focus is on upper-moderate to
better-priced nationally branded merchandise in the more traditional
department stores, a greater assortment of better-priced nationally
branded merchandise in the Parisian stores, a greater assortment of
luxury-priced and designer goods at Saks Fifth Avenue, and value-
priced merchandise in the Off 5th stores. Management believes that
many customers respond to promotional events more favorably than they
do to "everyday low pricing." Accordingly, although the Company
continues to maintain a pricing structure that provides value to its
customers, the Company runs various promotional events in its
department stores throughout the year.
Management recognizes that competitors in the traditional and
specialty department store arena sometimes price merchandise below the
Company's prices. In such situations, it is the Company's policy to
match competitors' prices, if the lower price is brought to the
attention of a sales associate. Accordingly, sales associates in
these stores have the authority to reduce the price of any merchandise
if the customer has seen the same item advertised or sold at a lower
price in the same trade area.
Purchasing and Distribution
The Company purchases merchandise from many vendors. Management
monitors profitability and sales history with each supplier and
believes it has alternative sources available for each category of
merchandise it purchases. Management believes it has good
relationships with its suppliers.
The Company has nine distribution facilities serving its stores.
Refer to "Item 2. Properties" for a listing of these facilities.
The Company's distribution facilities are linked electronically to the
Company's merchandising staffs through a computerized purchase order
management system, facilitating rapid re-order and replenishment of
merchandise. The Company utilizes UPC barcode technology which is
designed to move merchandise onto the selling floor more quickly and
cost-effectively by allowing vendors to deliver floor-ready
merchandise to the distribution facilities. For example, high speed
automated conveyor systems are capable of scanning bar coded labels
and diverting cartons to the proper merchandise processing areas.
Some types of merchandise are being processed in the receiving area
and immediately "cross docked" to the shipping dock for delivery to
the stores. Certain processing areas are staffed with personnel
equipped with hand-held radio frequency terminals that can scan a
vendor's bar code and transmit the necessary information to a computer
to check-in merchandise.
Management Information Systems
Company management believes that technological investments are
necessary to support its business strategy, and, as a result, the
Company has continually upgraded its information systems to improve
operations and support future growth.
The Company's information systems provide information necessary for
management operating decisions, cost reduction programs, and customer
service enhancements. Individual data processing systems include
point-of-sale and sales reporting, purchase order management,
receiving, merchandise planning and control, payroll, human resources,
general ledger, credit card administration, and accounts payable
systems. Bar code ticketing is used, and scanning is utilized at all
point-of-sale terminals. Information is made available on-line to
merchandising staff and store management on a timely basis.
The Company uses electronic data interchange technology ("EDI") with
many of its top vendors. EDI allows the Company to speed the flow of
information and merchandise in order to capitalize on emerging sales
trends, maximize inventory turnover, and minimize out-of-stock
conditions. The Company's use of EDI technology includes an advance
shipping notice system ("ASN"). The ASN system identifies
discrepancies between merchandise that is ready to be shipped from a
vendor's warehouse and that which was ordered from the vendor. This
early identification provides the Company with a window of time to
resolve any discrepancies in order to speed merchandise through the
distribution facilities and into its stores.
The Company completed the necessary systems modifications to become
Year 2000 compliant in a timely manner. The Company experienced no
material systems or operational problems related to these
modifications.
Marketing
The Company's advertising and promotions are coordinated to reinforce
its image as a fashion leader in its trade areas selling quality
merchandise at appropriate prices. Advertising is balanced among
fashion advertising, price promotions, and special events.
The Company uses a multi-media approach, including newspaper,
television, radio, and direct mail. The Company's advertising and
special events are produced by regional in-house sales promotion
staffs in conjunction with outside advertising agencies. The Company
utilizes data captured through the use of proprietary credit cards to
develop segmented advertising and promotional events targeted at
specific customers who have established purchasing patterns for
certain brands, departments, and store locations. To promote its
image as the fashion leader in its trade areas, the Company also
sponsors fashion shows and in-store special events highlighting the
Company's key brands and key apparel designers.
Proprietary Credit Cards
The Company's credit card bank, National Bank of the Great Lakes (the
"Bank"), issues all of the proprietary credit cards for each of the
Company's department store nameplates. Frequent use of these
proprietary credit cards by customers is an important element in the
Company's marketing and growth strategies. The Company believes that
proprietary credit card holders shop more frequently with the Company,
purchase more merchandise, and are generally more loyal to the Company
than are customers who pay with cash or third-party credit cards. As
previously mentioned, the Company also makes frequent use of the names
and addresses of its proprietary credit card holders in direct
marketing efforts.
The Company seeks to expand the number and use of the Bank's
proprietary credit cards by, among other things, providing incentives
to sales associates to open "instant credit" accounts, which can
generally be opened within approximately three minutes. Also,
customers who open accounts are entitled to certain discounts on
initial and subsequent purchases. The Company has created various
loyalty programs that reward customers for frequency and volume of
proprietary charge card usage. Proprietary credit card customers are
offered private shopping nights, direct mail catalogs, special
discounts, and advance notice of sale events.
The Bank has approximately 4.0 million credit accounts that have been
active within the prior six months. Approximately 42% of the
Company's 1999 sales were transacted on these proprietary credit
cards.
The Bank's credit card programs are subject to government regulations,
including consumer protection laws, that impose restrictions on the
making and collection of consumer loans and on other aspects of credit
card operations. There can be no assurance that the existing laws and
regulations will not be amended or that new laws or regulations will
not be adopted, in a manner that could adversely affect the Bank's
credit card operations.
E-Commerce
The Company plans to initiate its E-commerce presence in the summer of
2000 with the launch of saksfifthavenue.com. Management believes the
Company will capture a meaningful share of the growing, underserved,
and fragmented luxury E-tailing market. The Company is positioned to
leverage existing Company assets, including the brand equity of Saks
Fifth Avenue, valuable relationships with vendors and customers,
marketing resources, and existing catalog fulfillment capabilities.
Saksfifthavenue.com will offer a broad selection of Saks Fifth Avenue
merchandise as well as complementary new product offerings, service
that the Company believes will be best in its class and that will be
integrated with Saks Fifth Avenue stores, a highly personalized user-
customizable shopping experience, and the opportunity for millions of
on-line shoppers, not proximate to a physical location, to experience
shopping at Saks Fifth Avenue. At launch, the Company expects to
offer over 10,000 SKUs of premier luxury goods on the site and to
expand that number to nearly 100,000 by mid-2001.
Trademarks and Service Marks
The Company owns many federally registered trademarks and service
marks, including, but not limited to, "Saks Fifth Avenue," "SFA,"
"S5A," "The Fifth Avenue Club," and "Off 5th," along with its various
other store names and its private brands. The Company has filed a
federal trademark registration for the name "Saks." Management
believes its trademarks and service marks are important and that the
loss of certain of its trademarks or trade names, particularly the
store nameplates, could have a material adverse effect on the Company.
Many of the Company's trademarks and service marks are registered in
the United States Patent and Trademark Office. The term of these
registrations is generally ten years, and they are renewable for
additional ten-year periods indefinitely, so long as the marks are
still in use at the time of renewal. Saks Incorporated is not aware
of any claims of infringement or other challenges to its right to
register or use its marks in the United States.
Reliance on Fifth Avenue Store
The Company's flagship Saks Fifth Avenue store on Fifth Avenue in New
York City accounted for approximately 7% of total Company owned sales
in 1999 and plays a significant role in marketing the Saks Fifth
Avenue name.
Customer Service
The Company believes that personal customer attention builds loyalty
and that the Company's sales associates generally provide a level of
customer service superior to its competitors. The Company's strategy
is to staff each store with knowledgeable, friendly sales associates
skilled in salesmanship and customer service. Sales associates
maintain customer records, send personalized thank-you notes, and
communicate personally with customers to advise them of new
merchandise offerings and special promotions. Superior customer
service is encouraged through the development and monitoring of
sales/productivity goals and through specific award and recognition
programs.
Seasonality
The Company's business, like that of most retailers, is subject to
seasonal influences, with a significant portion of its net sales and
net income realized during the fourth quarter of each year, which
includes the Christmas selling season. Generally, more than 30% of
the Company's sales and over 50% of its net income are generated
during the fourth quarter.
Competition
The retail department store business is highly competitive. The
Company's stores compete with several national and regional department
stores, specialty apparel stores, designer boutiques, outlet stores,
discount stores, general and mass merchandisers, and mail-order and
electronic commerce retailers, some of which have greater financial
and other resources than those of the Company. Management believes
that its knowledge of its trade areas and customer base, combined with
providing superior customer service and a broad selection of quality
fashion merchandise at appropriate prices in prime store locations,
provides a competitive advantage.
Associates
As of March 15, 2000, the Company employed approximately 56,000
associates, of which approximately 40% were employed on a part-time
basis. The Company hires additional temporary employees and increases
the hours of part-time employees during seasonal peak selling periods.
Approximately 200 of the Company's associates are covered by
collective bargaining agreements. The Company considers its relations
with its employees to be good.
Item 2. Properties.
The Company currently operates nine distribution facilities as
follows:
Stores Served Location of Facility Square Feet Owned/Leased
- --------------------- --------------------- ------------ --------------
Proffitt's Maryville, Tennessee 85,000 Owned
McRae's Jackson, Mississippi 164,000 Owned
Younkers Green Bay, Wisconsin 182,000 Owned
Younkers Ankeny, Iowa 102,000 Owned
Parisian Birmingham, Alabama 125,000 Owned
Herberger's St. Cloud, Minnesota 98,000 Owned
Carson Pirie Scott, Bergner's, Rockford, Illinois 585,000 Owned
and Boston Store
Saks Fifth Avenue and Off 5th Aberdeen, Maryland 514,000 Leased
Saks Fifth Avenue and Off 5th Ontario, California 120,000 Leased
The Company's principal administrative offices are as follows:
Office Location of Facility Square Feet Owned/Leased
- ------------------- --------------------- ---------- -----------
Proffitt's stores support offices/ Alcoa, Tennessee 44,000 Leased
corporate administrative offices
McRae's stores support offices/ Jackson, Mississippi 272,000 Owned
corporate administrative offices
Younkers stores support offices/ Des Moines, Iowa 127,000 Leased
corporate administrative offices
Parisian stores support offices/ Birmingham, Alabama 125,000 Owned
corporate administrative offices
Herberger's stores support offices St. Cloud, Minnesota 58,000 Owned
Carson Pirie Scott, Bergner's, and Milwaukee, Wisconsin 156,000 Owned
Boston Store stores support offices/
corporate administrative offices
Carson Pirie Scott, Bergner's, Boston Elmhurst, Illinois 41,500 Leased
Store, and Saks Fifth Avenue credit center
Saks Fifth Avenue support offices/
corporate administrative offices New York, New York 298,000 Leased
Saks Fifth Avenue support offices/
corporate administrative offices Hickory Ridge, Maryland 70,000 Leased
The Company has announced its plans to close and consolidate its
three southern distribution facilities located in Birmingham,
Alabama, Jackson, Mississippi, and Maryville, Tennessee and to
build a new 180,000 square foot state-of-the-art facility in
Steele, Alabama to serve its Parisian, McRae's, and Proffitt's
stores. The new center will be operational in mid-2001. The
Company also announced its plans to consolidate its St. Cloud
distribution facility currently serving the Herberger's stores
into its Rockford, Illinois center.
The Company plans to merge the support functions for the McRae's
stores into the Proffitt's support offices located in Alcoa,
Tennessee and the support functions for the Herberger's stores
into the Carson Pirie Scott support offices located in Milwaukee,
Wisconsin in the third quarter of 2000.
The following table sets forth information about the Company's
stores as of March 15, 2000. The majority of the Company's
stores are leased. Store leases generally require the Company to
pay the greater of a fixed minimum rent or an amount based on a
percentage of sales. Generally, the Company is responsible under
its store leases for a portion of mall promotion and common area
maintenance expenses and for certain utility, property tax, and
insurance expenses. Typically, the Company contributes to common
mall promotion, maintenance, property tax, and insurance expenses
at its owned locations. Generally, store leases have primary
terms ranging from 20 to 30 years and include renewal options
ranging from 5 to 15 years.
Owned Locations Leased Locations Total
- ----------------------------------------------------------------------------------------------------
Gross Gross Gross
Number Sq. Feet Number Sq. Feet Number Sq. Feet
Store Name of Units (in mil.) of Units (in mils.) of Units (in mils.) States of Operation
- ----------------------------------------------------------------------------------------------------
Proffitt's 11 1.5 20 1.8 31 3.3 GA, KY, NC, SC,
TN, VA, WV
McRae's 16 2.3 14 1.3 30 3.6 AL, FL, LA, MS
Younkers 3 .4 48 4.5 51 4.9 IL, IA, MI, MN,
NE, SD, WI
Parisian 12 1.6 31 3.7 43 5.3 AL, FL, GA, IN,
LA, MI, MS, OH,
SC, TN
Herberger's 4 .5 36 2.3 40 2.8 CO, IA, MN, MT,
NE, ND, SD, WI,
WY
Carson Pirie 8 1.8 24 3.2 32 5.0 IL, IN, MN
Scott
Boston Store 8 1.6 3 .3 11 1.9 WI
Bergner's 5 .6 9 .9 14 1.5 IL
Saks Fifth 30 4.0 31 2.3 61 6.3 AR, CA, CO, CT,
Avenue FL, GA, IL, LA
MD, MA, MI, MN,
MO, NE, NJ, NY,
OH, OK, OR, PA,
SC, TX, VA
Off 5 46 1.2 46 1.2 AR, CA, CO, CT,
FL, GA, HI, IL,
KS, MA, MI, MN,
NE, NJ, NC, NY,
OH, PA, SC, TN,
TX, VA
- ----------------------------------------------------------------------------------------------------
Totals 97 14.3 262 21.5 359 35.8
Item 3. Legal Proceedings.
The Company is involved in several legal proceedings arising from
its normal business activities and has accruals for losses where
appropriate. Management believes that none of these legal
proceedings will have an ongoing material adverse effect on the
Company's consolidated financial position, results of operations,
or liquidity.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Executive Officers of the Registrant.
The name, age, and position held with the Company for each of the
executive officers of the Company are set forth below.
Name Age Position
- ----------------------------------------------
R. Brad Martin 48 Chairman of the Board of
Directors and Chief
Executive Officer
James A. Coggin 58 President and Chief
Administrative Officer;
Director
Robert M. Mosco 51 President of Merchandising
and Chief Operating
Officer; Director
Douglas E. Coltharp 38 Executive Vice President
and Chief Financial Officer
Brian J. Martin 43 Executive Vice President of
Law and General Counsel
Julia A. Bentley 41 Senior Vice President of
Investor Relations and
Communications; Corporate
Secretary
Donald E. Wright 42 Senior Vice President of
Finance and Chief
Accounting Officer
R. Brad Martin has served as a Director since 1984 and became
Chairman of the Board in February 1987 and Chief Executive
Officer in July 1989. Mr. Martin previously served as President
from July 1989 until March 1994 and from September 1994 to March
1995. R. Brad Martin is the brother of Brian J. Martin.
James A. Coggin was named President and Chief Administrative
Officer of Saks Incorporated in November 1998. Mr. Coggin served
as President and Chief Operating Officer of the Company from
March 1995 to November 1998 and served as Executive Vice
President and Chief Administrative Officer of the Company from
March 1994 to March 1995. From June 1978 to March 1994, Mr.
Coggin served as Executive Vice President and Chief
Administrative Officer of McRae's, Inc. Mr. Coggin joined
McRae's, Inc. in 1971.
Robert M. Mosco was named President of Merchandising and Chief
Operating Officer of Saks Incorporated in November 1998. Mr.
Mosco served as President and Chief Executive Officer of
Proffitt's Merchandising Group from October 1996 until November
1998. Between February 1996 and October 1996, he served as
President and Chief Executive Officer of Younkers. Mr. Mosco
served as President and Chief Operating Officer of Younkers, Inc.
between 1992 and January 1996. From 1989 to 1992, he held the
position of Executive Vice President of Merchandising and
Marketing for Younkers, Inc. Mr. Mosco joined Younkers, Inc. in
1987. Mr. Mosco began his retail career with Gimbel's and later
worked for Rich's.
Douglas E. Coltharp joined the Company in November 1996 as
Executive Vice President and Chief Financial Officer. Mr.
Coltharp was with NationsBank (now Bank of America) from 1987 to
November 1996, where he held a variety of senior positions
including the post of Senior Vice President of Corporate Finance.
Brian J. Martin was promoted to Executive Vice President of Law
and General Counsel of the Company in May 1997. He served as
Senior Vice President of Human Resources and Law and General
Counsel from August 1995 to May 1997 and served as Senior Vice
President and General Counsel of Proffitt's from March 1995 to
August 1995. He joined the Company in 1994 as Vice President and
General Counsel. From June 1990 to May 1994, Mr. Martin was
affiliated with the Indianapolis, Indiana law firm of Barnes and
Thornburg. Mr. Martin served as Assistant Solicitor General of
the United States between January 1988 and June 1990. Brian J.
Martin is the brother of R. Brad Martin.
Julia A. Bentley has served as Senior Vice President of Investor
Relations and Communications and Secretary of the Company since
September 1997. Between March 1994 and September 1997, she held
the post of Senior Vice President of Investor Relations and
Planning and Secretary. Ms. Bentley joined the Company in 1987
and has held various financial positions, including Chief
Financial Officer. Prior to joining the Company, she was an
audit manager with an international accounting firm.
Donald E. Wright has served as Senior Vice President of Finance
and Chief Accounting Officer for the Company since April 1997.
Mr. Wright is a Certified Public Accountant and was a Partner
with the international accounting firm of Coopers & Lybrand LLP
(now PricewaterhouseCoopers LLP). He joined Coopers & Lybrand
LLP in 1979.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
The information set forth under the caption "Market Information,"
appearing on page 60 of the Saks Incorporated Annual Report to
Shareholders for the Fiscal Year Ended January 29, 2000 (the
"Annual Report"), is incorporated herein by reference.
Item 6. Selected Financial Data.
The information set forth under the caption "Five-Year Financial
Summary" appearing on page 17 of the Annual Report is
incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The information set forth under the caption "Management's
Discussion and Analysis" appearing on pages 18 through 26 of the
Annual Report is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk.
The Company's exposure to market risk primarily arises from
changes in interest rates. Changes in interest rates may
adversely affect the Company's financial position, results of
operations, and cash flows. The Company seeks to manage exposure
to adverse interest rate changes through its normal operating and
financing activities, and if appropriate, through the use of
derivative financial instruments. The Company does not enter
into derivative financial instruments for trading purposes. The
Company is exposed to interest rate risk primarily through its
securitization, borrowing, and derivative financial instrument
activities, which are described in Notes 4, 7, and 13 to the
Consolidated Financial Statements appearing on pages 35 and 36,
38 through 40, and 47, respectively, of the Annual Report are
incorporated herein by reference.
Based on the Company's market risk sensitive instruments
(including variable rate debt and derivative financial
instruments) outstanding at January 29, 2000, the Company has
determined that there was no material market risk exposure to the
Company's consolidated financial position, results of operations,
or cash flows as of such date.
Item 8. Financial Statements and Supplementary Data.
The consolidated Financial Statements and the Report of
Independent Accountants appearing on pages 27 through 59 of the
Annual Report are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information set forth under the caption "Election of
Directors" contained on pages 5 through 8 of the Saks
Incorporated Proxy Statement dated April 29, 2000 (the "Proxy
Statement"), with respect to Directors of the Company, is
incorporated herein by reference.
The information required under this item with respect to the
Company's Executive Officers is incorporated by reference from
Part I of this report under "Executive Officers of the
Registrant."
The information set forth under the caption "Section 16(a) of the
Securities Exchange Act of 1934" contained on page 17 of the
Proxy Statement, with respect to Director and Executive Officer
compliance with Section 16(a), is incorporated herein by
reference.
Item 11. Executive Compensation.
The information set forth under the captions "Directors' Fees"
and "Executive Compensation" contained on pages 9 and 10 through
12, respectively, of the Proxy Statement with respect to
executive compensation is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The information set forth under the caption "Outstanding Voting
Securities" contained on pages 3 through 5 of the Proxy Statement
with respect to security ownership of certain beneficial owners
and management is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions.
The information set forth under the captions "Further Information
Concerning Directors" contained on page 9 of the Proxy Statement
with respect to certain relationships and related transactions is
incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a)(1), (2), and (3) The responses to these portions of Item 14
are submitted as a separate
section of this report.
(b) Reports on Form 8-K filed during the fourth quarter.
A Report on Form 8-K was filed with the Commission on
February 11, 1999 regarding sales for the four weeks ended
January 30, 1999.
A Report on Form 8-K was filed with the Commission on
February 12, 1999 regarding the offering for sale of $200
million of 7-3/8% notes.
A Report on Form 8-K was filed with the Commission on
February 19, 1999 regarding the completion of issuance and
sale of $200 million of 7-3/8% notes.
A Report on Form 8-K was filed with the Commission on July
6, 1999 regarding the disposition of all assets of Saks
Stores Partnership, L.P.
A Report on Form 8-K was filed with the Commission on July
27, 1999 regarding the completion of issuance and sale of
$350 million of 7% notes.
Reports on Form 8-K were filed with the Commission on
November 16, 1999, December 15,
1999, and January 18, 2000 regarding the Company's accounts
receivable master trust.
(c) Exhibits The response to this portion of Item 14 is
submitted as a separate section of this report.
(d) Financial statement schedules The response to this portion
of Item 14 is submitted as a separate section of this
report.
ITEM 14(a)(1) AND (2) AND (d)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this report:
(1) Consolidated Financial Statements
The following Consolidated Financial Statements and Report
of Independent Accountants of Saks Incorporated and
Subsidiaries, included on pages 27 through 58 of the Saks
Incorporated Annual Report to Shareholders for the Fiscal
Year Ended January 29, 2000, are incorporated by reference
in Item 8:
* Consolidated Balance Sheets as of January 29, 2000 and
January 30, 1999
* Consolidated Statements of Income for Fiscal Years Ended
January 29, 2000, January 30, 1999, and January 31, 1998
* Consolidated Statements of Changes in Shareholders' Equity
for Fiscal Years Ended January 29, 2000, January 30, 1999,
and January 31, 1998
* Consolidated Statements of Cash Flows for Fiscal Years Ended
January 29, 2000, January 30, 1999, and January 31 1998
* Notes to Consolidated Financial Statements
(2) Schedules to Financial Statements
The following Consolidated Financial Statement Schedule of
Saks Incorporated and Subsidiaries and the Related report of
Independent Accountants are included in item 14(d):
Valuation and Qualifying Accounts
All other schedules for which provision is made in the
applicable accounting regulation of the Securities and
Exchange Commission are not required under the related
instructions or are inapplicable and therefore have been
omitted.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Saks Incorporated
Date: April 26, 2000 /s/ Douglas E. Coltharp
________________________________
Douglas E. Coltharp
Executive Vice President and
Chief Financial Officer
Principal Accounting Officer
/s/ Donald E. Wright
________________________________
Donald E. Wright
Senior Vice President of
Finance and Accounting
Principal Accounting Officer
Pursuant to the requirements of the Securities and Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities on the
dates indicated.
/s/ R. Brad Martin
________________________________
R. Brad Martin
Chairman of the Board and
Chief Executive Officer
Principal Executive Officer
/s/ Ronald de Waal
________________________________
Ronald de Waal
Vice Chairman of the Board
/s/ James A. Coggin
________________________________
James A. Coggin
President and Chief Administrative Officer
Director
/s/ Robert M. Mosco
________________________________
Robert M. Mosco
President of Merchandising and Chief
Operating Officer
Director
/s/ Bernard E. Bernstein
________________________________
Bernard E. Bernstein
Director
/s/ Stanton J. Bluestone
________________________________
Stanton J. Bluestone
Director
/s/ John W. Burden, III
________________________________
John W. Burden, III
Director
/s/ Edmond D. Cicala
________________________________
Edmond D. Cicala
Director
/s/ Julius W. Erving
________________________________
Julius W. Erving
Director
/s/ Michael S. Gross
________________________________
Michael S. Gross
Director
/s/ Donald E. Hess
________________________________
Donald E. Hess
Director
/s/ G. David Hurd
_______________________________
G. David Hurd
Director
/s/ Philip B. Miller
_______________________________
Philip B. Miller
Director
/s/ C. Warren Neel
_______________________________
C. Warren Neel
Director
/s/ Charles J. Philippin
_______________________________
Charles J. Philippin
Director
/s/ Stephen I. Sadove
_______________________________
Stephen I. Sadove
Director
_______________________________
Marguerite W. Sallee
Director
/s/ Gerald Tsai, Jr.
_______________________________
Gerald Tsai, Jr.
Director
/s/ Julia A. Bentley
_______________________________
Julia A. Bentley
Senior Vice President and Secretary
FORM 10-K -- ITEM 14(a)(3) AND 14(c)
SAKS INCORPORATED AND SUBSIDIARIES
(formerly Proffitt's, Inc.)
EXHIBITS
Exhibit
No. Description
-------- ----------------
3.1 *Amended and Restated Charter of the Company
3.2 Amended and Restated Bylaws of the Company
(incorporated by reference from the Exhibits to
the Form 10-K of Saks Incorporated for the fiscal
year ended January 30, 1999)
4.1 Indenture, dated as of November 9, 1998, among the
Company, the Subsidiary Guarantors, and The First
National Bank of Chicago, as trustee ($500 million
of 8-1/4% Notes due 2008) (incorporated by
reference from the Exhibits to the Form 8-K of
Saks Incorporated dated November 9, 1998)
4.2 Indenture, dated as of November 25, 1998, among
the Company, the Subsidiary Guarantors, and The
First National Bank of Chicago, as trustee ($350
million of 7-1/4% Notes due 2004) (incorporated by
reference from the Exhibits to the Form 8-K of
Saks Incorporated dated December 2, 1998)
4.3 Indenture, dated as of December 2, 1998, among the
Company, the Subsidiary Guarantors, and The First
National Bank of Chicago, as trustee ($250 million
of 7-1/2% Notes due 2010) (incorporated by
reference from the Exhibits to the Form 8-K of
Saks Incorporated dated December 2, 1998)
4.4 Indenture, dated as of February 17, 1999, among
the Company, the Subsidiary Guarantors, and The
First National Bank of Chicago, as trustee ($200
million, 7-3/8% Notes, due 2019) (incorporated by
reference from the Exhibits to the Form 8-K of
Saks Incorporated dated February 18, 1999)
4.5 Supplemental Indenture dated as of September 17,
1998, between Saks Holdings, Inc. and Bankers
Trust Company, as trustee (incorporated by
reference from the Exhibits to the Form 8-K of
Saks Incorporated dated September 23, 1998)
4.6 Registration Rights Agreement between Proffitt's,
Inc. and Parisian, Inc. dated July 8, 1996
(incorporated by reference from the Exhibits to
the Form S-4 Registration Statement No. 333-09043
of Proffitt's, Inc. dated August 16, 1996)
4.7 Registration Rights Agreement between Proffitt's,
Inc. and certain specified stockholders of Saks
Holdings, Inc. dated July 4, 1998 (incorporated by
reference from the Exhibits to the Form 8-K of
Proffitt's, Inc. dated July 8, 1998)
4.8 Stockholders' Agreement between Proffitt's, Inc.
and certain specified stockholders of Saks
Holdings, Inc. dated July 4, 1998 (incorporated by
reference from the Exhibits to the Form 8-K of
Proffitt's, Inc. dated July 8, 1998)
4.9 Rights Agreement, dated as of March 28, 1995, by
and between Proffitt's, Inc. and Union Planters
National Bank, as Rights Agent (incorporated by
reference from the Exhibits to the Form 8-K of
Proffitt's, Inc. dated April 3, 1995)
4.10 Amendment No. 1, dated as of March 25, 1998, to
the Rights Agreement, dated as of March 28, 1995,
between the Registrant and Union Planters Bank,
N.A., as Rights Agent (incorporated by reference
to the Exhibits to the Form 8-K of Proffitt's,
Inc. dated March 26, 1998).
4.11 Indenture, dated as of July 23, 1999, by and among
the Company, the Subsidiary Guarantors and The
First National Bank of Chicago, as trustee ($350
million, 7% Notes, due 2004 (incorporated by
reference from the Exhibits to the Saks
Incorporated 8-K dated July 27, 1999)
10.1 LC Account Agreement dated February 2, 1998, by
and between Proffitt's, Inc. and NationsBank,
N.A., as Agent (incorporated by reference from the
Exhibits to the Form 8-K of Proffitt's, Inc. dated
February 17, 1998)
10.2 Pooling and Servicing Agreement among Younkers
Credit Corporation, Younkers, Inc., and Union
Planters National Bank, as rights agent, dated
March 28, 1995 (incorporated by reference from the
Exhibits to the Form 10-Q of Younkers, Inc. for
the quarter ended July 29, 1995)
10.3 Series 1995-1 Supplement to Pooling and Servicing
Agreement among Younkers Credit Corporation,
Younkers, Inc., and Chemical Bank, as Trustee,
dated June 13, 1995 (incorporated by reference
from the Exhibits to the Form 10-Q of Younkers,
Inc. for the quarter ended July 29, 1995)
10.4 Amendment No. 2 to Pooling and Servicing Agreement
among Younkers Credit Corporation, Proffitt's,
Inc. (successor-by-merger to Younkers, Inc.), and
The Chase Manhattan Bank (formerly known as Chase
Bank), as Trustee, dated February 1, 1997
(incorporated by reference from the Exhibits to
the Form 10-K of Proffitt's, Inc. for the fiscal
year ended February 1, 1997)
10.5 Amendment No. 3 to Pooling and Servicing Agreement
among Younkers Credit Corporation, Proffitt's,
Inc. (successor-by-merger to Younkers, Inc.), and
The Chase Manhattan Bank (formerly known as Chase
Bank), as Trustee, dated May 6, 1998 (incorporated
by reference from the Exhibits to the Form 10-K of
Saks Incorporated for the fiscal year ended
January 30, 1999)
10.6 Receivables Purchase Agreement between Younkers
Credit Corporation and Younkers, Inc. dated June
13, 1995 (incorporated by reference from the
Exhibits to the Form 10-Q of Younkers, Inc. for
the quarter ended July 29, 1995)
10.7 First Amendment to the Receivables Purchase
Agreement between Younkers Credit Corporation and
Proffitt's, Inc. (as successor-by-merger to
Younkers, Inc.) dated February 2, 1998
(incorporated by reference from the Exhibits to
the Form 10-K of Proffitt's, Inc. for the fiscal
year ended January 31, 1998)
10.8 Series 1995-2 Supplement to Pooling and Servicing
Agreement dated as of June 13, 1995 among Younkers
Credit Corporation, Younkers, Inc., and Chemical
Bank, as Trustee, dated July 18, 1995
(incorporated by reference from the Exhibits to
the Form 10-Q of Younkers, Inc. for the quarter
ended July 29, 1995)
10.9 Series 1997-2 Supplement dated as of August 21,
1997, by and among Proffitt's Credit Corporation,
as Transferor, Proffitt's, Inc., as Servicer, and
Norwest Bank Minnesota, National Association, as
Trustee (incorporated by reference from the
Exhibits to the form 8-K/A filed by the Proffitt's
Credit Card Master Trust and Proffitt's Credit
Corporation on September 23, 1997)
10.10 Series 1998-1 Supplement dated as of May 6, 1998,
by and among Proffitt's Credit Corporation, as
Transferor, Proffitt's, Inc., as Servicer, and
Norwest Bank Minnesota, National Association, as
Trustee (incorporated by reference from the
Exhibits to the Form 10-K of Saks Incorporated for
the fiscal year ended January 30, 1999)
10.11 Series 1998-2 Supplement dated as of May 21, 1998,
by and among Proffitt's Credit Corporation, as
Transferor, Proffitt's, Inc., as Servicer, and
Norwest Bank Minnesota, National Association, as
Trustee (incorporated by reference from the
Exhibits to the Form 10-K of Saks Incorporated for
the fiscal year ended January 30, 1999)
10.12 Credit Agreement among Saks Incorporated, Bank of
America, N.A. as Agent, several Banks as Agents,
and several Banks as Lenders, dated as of August
26, 1999 (incorporated by reference from the Saks
Incorporated Form 10-Q for the fiscal quarter
ended July 31, 1999)
10.13 Second Amended and Restated Credit Agreement among
Saks Incorporated, Bank of America, N.A. as Agent,
several other Banks as Agents, and several Banks
as Lenders, dated as of August 26, 1999
(incorporated by reference from the Saks
Incorporated Form 10-Q for the fiscal quarter
ended July 31, 1999)
10.14 Series 1999-1 Supplement dated as of July 21,
1999, to the Master Pooling and Servicing
Agreement dated as of August 21, 1997, among Saks
Credit Corporation, as Transferor, Saks
Incorporated, as Servicer, and Norwest Bank
Minnesota, National Association, as Trustee
(incorporated by reference from the Saks Credit
Card Master Trust Form 8-K dated July 28, 1999)
10.15 Master Pooling and Servicing Agreement dated as of
August 21, 1997, by and among Saks Credit
Corporation, Saks Incorporated, and Norwest Bank
Minnesota, National Association, as Trustee, as
amended by Amendment No. 1 dated as of February 2,
1998, and Amendment No. 2 dated as of July 1, 1999
(incorporated by reference to Exhibits to the Saks
Credit Card Master Trust Current Report on Form 8-
K filed on September 23, 1997, Exhibits to the
Registrant's Current Report on Form 8-K filed on
February 18, 1998 and Exhibits to the Registrant's
Current Report on Form 8-K filed on July 2, 1999).
10.16 Receivables Purchase Agreement dated as of July 1,
1999 by and among National Bank of the Great
Lakes, Saks Credit Corporation, and Saks
Incorporated (incorporated by reference to
Exhibits to the Saks Credit Card Master Trust
Current Report on Form 8-K filed on July 2, 1999).
10.17 *Transfer and Administration Agreement dated as of
July 1, 1999 among Enterprise Funding Corporation,
Saks Transitional Credit Corporation, Saks
Incorporated, and NationsBank, N.A.
10.18 *Receivables Purchase Agreement dated as of July
1, 1999 among National Bank of the Great Lakes,
Saks Transitional Credit Corporation, and Saks
Incorporated
MANAGEMENT CONTRACTS, COMPENSATORY PLANS, OR ARRANGEMENTS, ETC.
10.19 Proffitt's, Inc. 1987 Stock Option Plan, as
amended (incorporated by reference from the
Exhibits to the Form S-8 Registration Statement
No. 33-46306 of Proffitt's, Inc. dated March 10,
1992)
10.20 Saks Incorporated Amended and Restated Employee
Stock Purchase Plan (incorporated by reference
from the Exhibits to the Form 10-K of Saks
Incorporated for the fiscal year ended January 30,
1999)
10.21 Saks Incorporated Amended and Restated 1994 Long-
Term Incentive Plan (incorporated by reference
from the Exhibits to the Form 10-K of Saks
Incorporated for the fiscal year ended January 30,
1999)
10.22 Saks Incorporated Amended and Restated 1997 Stock-
Based Incentive Plan (incorporated by reference
from the Exhibits to the Form 10-K of Saks
Incorporated for the fiscal year ended January 30,
1999)
10.23 Saks Incorporated 401(k) Retirement Plan
(incorporated by reference from the Exhibits to
the Form 10-K of Saks Incorporated for the fiscal
year ended January 30, 1999)
10.24 Trust Agreement for the Saks Incorporated 401(k)
Retirement Plan (incorporated by reference from
the Exhibits to the Form 10-K of Saks Incorporated
for the fiscal year ended January 30, 1999)
10.25 Saks Incorporated Supplemental Savings Plan
(incorporated by reference from the Exhibits to
the Form 10-K of Saks Incorporated for the fiscal
year ended January 30, 1999)
10.26 Trust Agreement for the Saks Incorporated
Supplemental Savings Plan (incorporated by
reference from the Exhibits to the Form 10-K of
Saks Incorporated for the fiscal year ended
January 30, 1999)
10.27 First Amendment to Proffitt's, Inc. Supplemental
Savings Plan (incorporated by reference from the
Exhibits to the Form 10-K of Proffitt's, Inc. for
the fiscal year ended January 31, 1998)
10.28 Second Amendment to Proffitt's, Inc. Supplemental
Savings Plan (incorporated by reference from the
Exhibits to the Form 10-K of Proffitt's, Inc. for
the fiscal year ended January 31, 1998)
10.29 G.R. Herberger's, Inc. 401(k) Employee Stock
Purchase Plan and Employee Stock Ownership Plan
(incorporated by reference from the Exhibits to
the Form S-8 Registration Statement No. 333-27813
of Proffitt's, Inc. dated May 27, 1997)
10.30 Third Amendment and Restatement of the Parisian,
Inc. Stock Option Plan for Officers (incorporated
by reference from the Exhibits to the Form 10-K of
Proffitt's, Inc. for the fiscal year ended
February 1, 1997)
10.31 First Amendment and Restatement of The Parisian,
Inc. Management Incentive Plan(incorporated by
reference from the Exhibits to the Form 10-K of
Proffitt's, Inc. for the fiscal year ended
February 1, 1997)
10.32 Younkers, Inc. Stock and Incentive Plan
(incorporated by reference from the Exhibits to
the Form S-1 Registration Statement No. 33-45771
of Younkers, Inc.)
10.33 Younkers, Inc. Management Stock Option Plan
(incorporated by reference from the Exhibits to
the Form S-1 Registration Statement No. 33-45771
of Younkers, Inc.)
10.34 Younkers, Inc. 1993 Long-Term Incentive Plan
(incorporated by reference from the Exhibits to
the Form S-8 Registration Statement No. 33-59224
of Younkers, Inc.)
10.35 Form of Younkers, Inc. Deferred Compensation Plan
(incorporated by reference from the Exhibits to
the Form 10-Q of Younkers, Inc. for the quarter
ended May 1, 1993)
10.36 Carson Pirie Scott & Co. Supplemental Executive
Retirement Plan (incorporated by reference to
Carson Pirie Scott & Co. Common Shares
Registration Statement No. 33-67514)
10.37 Carson Pirie Scott & Co. Deferred Compensation
Plan (incorporated by reference from the Exhibits
to the Form 10-K of Carson Pirie Scott & Co. for
the fiscal year ended January 28, 1995)
10.38 Carson Pirie Scott & Co. 1993 Stock Incentive Plan
as Amended and Restated as of March 19, 1997
(incorporated by reference from the Exhibits to
the Form 10-K of Carson Pirie Scott & Co. for the
fiscal year ended February 2, 1997)
10.39 Carson Pirie Scott & Co. 1996 Long-Term Incentive
Plan (incorporated by reference from the Exhibits
to the Form 10-K of Carson Pirie Scott & Co. for
the fiscal year ended February 2, 1997)
10.40 Carson Pirie Scott & Co. Savings Plan
(incorporated by reference from the Exhibits to
the Form S-8 Carson Pirie Scott & Co. Registration
Statement No. 33-93012)
10.41 Saks Fifth Avenue Retirement Savings Plan
(incorporated by reference from the Exhibits to
the Form S-8 Saks Incorporated Registration
Statement No. 333-66759)
10.42 Saks Holdings, Inc. 1996 Management Stock
Incentive Plan (incorporated by reference from the
Exhibits to the Form S-1 of Saks Holdings, Inc.
filed with the Commission on August 29, 1996)
10.43 Saks Fifth Avenue Supplemental Pension Plan,
effective July 2, 1990 (incorporated by reference
from the Exhibits to the Form 10-K of Saks
Holdings, Inc. for the fiscal year ended January
31, 1998)
10.44 Saks Holdings, Inc. Senior Management Stock
Incentive Plan, dated as of October 17, 1990
(incorporated by reference from the Exhibits to
the Form 10-K of Saks Holdings, Inc. for the
fiscal year ended January 31, 1998)
10.45 Saks Holdings, Inc. 1996 Management Stock
Incentive Plan, dated as of February 1, 1996
(incorporated by reference from the Exhibits to
the Form 10-K of Saks Holdings, Inc. for the
fiscal year ended January 31, 1998)
10.46 Amendment to the Saks Holdings, Inc. 1996
Management Stock Incentive Plan, dated as of
February 1, 1996 (incorporated by reference from
the Exhibits to the Form 10-K of Saks Holdings,
Inc. for the fiscal year ended January 31, 1998)
10.47 $500,000 Loan Agreement between Proffitt's, Inc.
and R. Brad Martin dated February 1, 1989
(incorporated by reference from the Exhibits to
the Form 10-K of Proffitt's, Inc. for the fiscal
year ended January 28, 1989)
10.48 Form of Deferred Compensation Agreement between
Younkers, Inc. and Robert M. Mosco, as amended
(incorporated by reference from the Exhibits to
the Form S-1 Registration Statement No. 33-45771
of Younkers, Inc.)
10.49 *Form of Sixth Amended and Restated Employment
Agreement by and between R. Brad Martin, Chairman
and Chief Executive Officer, and Saks Incorporated
dated March 1, 2000
10.50 Form of Restricted Stock Grant Agreement under the
Proffitt's, Inc. 1994 Long-Term Incentive Plan
granted to R. Brad Martin dated October 11, 1996
(incorporated by reference from the Exhibits to
the Form 10-Q of Proffitt's, Inc. for the quarter
ended November 2, 1997)
10.51 Form of Restricted Stock Grant Agreement under the
Proffitt's, Inc. 1997 Stock-Based Incentive Plan
granted to R. Brad Martin dated January 31, 1998
(incorporated by reference from the Exhibits to
the Form 10-K of Proffitt's, Inc. for the fiscal
year ended January 31, 1998)
10.52 *Form of Employment Agreement between Saks
Incorporated and Robert M. Mosco, President of
Merchandising and Chief Operating Officer dated
March 1, 2000
10.53 Form of Restricted Stock Grant Agreement under the
Proffitt's, Inc. 1994 Long-Term Incentive Plan
granted to Robert M. Mosco dated October 28, 1996
(incorporated by reference from the Exhibits to
the Form 10-Q of Proffitt's, Inc. for the quarter
ended November 2, 1997)
10.54 Form of Restricted Stock Grant Agreement under the
Proffitt's, Inc. 1997 Stock-Based Incentive Plan
granted to Robert M. Mosco dated January 31, 1998
(incorporated by reference from the Exhibits to
the Form 10-K of Proffitt's, Inc. for the fiscal
year ended January 31, 1998)
10.55 *Form of Employment Agreement by and between Saks
Incorporated and James A. Coggin, President and
Chief Administrative Officer dated March 1, 2000
10.56 Form of Restricted Stock Grant Agreement under the
Proffitt's, Inc. 1994 Long-Term Incentive Plan
granted to James A. Coggin dated October 28, 1996
(incorporated by reference from the Exhibits to
the Form 10-Q of Proffitt's, Inc. for the quarter
ended November 2, 1997)
10.57 Form of Restricted Stock Grant Agreement under the
Proffitt's, Inc. 1997 Stock-Based Incentive Plan
granted to James A. Coggin dated January 31, 1998
(incorporated by reference from the Exhibits to
the Form 10-K of Proffitt's, Inc. for the fiscal
year ended January 31, 1998)
10.58 *Form of Employment Agreement between Saks
Incorporated and Douglas E. Coltharp, Executive
Vice President and Chief Financial Officer dated
March 1, 2000
10.59 Form of Restricted Stock Grant Agreement under the
Proffitt's, Inc. 1994 Long-Term Incentive Plan
granted to Douglas E. Coltharp dated November 25,
1996 (incorporated by reference from the Exhibits
to the Form 10-Q of Proffitt's, Inc. for the
quarter ended November 2, 1997)
10.60 Form of Restricted Stock Grant Agreement under the
Proffitt's, Inc. 1997 Stock-Based Incentive Plan
granted to Douglas E. Coltharp dated January 31,
1998 (incorporated by reference from the Exhibits
to the Form 10-K of Proffitt's, Inc. for the
fiscal year ended January 31, 1998)
10.61 *Form of Employment Agreement between Saks
Incorporated and Brian J. Martin, Executive Vice
President and General Counsel dated March 1, 2000
10.62 Form of Restricted Stock Grant Agreement under the
Proffitt's, Inc. 1994 Long-Term Incentive Plan
granted to Brian J. Martin dated October 28, 1996
(incorporated by reference from the Exhibits to
the Form 10-Q of Proffitt's, Inc. for the quarter
ended November 2, 1997)
10.63 Form of Restricted Stock Grant Agreement under the
Proffitt's, Inc. 1997 Stock-Based Incentive Plan
granted to Brian J. Martin dated January 31, 1998
(incorporated by reference from the Exhibits to
the Form 10-K of Proffitt's, Inc. for the fiscal
year ended January 31, 1998)
10.64 *Form of Employment Agreement by and between Saks
Incorporated and Donald E. Wright dated March 1,
2000
10.65 Form of Restricted Stock Grant Agreement under the
Proffitt's, Inc. 1997 Stock-Based Incentive Plan
granted to Donald E. Wright dated January 31, 1998
(incorporated by reference from the Exhibits to
the Form 10-K of Proffitt's, Inc. for the fiscal
year ended January 31, 1998)
10.66 Form of Employment Agreement by and between
Proffitt's, Inc. and Stanton J. Bluestone dated
October 29, 1997 (incorporated by reference from
the Exhibits to the Form 10-K of Proffitt's, Inc.
for the fiscal year ended January 31, 1998)
10.67 Form of Employment Agreement by and between Saks
Holdings, Inc., Proffitt's, Inc. and Philip B.
Miller dated as of September 3, 1998 (incorporated
by reference from the Exhibits to the Form 8-K of
Saks Incorporated dated September 23, 1998)
10.68 *Form of Saks Incorporated 1998 Senior Executive Bonus
Plan
10.69 *Form of Saks Fifth Avenue Pension Plan
13.1 *Annual Report to Shareholders for the fiscal year
ended January 29, 2000 (not to be deemed filed
except for those portions thereof which are
incorporated herein by reference in this filing)
21.1 *Subsidiaries of the registrant
23.1 *Consents of Independent Accountants
27.1 *Financial Data Schedule
99.1 *Cautionary Statements Relating to Forward-Looking
Information
*Filed as a current year Exhibit.