Saks 10-Q/A 2003 Q2 Quarterly report (amended)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10Q/A

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended August 3, 2002
OR
o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ___________ to ___________
For Quarter Ended: August 3, 2002
Commission File Number: 1-13113
SAKS INCORPORATED
(Exact name of Registrant as specified in its charter)
Tennessee
(State of incorporation)
62-0331040
(I.R.S. Employer Identification Number)
750 Lakeshore Parkway, Birmingham, Alabama 35211
(Address of principal executive offices including zip code)
(205) 940-4000
(Registrant’s telephone number, including area code)

Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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  o

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $.10 Par Value – 143,707,626 shares as of March 20, 2003

The Exhibit Index is on page 3

SAKS INCORPORATED

Introduction

This Form 10-Q/A amends the Form 10-Q for the quarter ended August 3, 2002 filed by the registrant on September 17, 2002.  The only amendment made by this Form 10-Q/A is to add an Exhibit to Part II, Item 6-Exhibits and Reports on Form 8-K.  Except as so amended, the Form 10-Q for the quarter ended August 3, 2002 filed by the registrant on September 17, 2002 remains in effect and unchanged.  This Form 10-Q/A includes no financial statements.

PART II

Item 6. Exhibits and Reports on Form 8-K

            (a) Exhibits

            See Exhibit Index

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Exhibit Index

	2.1	Purchase and Sale Agreement dated as of July 26, 2002 among Saks Incorporated, National Bank of the Great Lakes, Saks Credit Corporation, and Household Bank (SB), N.A., as amended.*
*     This Exhibit begins on page 9.  All schedules and exhibits to this Exhibit, except Exhibit 2.1(a)-1 and Exhibit 2.1(a)-2, have been omitted in accordance with 17 CFR §229.601(b)(2).  The registrant agrees to furnish supplementally a copy of all omitted schedules and exhibits to the Securities and Exchange Commission upon its request.

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SIGNATURES

Pursuant to the requirements 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,

Registrant

March 21, 2003

/s/ DOUGLAS E. COLTHARP

Douglas E. Coltharp
Executive Vice President and
Chief Financial Officer

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CERTIFICATIONS

Pursuant to the certification requirements of Section 302 of the Sarbanes-Oxley Act of 2002, the principal executive officer and principal financial officer of the registrant have complied as follows.

I, R. Brad Martin, Chairman of the Board of Directors and Chief Executive Officer of Saks Incorporated, certify that:

1.	I have reviewed this quarterly report on Form 10Q of Saks Incorporated;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report.
4.	The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:
		a.	designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
		b.	evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
		c.	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The Company’s other certifying officers and I have disclosed, based on our most recent evaluation, to the Company’s auditors and the audit committee of Company’s board of directors (or persons performing the equivalent function):
		a.	all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material

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			weaknesses in internal controls; and
		b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; and
6.	The Company’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
				March 21, 2003
				Date
				/s/ R. BRAD MARTIN
				R. Brad Martin Chairman of the Board of Directors and Chief Executive Officer

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I, Douglas E. Coltharp, Executive Vice President and Chief Financial Officer of Saks Incorporated, certify that:

1.	I have reviewed this quarterly report on Form 10Q of Saks Incorporated;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report.
4.	The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:
		a.	designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
		b.	evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
		c.	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The Company’s other certifying officers and I have disclosed, based on our most recent evaluation, to the Company’s auditors and the audit committee of Company’s board of directors (or persons performing the equivalent function):
		a.	all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls; and
		b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; and

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6.	The Company’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
		March 21, 2003
		Date
		/s/ DOUGLAS E. COLTHARP
		Douglas E. Coltharp Executive Vice President and Chief Financial Officer

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