This Amendment No. 4 (this “Amendment No. 4”) amends and supplements the Statement on Schedule 13D, dated May 5, 2009 (as amended, the “Schedule 13D”), filed jointly by (i) Diego Della Valle & C. S.A.P.A., an Italian limited partnership represented by shares (“DDV”), and (ii) Diego Della Valle, an individual (DDV and Diego Della Valle are collectively referred to as the “Reporting Persons” and each of them is individually referred to as a “Reporting Pers on”) with respect to the common stock, par value $0.10 per share (the “Shares”), of Saks Incorporated, a Tennessee corporation (the “Issuer”). Capitalized terms used in this Amendment No. 4 without definition have the meanings ascribed to them in the Schedule 13D.
This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
| 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of Schedule 13D is hereby amended and restated in its entirety to read as follows:
During the period from February 20, 2009 to May 7, 2009, DDV acquired 8,480,000 Shares through a series of purchases from authorized brokers for total consideration of $30,330,726 (including commissions) in cash paid from its working capital.
During the period from March 8, 2010 to March 10, 2010, DDV acquired an additional 2,900,000 Shares through a series of purchases from authorized brokers for total consideration of $22,333,270 (including commissions) in cash paid from its working capital.
During the period from March 11, 2010 to March 16, 2010, DDV acquired an additional 3,620,000 Shares through a series of purchases from authorized brokers for total consideration of $30,153,229 (including commissions) in cash paid from its working capital.
During the period from October 12, 2010 to October 18, 2010, DDV acquired an additional 2,900,000 Shares through a series of purchases from authorized brokers for total consideration of $29,337,271 (including commissions) in cash paid from its working capital.
On October 19, 2010 DDV acquired an additional 2,500,000 Shares through authorized brokers for total consideration of $26,971,500 (including commissions) in cash paid from its working capital. On the same date, DDV acquired from Mediobanca – Banca di Credito Finanziario (“Mediobanca”) over-the-counter American-style call options to purchase 8,000,000 Shares (the “Call Options”) for an aggregate premium amount of $6,400,000. See Item 6. All of the funds required to acquire the Call Options were obtained from the working capital of DDV.
On October 21, 2010 DDV acquired an additional 2,250,000 Shares through authorized brokers for total consideration of $24,769,800 (including commissions) in cash paid from its working capital.
| 4. | Purpose of Transaction. |
Item 4 of Schedule 13D is hereby amended and restated in its entirety to read as follows:
The Reporting Persons acquired the Shares for investment purposes. The Reporting Persons evaluate on an ongoing basis the Issuer’s financial condition, economic results and prospects and their interest in, and intentions with respect to, the Issuer. Accordingly, the Reporting Persons reserve the right to change their plans and intentions at any time, as they deem appropriate.
In particular, the Reporting Persons may at any time and from time to time acquire additional securities of the Issuer, dispose of such securities, seek the views of, hold discussions with and respond to inquiries from representatives of the Issuer, significant shareholders and other persons regarding the Issuer’s affairs and potential strategies for strengthening and further enhancing the Issuer’s business and operations. On the basis of their evaluations mentioned above, the Reporting Persons may decide to become strategic and long-term shareholders of the Issuer and, in such case, they would consider seeking representation on the board of directors of the Issuer.
| 5. | Interest in Securities of the Issuer. |
Item 5 of Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a) As of the date of this Schedule 13D, the Reporting Persons beneficially owned (or are deemed, solely for purposes of Rule 13d-3 under the Exchange Act, to have beneficially owned), directly or indirectly, an aggregate of 30,650,000 Shares (which includes 8,000,000 Shares underlying the Call Options) representing approximately 19.05% of the total number of outstanding shares of common stock of the Issuer. DDV has direct beneficial ownership of all the Shares. Mr. Della Valle has indirect beneficial ownership of all the Shares.
The percentages disclosed in this Schedule 13D are calculated based upon a total of 160,911,614 shares of common stock issued and outstanding as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission
on September 1, 2010.
(b) DDV has the sole power to vote, direct the voting of, dispose of and direct the disposition of 22,650,000 Shares. Mr. Della Valle, as the sole general partner of DDV, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Exchange Act) such Shares. Consequently, Mr. Della Valle may be deemed to share with DDV the power to vote, direct the voting of, dispose of and direct the disposition of 22,650,000 Shares. None of the Reporting Persons possesses any voting or dispositive power over the 8,000,000 Shares underlying the Call Options.
(c) The transactions in the Shares that may be deemed to be beneficially owned by a Reporting Person are set forth on Schedule A attached hereto. All such transactions were effected in the open market.
(d) Except as set forth in this Schedule 13D, to the knowledge of the Reporting Persons, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common shares of stock covered by this Schedule 13D.
(e) Not applicable.
| 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
On October 19, 2010, DDV acquired from Mediobanca the Call Options to purchase 8,000,000 Shares at the strike price of $12.95 for an aggregate premium amount of $6,400,000. All or a portion of the Call Options may be exercised by DDV from time to time, until December 30, 2011, and will be settled by delivery of Shares.
A copy of the confirmation for the Call Options is attached hereto as Exhibit B and incorporated herein by reference. The foregoing summary of the Call Options is qualified in its entirety by reference to the confirmation.
Except for the matters described herein, the Reporting Persons do not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to the securities of the Issuer.
| 7. | Materials to be Filed as Exhibits. |
| | Exhibit A: | Joint Filing Agreement, dated May 15, 2009 between Diego Della Valle & C. S.A.P.A. and Diego Della Valle. |
| | Exhibit B: | Call Option Confirmation, dated October 19, 2010 between Diego Della Valle & C. S.A.P.A. and Mediobanca – Banca di Credito Finanziario S.p.A. |
