__________________________________________________________________
___________________________________________________________________
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