_________________________________________________________________
_________________________________________________________________
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)
( ) 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 30, 1999
(X) Transition Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (No fee required) For the transition
period from January 31, 1999 to July 2, 1999
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: December 20, 1999 By: /s/ Donald E. Wright
__________________________
Donald E. Wright
Senior Vice President of
Finance and Accounting
EXHIBIT INDEX
Exhibit Number Description of Document Page
- -------------- ----------------------- ----
23.1 Consent of Independent Accountants
(PricewaterhouseCoopers)
Carson Pirie Scott & Co. Savings Plan
Financial Statements and Supplemental Schedules
July 2, 1999 and January 30, 1999
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 July
2, 1999 and January 30, 1999 . . . . . . . . . . . . . . . 2
Statement of Changes in Net Assets Available for Plan
Benefits for the period from January 31, 1999 to July 2,
1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Notes to Financial Statements . . . . . . . . . . . . . .4-8
Supplemental Schedules:
* Item 27a - Schedule of Assets Held for Investment
Purposes July 2, 1999. . . . . . . . . . . . . . . . . . . 9
* Item 27d - Schedule of Reportable Transactions for the
period from January 31, 1999 to July 2, 1999 . . . . . 10-12
* Refers to item number in Form 5500 (Annual Return/Report of
Employee Benefit Plan) for the period from January 31, 1999 to
July 2, 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 July 2, 1999 and
January 30, 1999 and the changes in net assets available for plan
benefits for the period from January 31, 1999 to July 2, 1999 in
conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Plan's
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.
As described in Note 1 to the accompanying financial statements,
the Plan has been amended and merged into another plan of the plan
sponsor. Accordingly, the assets of the Plan have been transferred
to the other plan prior to or on July 2, 1999.
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). These supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules
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.
December 13, 1999
PricewaterhouseCoopers LLP
Carson Pirie Scott & Co. Savings Plan
Statements of Net Assets Available for Plan Benefits
July 2, 1999 and January 31, 1999
July 2, January 31,
1999 1999
---------- -----------
Investments, at fair value $ $82,119,944
Receivables:
Employer contributions 92,044
Employee contributions 259,327
Interest 87,390
---------- ----------
Total assets 0 82,558,705
Accrued administrative fees 27,200
Due to brokers, net 182,553
---------- ----------
Net assets available for plan benefits $ 0 $82,348,952
========== ==========
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 period from January 31, 1999 to July 2, 1999
Increase in net assets available for plan benefits:
Interest and dividend income $1,006,144
Net appreciation in the fair market value of
investments 4,490,051
Employer contributions 774,986
Employee contributions 2,411,803
Rollover contributions 64,720
-----------
Total increases 8,747,704
Decrease in net assets available for plan benefits:
Benefit payments 4,731,797
Administrative expenses 5,843
-----------
Total decreases 4,737,640
-----------
Net increase prior to transfer to merged plan 4,010,064
Transfer to merged plan (86,359,016)
-----------
Net decrease (82,348,952)
Net assets available for plan benefits:
Beginning of period 82,348,952
-----------
End of period $ 0
===========
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 & Co., 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). Accordingly,
all plan assets were transferred to the New Plan prior to or
on July 2, 1999.
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 period from January 31, 1999 to July 2, 1999, 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 $689 for the period from
January 31, 1999 to July 2, 1999.
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 Accounting 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 has adopted the Company's 52-53 week
fiscal year, with the last day of the fiscal year the Saturday
closest to January 31.
Valuation of Investments and Income Recognition - The Plan's
investments consist primarily of common stock, mutual funds,
and money market funds and are valued at their fair value as
determined by quoted market prices on the last day of the plan
year.
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 identification.
The Plan presents in the statement of changes in net assets
available for plan benefits, the net appreciation in the fair
value of investments, which consists of the realized gains or
losses and the unrealized appreciation or 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.
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
the 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.
Investment information as of January 30, 1999 is summarized as
follows:
Market Cost
---------- ----------
Euro Pac Growth Fund $2,444,344 $2,265,929
Washington Mutual Investment Fund 22,209,651 18,290,525
Neuberger & Berman Equity Fund 8,822,020 10,488,939
American Balanced Fund 24,227,090 21,787,107
M&I Stable Principal Fund 18,196,402 18,196,402
Saks Incorporated Common Stock 3,430,254 2,377,822
Associate Loans 2,790,183 2,790,183
----------- -----------
$82,119,944 $76,196,907
=========== ===========
The following is a summary of assets held in excess of 5% of
the Plan's net assets available for plan benefits at January
30, 1999:
M & I Stable Principal Fund $18,196,402
American Balanced Fund $24,227,090
Washington Mutual Investment Fund $22,209,651
Neuberger & Berman Equity Fund $8,822,020
The Plan's investments (including investments bought, sold, and
held during the year) appreciated (depreciated) in value during the
period from January 31, 1999 to July 2, 1999 as follows:
Mutual Funds $5,495,469
Common Stock (1,005,418)
-----------
$4,490,051
===========
No investments were held at July 2, 1999.
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 lesser 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 from 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.
Supplemental Schedules
Carson Pirie Scott & Co. Savings Plan
Item 27a - Schedule of Assets Held for Investment Purposes
July 2, 1999
c. Description of Investment
b. Identity of issuer, including Maturity Date,
Borrower, Lessor, or Rate of Interest, Collateral, e. Current
a. Similar Party Par, Or Maturity Value d. Cost Value
- ----- ----------------------- ------------------------------ ------- -----------
No assets were held for investment purposes at July 2, 1999.
Carson Pirie Scott & Co. Savings Plan
Item 27d - Schedule of Reportable Transactions
for the period from January 31, 1999 to July 2, 1999
I. Single transactions exceeding 5% of assets.
See attached schedule.
NOTE - Information required in Columns c, 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
Carson Pirie Scott & Co. Savings Plan
Item 27d(I) - Schedule of Reportable Transactions
for the period from January 31, 1999 to July 2, 1999
h. Current
Value of
a. Identity Asset on
of Party b. Description d. Sales g. Cost of Transaction i. Net Gain
Involved of Asset Price Assets Date (loss)
- ----------- -------------- -------- ---------- -------------- -----------
The American Washington Mutual
Funds Group Investment Fund $24,440,222 $18,878,235 $24,440,222 $5,561,987
The American American Balanced
Funds Group Fund $25,463,833 $21,988,552 $25,463,833 $3,475,281
Carson Pirie Scott & Co. Savings Plan
Item 27d(III) - Schedule of Reportable Transactions
for the period from January 31, 1999 to July 2, 1999
a. Identity c. Purchases d. Sales
of Party b. Description ------------- ----------- g. Cost of i. Net Gain
Involved of Asset Price No. Price No. Asset or (Loss)
- ------------- -------------- ------ ---- ------ ---- ---------- ------------
The American Washington Mutual
Funds Group Investment Fund $2,753,826 82 $27,175,592 84 $21,044,351 $6,131,241
The American American Balanced
Funds Group Fund $2,348,736 75 $28,165,190 83 $24,135,843 $4,029,347
*Marshall & M & I Stable
Ilsley Principal Fund
Trust
Company $3,163,088 77 $21,359,490 78 $21,359,490 $ 0
*Saks Incorp- Common Stock
orated $7,450,057 68 $ 477,470 69 $ 430,456 $ 47,014
* Party-in-interest to the Plan.