Exhibit 99
Saks Incorporated
LETTER OF TRANSMITTAL
To Tender for Exchange
9 7/8% Notes due 2011
for 9 7/8% Notes due 2011
Pursuant to the Prospectus Dated , 2001
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
If you desire to accept the Exchange Offer, this Letter of Transmittal
should be completed, signed and submitted timely to Bank One Trust Company,
National Association (the "Exchange Agent") as follows:
By Mail or Hand Delivery: Facsimile Transmission: Confirm by Telephone:
Bank One Trust Company, (312) 407-8853 (800) 524-9472
N.A.
One North State Street,
9/th/ Floor
Chicago, IL 60602
Attention: Exchanges
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE WILL
NOT CONSTITUTE A VALID DELIVERY.
For any questions regarding this Letter of Transmittal or for any additional
information, you may contact the Exchange Agent by telephone at (800) 524-9472.
The Exchange Offer is not being mailed to, nor will tenders be accepted from
or on behalf of, holders of Outstanding 9 7/8% Notes in any jurisdiction in
which the making or acceptance of the Exchange Offer would not be in compliance
with the laws of such jurisdiction.
PRELIMINARY INSTRUCTIONS
The undersigned hereby acknowledges receipt of the Prospectus dated ,
2001 (the "Prospectus") of Saks Incorporated, a Tennessee corporation, (the
"Company"), and this Letter of Transmittal (this "Letter of Transmittal"),
which together constitute the Company's offer to exchange (the "Exchange
Offer") its new 9 7/8% Notes due 2011 (the "Registered Notes"), the issuance of
which has been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for any and all of its outstanding unregistered 9 7/8% Notes
due 2011 (the "Outstanding 9 7/8% Notes"). For each Outstanding 9 7/8% Note
accepted for exchange, the holder of such Outstanding 9 7/8% Note will receive
a Registered Note having a principal amount equal to that of the surrendered
Outstanding 9 7/8% Note. Capitalized terms used but not defined herein have the
meanings ascribed to them in the Prospectus.
The form and terms of the Registered Notes will be identical in all material
respects to the form and terms of the Outstanding 9 7/8% Notes, except that (i)
the Registered Notes will bear a different CUSIP Number from the Outstanding
9 7/8% Notes, (ii) the issuance of the Registered Notes has been registered
under the Securities Act and, therefore, the Registered Notes will not bear
legends restricting the transfer thereof and (iii) holders of the Registered
Notes will not be entitled to certain rights under the Registration Rights
Agreement dated as of October 4, 2001 (the "Registration Rights Agreement")
among the Company and Salomon Smith Barney Inc., Banc of America Securities
LLC, Banc One Capital Markets, Inc., BNY Capital Markets, Inc., First Union
Securities, Inc. and Fleet Securities, Inc. Holders whose Outstanding 9 7/8%
Notes are accepted for exchange will not receive any interest accrued on the
Outstanding 9 7/8% Notes at the time of the exchange. See "This Exchange
Offer--Interest on the Registered Notes" in the Prospectus.
This Letter of Transmittal is to be completed by a holder of Outstanding
9 7/8% Notes if certificates representing the Outstanding 9 7/8% Notes are
to be forwarded herewith. Notwithstanding the foregoing, valid acceptance of
the terms of the Exchange Offer may be effected by a participant in the
Depository Trust Company ("DTC") tendering Notes through the DTC's Automated
Tender Offer Program ("ATOP") where the Exchange Agent receives an Agent's
Message prior to the Expiration Date. Accordingly, such participant must
electronically transmit its acceptance to the DTC through ATOP, and then the
DTC will edit and verify the acceptance, execute a book-entry delivery to the
Exchange Agent's account at the DTC and send an Agent's Message to the Exchange
Agent for its acceptance. By tendering through ATOP, participants in the DTC
will expressly acknowledge receipt of this Letter of Transmittal and agree to
be bound by its terms and the Company will be able to enforce such agreement
against such DTC participants.
The Company reserves the right, at any time and from time to time, to extend
the Exchange Offer, in which case the term "Expiration Date" means the latest
date and time to which the Exchange Offer is extended. In order to extend the
Exchange Offer, the Company will notify the Exchange Agent thereof by oral or
written notice and will issue a press release or other public announcement of
such extension, each prior to 9:00 a.m., New York City time, on the next
business day after the previously scheduled expiration date. The Exchange Offer
is not conditioned upon any minimum aggregate principal amount of Outstanding
9 7/8% Notes being tendered or accepted for exchange. However, the Exchange
Offer is subject to certain conditions. See "This Exchange Offer--Conditions to
this Exchange Offer; Waivers" in the Prospectus.
Holders who wish to tender their Outstanding 9 7/8% Notes but who cannot,
prior to 5:00 p.m., New York City time, on the Expiration Date (a) deliver
their Outstanding 9 7/8% Notes, this Letter of Transmittal or any other
required documents to the Exchange Agent or (b) deliver a confirmation of the
book-entry tender of their Outstanding 9 7/8% Notes into the Exchange Agent's
account at DTC (a "Book-Entry Confirmation") and otherwise complete the
procedures for book-entry transfer, may effect a tender of Outstanding 9 7/8%
Notes by complying with the guaranteed delivery procedures set forth in
Instruction 1 attached to this Letter of Transmittal. Delivery of documents to
DTC or the Company does not constitute delivery to the Exchange Agent.
HOLDERS OF OUTSTANDING 9 7/8% NOTES SHOULD COMPLETE THE APPROPRIATE BOXES
BELOW AND SIGN THIS LETTER OF TRANSMITTAL TO INDICATE THE ACTION THE HOLDERS
ELECT TO TAKE WITH RESPECT TO THE EXCHANGE OFFER.
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Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the Outstanding 9 7/8% Notes
described in Box I (Description of Tendered Notes) (the "Tendered Notes"). The
undersigned is the registered owner of all the Tendered Notes, and the
undersigned represents that it has received from each beneficial owner of the
Tendered Notes (a "Beneficial Owner") a duly completed and executed form of
"Instructions to Registered Holder and/or Book-Entry Transfer Facility
Participant from Beneficial Owner" accompanying this Letter of Transmittal,
instructing the undersigned to take the action described in this Letter of
Transmittal. Subject to, and effective upon, the acceptance for exchange of the
Tendered Notes, the undersigned hereby sells, assigns and transfers to, or upon
the order of, the Company all right, title and interest in and to the Tendered
Notes.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as its agent and attorney-in-fact (with full knowledge that the Exchange
Agent also acts as the agent of the Company) with respect to the Tendered Notes
with the full power of substitution to (i) deliver certificates for the
Tendered Notes to the Company and deliver all accompanying evidences of
transfer and authenticity to, or upon the order of, the Company, (ii) present
the Tendered Notes for transfer on the books of the Company and (iii) receive
for the account of the Company all benefits and otherwise exercise all rights
of beneficial ownership of the Tendered Notes, all in accordance with the terms
of the Exchange Offer. The power of attorney granted in this paragraph shall be
an irrevocable power coupled with an interest.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to surrender, tender, sell, assign and transfer the
Tendered Notes and that the Company will acquire good and unencumbered title
thereto, free and clear of all security interests, liens, restrictions,
charges, encumbrances, conditional sale agreements or other obligations
relating to their sale and transfer and not subject to any adverse claim when
the same are accepted by the Company. The undersigned further represents and
warrants to the Company that (i) the information set forth in Box II
(Beneficial Owner(s)) is correct, (ii) any Registered Notes to be received by
the undersigned and any Beneficial Owner in exchange for the Tendered Notes
will be acquired in the ordinary course of business and for investment purposes
of the undersigned and such Beneficial Owner, (iii) neither the undersigned nor
any Beneficial Owner is an "affiliate" of the Company within the meaning of
Rule 405 under the Securities Act, and (iv) neither the undersigned nor any
Beneficial Owner is engaged in and does not intend to engage in and has no
arrangement or understanding with any person to participate in a distribution
(within the meaning of the Securities Act) of the Registered Notes.
The undersigned agrees that acceptance of any Tendered Notes by the Company
and the issuance of Registered Notes in exchange therefor will constitute
performance in full by the Company of its obligations under the Registration
Rights Agreement and that the Company will have no further obligations or
liabilities thereunder (except as expressly provided therein).
The undersigned and each Beneficial Owner also acknowledge as follows: The
Exchange Offer is being made in reliance on existing interpretations of the
Securities Act by the staff of the Securities and Exchange Commission (the
"Commission") set forth in several "no-action" letters to third parties and
unrelated to the Company and the Exchange Offer and, based on such
interpretations, the Company believes that the Registered Notes issued pursuant
to the Exchange Offer in exchange for Outstanding 9 7/8% Notes may be offered
for resale, resold and otherwise transferred by the holders thereof (other than
any such holder which is an "affiliate" of the Company within the meaning of
Rule 405 under the Securities Act) without further compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that such Registered Notes are acquired in the ordinary course of such holders'
business and such holders have no arrangement or understanding with any person
to participate in the distribution (within the meaning of the Securities Act)
of such Registered Notes. Any holder which is an affiliate of the Company or
which intends to participate in the Exchange Offer for the purpose of
distributing the Registered Notes (i) will not be able to rely on the
interpretation by the staff of the Commission set forth in the above-mentioned
"no action" letters, (ii) will not be able to tender its Outstanding 9 7/8%
Notes in the Exchange Offer and (iii) must comply with the registration and
prospectus delivery
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requirements of the Securities Act in connection with any sale or transfer
transaction unless such sale or transfer is made pursuant to an exemption from
such requirements. Failure to comply with such requirements may result in such
holder incurring liability under the Securities Act for which the holder is not
indemnified by the Company. The undersigned and each Beneficial Owner
acknowledge that the Company has not sought or received its own "no action"
letter with respect to the Exchange Offer and the related transactions, and
that there can be no assurance that the staff of the Commission will make a
determination in the case of the Exchange Offer and such transactions that is
similar to its determinations in the above-mentioned "no action" letters.
If the undersigned or any Beneficial Owner is a broker-dealer that will
receive Registered Notes for its own account in exchange for Outstanding 9 7/8%
Notes that were acquired as a result of market-making or other trading
activities, the undersigned acknowledges that it and each such Beneficial Owner
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Registered Notes. However, by so
acknowledging and so delivering a prospectus, neither the undersigned nor any
such Beneficial Owner will be deemed to admit that it is an "underwriter"
within the meaning of the Securities Act. The above-referenced prospectus may
be the Prospectus (as it may be amended or supplemented from time to time) only
if it contains a plan of distribution and selling security holder information
with respect to such resale transactions (but need not name the undersigned or
disclose the amount of Registered Notes held by the undersigned or any such
Beneficial Owner).
The undersigned further acknowledges that the Company may rely upon each of
the foregoing representations and covenants for purposes of the Exchange Offer.
The undersigned and each Beneficial Owner will, upon request, execute and
deliver any additional documents deemed by the Company or the Exchange Agent to
be necessary or desirable to complete the sale, assignment and transfer of the
Tendered Notes. All authority conferred or agreed to be conferred in this
Letter of Transmittal and every obligation of the undersigned and each
Beneficial Owner hereunder shall be binding upon the successors, assigns,
heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and such Beneficial Owner, and shall not be
affected by, and shall survive the death or incapacity of, the undersigned and
such Beneficial Owner.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Tendered Notes when, as and if the Company has given
written notice thereof to the Exchange Agent.
The undersigned understands that tenders of the Tendered Notes pursuant to
the procedures described in the Prospectus under "This Exchange
Offer--Procedures for Tendering" and in the Instructions hereto will constitute
a binding agreement between the undersigned and the Company in accordance with
the terms and subject to the conditions set forth herein and in the Prospectus.
The undersigned recognizes that (i) under certain circumstances set forth in
the Prospectus under "This Exchange Offer--Conditions to this Exchange Offer;
Waivers," the Company will not be required to accept the Tendered Notes for
exchange and (ii) the undersigned may withdraw its tender of Tendered Notes
only as set forth in the Prospectus under "This Exchange Offer--Withdrawal of
Tenders." Tendered Notes not accepted for exchange or which have been withdrawn
will be returned, without expense, to the undersigned as promptly as
practicable after the Expiration Date, in the manner set forth in the next
succeeding paragraph.
Unless otherwise indicated in Box V (Special Issuance Instructions), please
issue certificates for the Registered Notes (and, if applicable, substitute
certificates representing any Outstanding 9 7/8% Notes not exchanged) in the
name of the undersigned. Similarly, unless otherwise indicated in Box VI
(Special Delivery Instructions), please (i) send certificates for the
Registered Notes (and, if applicable, substitute certificates representing
Outstanding 9 7/8% Notes not exchanged) to the undersigned at the address
indicated in Box I (Description of Tendered Notes) or (ii) in the case of a
book-entry tender of Outstanding 9 7/8% Notes, please credit the Registered
Notes (and, if applicable, Outstanding 9 7/8% Notes not exchanged) to the
account at DTC indicated in Box III (Method of Delivery).
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
ANY BOX BELOW.
BOX I
DESCRIPTION OF TENDERED NOTES*
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Name(s) and Address(es) of Aggregate
Registered Note Certificate Principal
Holder(s), exactly as name(s) Number(s) Amount Aggregate
appear(s) of Outstanding Represented Principal
on Outstanding 9 7/8% Note 9 7/8% by Amount
Certificate(s) Notes** Certificates(s) Tendered***
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- --------------------------------------------------------------------------------
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Total
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* List the Outstanding 9 7/8% Notes to which this Letter of Transmittal
relates. If the space provided is inadequate, the Certificate numbers and
principal amount of Outstanding 9 7/8% Notes should be listed on a separate
signed schedule attached hereto.
** Need not be completed by persons tendering by book-entry transfer.
*** Tenders of Outstanding 9 7/8% Notes must be in a minimum principal amount
of $1,000 or an integral multiple of $1,000 in excess thereof. Unless
otherwise indicated in this column, a holder will be deemed to have
tendered ALL of the Outstanding 9 7/8% Notes represented by the
Certificate(s) set forth above. See Instruction 2.
BOX II
BENEFICIAL OWNER(S)
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State of Principal Residence of Principal Amount of Tendered Notes Held
Each Beneficial Owner of Tendered Notes for Account of Beneficial Owner
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BOX III
METHOD OF DELIVERY
(See Instruction 1)
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[_]CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT DTC AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution ____________________________________________
Account Number _____________ Transaction Code Number _________
[_]CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED HEREWITH.
[_]CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s) __________________________________________
Window Ticket Number (if any) ____________________________________________
Date of Execution of Notice of Guaranteed Delivery _______________________
Name of Institution which guaranteed delivery ____________________________
If Delivered by Book-Entry Transfer, Complete the Following:
Name of Tendering Institution ________________________________________
Account Number and Transaction Code Number ___________________________
BOX IV
ATTENTION BROKER-DEALERS
- --------------------------------------------------------------------------------
[_]CHECK HERE IF THE UNDERSIGNED OR ANY BENEFICIAL OWNER OF TENDERED NOTES IS
A BROKER-DEALER AND WISHES TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:
Name _____________________________________________________________________
Address __________________________________________________________________
BOX V
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)
- --------------------------------------------------------------------------------
To be completed ONLY if certificates for Registered Notes and/or
certificates for Outstanding 9 7/8% Notes not exchanged are to be issued in
the name of someone other than the person(s) whose signature(s) appear(s) on
this Letter of Transmittal in Box VII (Signature).
Issue: Registered Notes issued and/or Outstanding 9 7/8% Notes not exchanged
to:
Name(s) ____________________________________________________________________
(Please Type or Print)
____________________________________________________________________
(Please Type or Print)
Address(es) ___________________________________________________________________
____________________________________________________________________
(Zip Code)
Taxpayer Identification Number or Social Security Number ____________________
BOX VI
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)
- --------------------------------------------------------------------------------
To be completed ONLY if (1) certificates for Registered Notes and/or
certificates for Outstanding 9 7/8% Notes not exchanged are to be sent to
someone other than the person(s) whose signature(s) appear(s) on this Letter
of Transmittal in Box VII (Signature) at the address(es) indicated in Box I
(Description of Tendered Notes) or (2) Registered Notes and/or Outstanding
9 7/8% Notes not exchanged are to be issued or returned, respectively,
to an account maintained at DTC other than the account indicated in Box III
(Method of Delivery).
Send: Registered Notes and/or Outstanding 9 7/8% Notes not exchanged to:
Name(s) ____________________________________________________________________
(Please Type or Print)
____________________________________________________________________
(Please Type or Print)
Address(es)____________________________________________________________________
____________________________________________________________________
(Zip Code)
Credit: Registered Notes and/or Outstanding 9 7/8% Notes not exchanged to
DTC account as follows:
Name(s) ____________________________________________________________________
(Please Type or Print)
____________________________________________________________________
(Please Type or Print)
Crediting Instructions _____________________________________________________
Account Number ______________________________________________________________
BOX VII
SIGNATURE: TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instructions 1 and 3)
In addition, Substitute Form W-9 on the following page must be completed and
signed.
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----------------------------------- ----------------------------- , 200_
----------------------------------- ----------------------------- , 200_
----------------------------------- ----------------------------- , 200_
Signature(s) by Tendering Holder(s) Date
Area Code and Telephone Number _______________________________________________
For any Tendered Notes, this Letter of Transmittal must be signed by the
registered holder(s) as the name(s) appear(s) on the certificate(s) for the
Tendered Notes or by any person(s) authorized to become registered holder(s)
by endorsements and documents submitted herewith. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
please set forth full title and the other information indicated below and,
unless waived by the Company, submit herewith evidence satisfactory to the
Company of authority to so act. See Instruction 3.
Name(s) ______________________________________________________________________
________________________________________________________________________
(Please Type or Print)
Capacity _____________________________________________________________________
Address(es) __________________________________________________________________
_____________________________________________________________________
(Including Zip Code)
Area Code and Telephone Number _______________________________________________
Tax Identification Number or Social Security Number __________________________
SIGNATURE GUARANTEE
(if required by Instruction 3)
Signature(s) Guaranteed by
an Eligible Institution
______________________________________________________
(Authorized Signature)
______________________________________________________
(Print Name)
______________________________________________________
(Title)
______________________________________________________
(Name of Firm--Must be an Eligible
Institution as defined in Instruction 3)
______________________________________________________
(Address)
______________________________________________________
(Area Code and Telephone Number)
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PAYOR'S NAME: SAKS INCORPORATED*
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Name (if joint names, list first and circle the name of the person or entity
whose number you enter in Part 1 below. See instructions if your name has
changed).
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Address
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SUBSTITUTE City, State and ZIP Code
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Form W-9 List account number(s) here (optional)
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Department of the Treasury Part 1--PLEASE PROVIDE YOUR TAXPAYER -------------------------
Internal Revenue Service IDENTIFICATION NUMBER ("TIN") IN THE BOX Social Security
AT RIGHT AND CERTIFY BY SIGNING AND Number or TIN
DATING BELOW. -------------------------
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Part 2--Check the box if you are NOT subject to backup withholding under
the provisions of section 3406(a)(I)(C) of the Internal Revenue Code because
(1) you have not been notified that you are subject to backup withholding as
a result of failure to report all interest or dividends or
(2) the Internal Revenue Service has notified you that you are no longer
subject to backup withholding. [_]
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Part 3--CERTIFICATION--UNDER THE PENALTIES OR PERJURY, I
CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS
TRUE, CORRECT AND COMPLETE. Awaiting TIN [_]
SIGNATURE DATE
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*See Instruction 5.
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Note: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 3 OF SUBSTITUTE FORM W-9 ABOVE.
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued
to me, andeither (i) I have mailed or delivered an application to receive a taxpayer
identification number to theappropriate Internal Revenue Service Center or Social Security
Administration office or (ii) I intend to mail ordeliver an application in the near future. I
understand that if I do not provide a taxpayer identification numberto the payor, 31% of all
payments made to me pursuant to the Exchange Offer shall be retained until I providea taxpayer
identification number to the payor and that, if I do not provide my taxpayer identification
numberwithin sixty (60) days, such retained amounts shall be remitted to the Internal Revenue
Service as a backupwithholding and 31% of all reportable payments made to me thereafter will be
withheld and remitted to theInternal Revenue Service until I provide a number.
SIGNATURE --------------- DATE --------
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SAKS INCORPORATED
INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Tendered Notes; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be completed by holders
of Outstanding 9 7/8% Notes if (i) certificates are to be forwarded herewith or
(ii) a tender of certificates for Outstanding 9 7/8% Notes is to be made by
book-entry transfer to the account maintained by the Exchange Agent at DTC
pursuant to the book-entry transfer procedures set forth under "This Exchange
Offer--Procedures for Tendering" in the Prospectus. Certificates for all
physically tendered Outstanding 9 7/8% Notes, or a Book-Entry Confirmation,
and, in the case of certificates, a properly completed and duly executed Letter
of Transmittal (or manually signed facsimile hereof) and all other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at the address set forth on the front cover and back cover hereof prior to 5:00
p.m., New York City time, on the Expiration Date, or the tendering holder must
comply with the guaranteed delivery procedures set forth below.
Holders who wish to tender their Outstanding 9 7/8% Notes but who cannot,
prior to 5:00 p.m., New York City time, on the Expiration Date (i) deliver
their Outstanding 9 7/8% Notes, this Letter of Transmittal or any other
documents required by this Letter of Transmittal to the Exchange Agent or (ii)
deliver a Book-Entry Confirmation and otherwise complete the procedures for
book-entry transfer, may effect a tender of Outstanding 9 7/8% Notes by
complying with the guaranteed delivery procedures set forth in the instructions
to the Notice of Guaranteed Delivery accompanying this Letter of Transmittal.
Pursuant to such procedures, (a) the tender must be made through an Eligible
Institution (as defined in Instruction 3); (b) prior to 5:00 p.m., New York
City time, on the Expiration Date, the Exchange Agent must have received from
such Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, registered or certified mail or
hand delivery) setting forth the name and address of the tendering holder, the
certificate number(s) of the Tendered Notes and the principal amount of the
Tendered Notes, stating that the tender is being made thereby and guaranteeing
that, within three New York Stock Exchange trading days after the Expiration
Date, this Letter of Transmittal (or facsimile thereof) together with the
certificates(s) representing the Tendered Notes (or a Book-Entry Confirmation)
and any other documents required by this Letter of Transmittal will be
deposited by the Eligible Institution with the Exchange Agent; and (c) this
Letter of Transmittal (or facsimile thereof), properly completed and duly
executed, as well as the certificates(s) representing the Tendered Notes in
proper form for transfer (or a Book-Entry Confirmation), and all other
documents required by this Letter of Transmittal are received by the Exchange
Agent within three New York Stock Exchange trading days after the Expiration
Date.
The method of delivery of this Letter of Transmittal, the Tendered Notes and
all other required documents is at the election and risk of the tendering
holders. The delivery will be deemed made only when actually received or
confirmed by the Exchange Agent. As an alternative to delivery by mail, holders
may wish to consider overnight or hand delivery service. In all cases,
sufficient time should be allowed to assure delivery to the Exchange Agent
prior to 5:00 p.m., New York City time, on the Expiration Date.
See the discussion set forth under "This Exchange Offer" in the Prospectus.
2. Tender by Registered Holder; Instructions to Beneficial Holders; Partial
Tenders. Only a holder in whose name Outstanding 9 7/8% Notes are registered
may execute and deliver this Letter of Transmittal and tender Outstanding
9 7/8% Notes in the Exchange Offer. Any beneficial owner whose Outstanding
9 7/8% Notes are registered in the name of a broker, dealer, commercial
bank, trust, company or other nominee and who wishes to tender such Outstanding
9 7/8% Notes should (i) contact such registered holder promptly and instruct
such registered holder to tender such Outstanding 9 7/8% Notes on such
beneficial owner's behalf, (ii) properly complete and duly execute the form of
"Instructions to Registered Holder and/or Book-Entry Transfer Facility
Participant From Beneficial Owner" accompanying this Letter of Transmittal and
(iii) timely deliver such form to
10
such registered holder. The Company, the Exchange Agent and the transfer and
registrar for the Outstanding 9 7/8% Notes shall be entitled to rely upon all
representations, warranties, covenants and instructions given or made by such
registered holder and/or such beneficial owner. If such beneficial owner wishes
to tender Outstanding 9 7/8% Notes on its own behalf, such beneficial owner
must, prior to completing and executing this Letter of Transmittal and
delivering its Outstanding 9 7/8% Notes, either make appropriate arrangements
to register ownership of the Outstanding 9 7/8% Notes in such beneficial
owner's name or obtain a properly completed bond power from the registered
holder. Any such transfer of registered ownership may take considerable time.
Tendered Notes must be in a minimum principal amount of $1,000 or an
integral multiple of $1,000 in excess thereof. If less than the entire
principal amount of the Outstanding 9 7/8% Notes evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should indicate the
aggregate principal amount of Outstanding 9 7/8% Notes to be tendered in Box I
(Description of Tendered Notes) under the caption "Aggregate Principal Amount
Tendered." The entire principal amount of Outstanding 9 7/8% Notes delivered to
the Exchange Agent will be deemed to have been tendered unless otherwise
indicated. If the entire principal amount of Outstanding 9 7/8% Notes held by
the tendering holder is not tendered for exchange, then (i) unless otherwise
indicated in Box V (Special Issuance Instructions), certificates evidencing
untendered Outstanding 9 7/8% Notes and Registered Notes issued pursuant to the
Exchange Offer will be issued in the name of the person signing this Letter of
Transmittal and (ii) unless otherwise indicated in Box VI (Special Delivery
Instructions), such certificates will be sent to the person signing this Letter
of Transmittal at the address indicated in Box I (Description of Tendered
Notes) (or, in the case of a book-entry tender of Outstanding 9 7/8% Notes,
credited to the account at DTC indicated in Box III (Method of Delivery)).
3. Signatures on this Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signatures. If this Letter of Transmittal is signed by the
registered holder of the Tendered Notes, the signature must correspond exactly
with the name(s) as written on the face of the certificates for the Tendered
Notes without any change whatsoever. If any tendered Outstanding 9 7/8% Notes
are owned of record by two or more joint owners, all such owners must sign this
Letter of Transmittal. If any Tendered Notes are registered in different names
on several certificates, it will be necessary to complete, sign and submit as
many separate copies of this Letter of Transmittal as there are different
registrations of certificates.
When this Letter of Transmittal is signed by the registered holder(s) of the
Tendered Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the Registered
Notes are to be issued, or any untendered Outstanding 9 7/8% Notes are to be
reissued, to a person other than the registered holder, then endorsements of
any certificates transmitted hereby or separate bond powers are required.
Signatures on such certificate(s) must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of any certificate(s) specified herein, such
certificate(s) must be endorsed or accompanied by appropriate bond powers, in
either case signed exactly as the name(s) of the registered holder(s) appear(s)
on the certificate(s) and signatures on each such endorsement or bond power
must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing, and, unless waived by the
Company, evidence satisfactory to the Company of their authority to so act must
be submitted with this Letter of Transmittal.
Endorsements on certificates for Tendered Notes or signatures on bond powers
required by this Instruction 3 must be guaranteed by a firm which is a member
of a registered national securities exchange or of the National Association of
Securities Dealers, Inc., or is a savings institution, commercial bank or trust
company having an office or correspondent in the United States, or is otherwise
an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, and which is, in each case, a
11
member of a recognized signature guarantee program (i.e., Securities Transfer
Agents Medallion Program, Stock Exchange Medallion Program or New York Stock
Exchange Medallion Signature Program) (an "Eligible Institution").
Signatures on this Letter of Transmittal need not be guaranteed by an
Eligible Institution, provided the Tendered Notes are tendered by: (i) the
registered holder thereof (which term for purposes of the exchange offer
includes any participant of DTC whose name appears on a security position
listing as the holder of such Tendered Notes) who has not completed Box V
(Special Issuance Instructions) or Box VI (Special Delivery Instructions) on
this Letter of Transmittal or (ii) an Eligible Institution.
4. Special Issuance and Delivery Instructions. Tendering holders should
indicate in the applicable boxes the name and address to which Registered Notes
issued pursuant to the Exchange Offer and/or substitute certificates evidencing
Outstanding 9 7/8% Notes not exchanged are to be issued or sent if different
from the name or address of the holder signing this Letter of Transmittal. In
the case of issuance in a different name, the taxpayer identification number or
social security number of the person named must also be indicated. If no such
instructions are given, certificates evidencing such Outstanding 9 7/8% Notes
not exchanged and Registered Notes issued pursuant to the Exchange Offer will
be returned to the person signing this Letter of Transmittal at the address
indicated in Box I (Description of Tendered Notes) (or, in the case of a
book-entry tender of Outstanding 9 7/8% Notes, credited to the account at DTC
indicated in Box III (Method of Delivery)).
5. Tax Identification Number. Federal income tax law generally requires that
a tendering holder whose Tendered Notes are accepted for exchange must provide
the Company (as payor) with such holder's correct Taxpayer Identification
Number ("TIN") on Substitute Form W-9, which in the case of a tendering holder
who is an individual, is his or her social security number. If the Company is
not provided with the current TIN or an adequate basis for an exemption, such
tendering holder may be subject to a $50 penalty imposed by the Internal
Revenue Service. In addition, delivery to such tendering holder of Registered
Notes may be subject to backup withholding in an amount equal to 31% of all
reportable payments made after the exchange. If withholding results in an
overpayment of taxes, a refund may be obtained.
Exempt holders of Outstanding 9 7/8% Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed "Guidelines of
Certification of Taxpayer Identification Number on Substitute Form W-9" (the
"W-9 Guidelines") for additional instructions.
To prevent backup withholding, each holder of Tendered Notes must provide
its correct TIN by completing the Substitute Form W-9 set forth above,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder
has not been notified by the Internal Revenue Service that such holder is
subject to backup withholding as a result of a failure to report all interest
or dividends or (iii) the Internal Revenue Service has notified the holder that
such holder is no longer subject to backup withholding. If the holder of
Tendered Notes is a nonresident alien or foreign entity not subject to backup
withholding, such holder must give the Company a completed Form W-8,
Certificate of Foreign Status. This form may be obtained from the Exchange
Agent. If the Tendered Notes are in more than one name or are not in the name
of the Beneficial Owner, the tendering holder should consult the W-9 Guidelines
for information on which TIN to report. If such holder does not have a TIN,
such holders should consult the W-9 Guidelines for instructions on applying for
a TIN, check the box in Part 3 of the Substitute Form W-9 and write "applied
for" in lieu of its TIN. Note: Checking this box and writing "applied for" on
the form means that such holder has already applied for a TIN or that such
holder intends to apply for one in the near future. If such holder does not
provide its TIN to the Company within 60 days, backup withholding will begin
and continue until such holder furnishes its TIN to the Company.
6. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the transfer of Tendered Notes to it or its order pursuant to the
Exchange Offer. If, however, Registered Notes and/or substitute Outstanding 9
7/8% Notes not exchanged are to be delivered to, or are to be registered or
issued in the name of,
12
any person other than the registered holder of the Tendered Notes, or if the
Tendered Notes are registered in the name of any person other than the person
signing this Letter of Transmittal, or if a transfer tax is imposed for any
reason other than the transfer of Tendered Notes to the Company or its order
pursuant to the Exchange Offer, the amount of any such transfer taxes (whether
imposed on the registered holder or any other persons) will be payable by the
tendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted herewith, the amount of such transfer
taxes will be billed directly to such tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Tendered Notes specified in this
Letter of Transmittal.
7. Waiver of Conditions. The Company reserves the absolute right to amend,
waive or modify any or all conditions relating to the Exchange Offer set forth
in the Prospectus.
8. No Conditional Tenders. No alternative, conditional, irregular or
contingent tenders will be accepted. All holders of Tendered Notes, by
execution of this Letter of Transmittal, shall waive any right to receive
notice of the acceptance of their Tendered Notes for exchange.
9. Mutilated, Lost, Stolen or Destroyed Outstanding 9 7/8% Notes. Any holder
whose Outstanding 9 7/8% Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address set forth on the front cover
and back cover hereof for further instructions.
10. Validity of Tenders. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of Tendered Notes will
be determined by the Company in its sole discretion, which determination will
be final and binding. The Company reserves the absolute right to reject any and
all Tendered Notes not properly tendered or any Tendered Notes the Company's
acceptance of which would, in the opinion of counsel for the Company, be
unlawful. The Company also reserves the right in its sole discretion to waive
any defects, irregularities or conditions of tender as to any Tendered Notes.
The Company's interpretation of the terms and conditions of the Exchange Offer
(including the Instructions in this Letter of Transmittal) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with Tendered Notes must be cured within such time as the Company
shall determine. Although the Company intends to notify holders of defects or
irregularities with respect to tenders of Tendered Notes, neither the Company,
the Exchange Agent nor any other person shall incur any liability for failure
to give such notification. Tenders of Tendered Notes will not be deemed to have
been made until such defects or irregularities have been cured or waived. Any
Tendered Notes received by the Exchange Agent that are not properly tendered
and as to which the defects or irregularities have not been cured or waived
will be returned by the Exchange Agent to the tendering holders, unless
otherwise provided in this Letter of Transmittal, as promptly as practicable
following the Expiration Date.
11. Acceptance of Tendered Notes and Issuance of Notes; Return of Notes.
Subject to the terms and conditions of the Exchange Offer, the Company will
accept for exchange all validly tendered Outstanding 9 7/8% Notes as promptly
as practicable after the Expiration Date and will issue Registered Notes
therefor as promptly as practicable thereafter. For purposes of the Exchange
Offer, the Company shall be deemed to have accepted validly tendered
Outstanding 9 7/8% Notes when, as and if the Company has given oral or written
notice thereof to the Exchange Agent. If any Tendered Notes are not exchanged
pursuant to the Exchange Offer for any reason, such unexchanged Tendered Notes
will be returned, without expense, to the person signing this Letter of
Transmittal at the address indicated in Box I (Description of Tendered Notes),
except as may otherwise be specified in Box V (Special Issuance Instructions)
or Box VI (Special Delivery Instructions).
12. Withdrawal. Tendered Notes may be withdrawn only pursuant to the
procedures set forth in the Prospectus under "This Exchange Offer--Withdrawal
of Tenders."
13. Requests for Assistance or Additional Copies. Questions relating to the
procedures for tendering, as well as requests for additional copies of the
Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery,
may be directed to the Exchange Agent at the address and telephone number set
forth on the front cover and back cover hereof.
13
Exhibit 99
Bank One Trust Company, N.A.,
as Exchange Agent
By Mail or Hand Delivery: Facsimile Transmission: Confirm by Telephone:
Bank One Trust Company, (312) 407-8853 (800) 524-9472
N.A.
One North State Street,
9/th/ Floor
Chicago, IL 60602
Attention: Exchanges
Exhibit 99
Saks Incorporated
NOTICE OF GUARANTEED DELIVERY
With Respect to the Tender for Exchange of
9 7/8% Notes due 2011
for 9 7/8% Notes due 2011
Pursuant to the Prospectus Dated , 2001
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
As set forth in the Letter of Transmittal (the "Letter of Transmittal")
accompanying the Prospectus dated , 2001 (the "Prospectus") of Saks
Incorporated, a Tennessee corporation (the "Company"), this Notice of
Guaranteed Delivery or a form substantially equivalent hereto must be used to
accept the Company's offer to exchange (the "Exchange Offer") its 9 7/8% Notes
due 2011 (the "Registered Notes"), the issuance of which has been registered
under the Securities Act of 1933, as amended, for any and all of its
outstanding unregistered 9 7/8% Notes due 2011 (the "Outstanding 9 7/8% Notes")
if the tendering holder of Outstanding 9 7/8% Notes cannot, prior to 5:00 p.m.,
New York City time, on the Expiration Date (i) deliver its Outstanding 9 7/8%
Notes, the Letter of Transmittal or any other documents required by the Letter
of Transmittal to the Exchange Agent (as defined below) or (ii) deliver a
confirmation of the book-entry tender of its Outstanding 9 7/8% Notes into the
Exchange Agent's account at The Depository Trust Company ("DTC") and otherwise
complete the procedures for book-entry transfer. If required, this Notice of
Guaranteed Delivery, properly completed and duly executed, must be delivered to
Bank One Trust Company, N.A. (the "Exchange Agent") as set forth below.
By Mail or Hand Delivery: Facsimile Transmission: Confirm by Telephone:
Bank One Trust Company, (312) 407-8853 (800) 524-9472
N.A.
One North State Street,
9/th/ Floor
Chicago, IL 60602
Attention: Exchanges
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
For any questions regarding this Notice of Guaranteed Delivery or for any
additional information, please contact the Exchange Agent by telephone at (800)
524-9472.
This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and subject to
the conditions set forth in the Prospectus and the Letter of Transmittal,
receipt of which is hereby acknowledged, the principal amount of Outstanding
9 7/8% Notes set forth below pursuant to the guaranteed delivery procedures.
All authority herein conferred or agreed to be conferred in this Notice of
Guaranteed Delivery and every obligation of the undersigned hereunder shall be
binding upon the successors, assigns, heirs, executors, administrators,
trustees in bankruptcy and legal representatives of the undersigned and shall
not be affected by, and shall survive the death or incapacity of, the
undersigned.
PLEASE SIGN AND COMPLETE
Signatures of Registered Holder(s) or Authorized Signatory
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Name(s) of Registered Holder(s)
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Principal Amount of Outstanding 9 7/8% Notes Tendered _________________________
Date __________________________________________________________________________
Address _______________________________________________________________________
Area Code and Telephone Number ________________________________________________
If Outstanding 9 7/8% Notes will be delivered by book-entry transfer,
provide the account number at The Depository Trust Company below:
Depository Account No. ________________________________________________________
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of the Outstanding 9 7/8% Notes tendered hereby exactly as their
name(s) appear on the certificates for such Outstanding 9 7/8% Notes or on a
security position listing such holder(s) as the owner(s) of such Outstanding
9 7/8% Notes, or by person(s) authorized to become registered holder(s) of
such Outstanding 9 7/8% Notes by endorsements and documents submitted with this
Notice of Guaranteed Delivery. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person must
provide the following information and, unless waived by the Company, submit
with the Letter of Transmittal evidence satisfactory to the Company of such
person's authority to so act. See Instruction 2.
PLEASE PRINT NAME(S) AND ADDRESS
Name(s) ______________________________________________________________________
_____________________________________________________________________
Capacity _____________________________________________________________________
Address(es) __________________________________________________________________
_____________________________________________________________________
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
or is a savings institution, commercial bank or trust company having an office
or correspondent in the United States, or is otherwise an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Securities Exchange
Act of 1934, as amended, and which is, in each case. a member of a recognized
signature guarantee program (i.e., Securities Transfer Agents Medallion
Program, Stock Exchange Medallion Program or New York Stock Exchange Medallion
Signature Program), guarantees deposit with the Exchange Agent of the Letter of
Transmittal (or facsimile thereof), the Outstanding 9 7/8% Notes tendered
hereby in proper form for transfer (or confirmation of the book-entry transfer
of such Outstanding 9 7/8% Notes into the Exchange Agent's account at DTC as
described in the Letter of Transmittal) and any other required documents, all
by 5:00 p.m., New York City time, within three New York Stock Exchange trading
days after the Expiration Date.
Name of Firm ____________ Authorized Signature ____
Address _________________ Name ____________________
_________________________
Area Code and Telephone Title ___________________
Number __________________
Date ____________________
DO NOT SEND OUTSTANDING 9 7/8% NOTES WITH THIS FORM. ACTUAL SURRENDER OF
OUTSTANDING 9 7/8% NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A
PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS.
INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. Delivery of this Notice of Guaranteed Delivery. A properly completed and
duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by
the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York
City time, on the Expiration Date. The method of delivery of this Notice of
Guaranteed Delivery and all other required documents is at the election and
risk of the tendering holders. The delivery will be deemed made only when
actually received or confirmed by the Exchange Agent. As an alternative to
delivery by mail, holders may wish to consider overnight or hand delivery
service. In all cases, sufficient time should be allowed to assure delivery to
the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration
Date.
2. Signatures on this Notice of Guaranteed Delivery. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Outstanding
9 7/8% Notes referred to herein, the signature(s) must correspond exactly
with the name(s) as written on the face of the certificates for such
Outstanding 9 7/8% Notes without any change whatsoever. If this Notice of
Guaranteed Delivery is signed by a participant of DTC whose name appears on a
security position listing as the holder of such Outstanding 9 7/8% Notes, the
signature must correspond exactly with the name shown on the security position
listing as the holder of such Outstanding 9 7/8% Notes.
If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Outstanding 9 7/8% Notes listed or a participant of
DTC, this Notice of Guaranteed Delivery must be accompanied by appropriate bond
powers, signed as the name(s) of the registered holder(s) appear(s) on the
certificates for the Outstanding 9 7/8% Notes or signed as the name of the
participant is shown on DTC's security position listing.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing, and unless waived by the Company, submit with the Letter
of Transmittal evidence satisfactory to the Company of such person's authority
to so act.
3. Requests for Assistance or Additional Copies. Questions relating to the
procedures for tendering, as well as requests for additional copies of the
Prospectus, the Letter of Transmittal and this Notice of Guaranteed Delivery,
may be directed to the Exchange Agent at the address and telephone number set
forth on the front cover and back cover hereof.
18
Exhibit 99
Bank One Trust Company, N.A.,
as Exchange Agent
By Mail or Hand Delivery: Facsimile Transmission: Confirm by Telephone:
Bank One Trust Company, (312) 407-8853 (800) 524-9472
N.A.
One North State Street,
9/th/ Floor
Chicago, IL 60602
Attention: Exchanges
Exhibit 99
Saks Incorporated
INSTRUCTIONS TO REGISTERED HOLDER AND/OR BOOK-ENTRY TRANSFER FACILITY
PARTICIPANT FROM BENEFICIAL OWNER
With Respect to the Tender for Exchange of
9 7/8% Notes due 2011
for 9 7/8% Notes due 2011
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
Registered Holder and/or Participant of the Book-Entry Transfer Facility:
The undersigned hereby acknowledges receipt of the Prospectus dated ,
2001 (the "Prospectus") of Saks Incorporated, a Tennessee corporation (the
"Company"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal"), which together constitute the Company's offer to exchange (the
"Exchange Offer") its new 9 7/8% Notes due 2011 (the "Registered Notes"), the
issuance of which has been registered under the Securities Act of 1933, as
amended (the "Securities Act"), for any and all of its outstanding unregistered
9 7/8% Notes due 2011 (the "Outstanding 9 7/8% Notes"). For each Outstanding
9 7/8% Note accepted for exchange, the holder of such Outstanding 9 7/8%
Note will receive a Registered Note having a principal amount equal to that of
the surrendered Outstanding 9 7/8% Note.
This will instruct you, the registered holder and/or participant in the
book-entry transfer facility, which is The Depository Trust Company, as to the
action to be taken by you relating to the Exchange Offer with respect to the
Outstanding 9 7/8% Notes held by you for the account of the undersigned.
The aggregate face amount of the Outstanding 9 7/8% Notes held by you for
the account of the undersigned is (insert amount): $ of the Company's
9 7/8% Notes due 2011.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[_]TO TENDER the following Outstanding 9 7/8% Notes held by you for the
account of the undersigned (insert principal amount of Outstanding
9 7/8% Notes to be tendered, if any, in integral multiples of
$1,000): $ of the Company's Outstanding 9 7/8% Notes due 2011.
[_]NOT TO TENDER any Outstanding 9 7/8% Notes held by you for the account
of the undersigned.
If the undersigned instructs you to tender the Outstanding 9 7/8% Notes held
by you for the account of the undersigned, it is understood that you are
authorized to make, on behalf of the undersigned (and the undersigned, by its
signature below, hereby makes to you), the representations and warranties
contained in the Letter of Transmittal that are to be made with respect to the
undersigned as a beneficial owner of Outstanding 9 7/8% Notes, including, but
not limited to, the representations that (i) the information set forth in Box
II (Beneficial Owners) of the Letter of Transmittal with respect to the
undersigned is correct, (ii) any Registered Notes to be received by the
undersigned in exchange for Outstanding 9 7/8% Notes tendered in the Exchange
Offer will be acquired in the ordinary course of business and for investment
purposes of the undersigned, (iii) the undersigned is not an "affiliate" of the
Company within the meaning of Rule 405 under the Securities Act and (iv) the
undersigned has not engaged in and does not intend to engage in and has no
arrangement or understanding with any person to participate in the distribution
(within the meaning of the Securities Act) of the Registered Notes. If
the undersigned is a broker-dealer that will receive Registered Notes for its
own account in exchange for Outstanding 9 7/8% Notes that were acquired as a
result of market-making or other trading activities, it acknowledges that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Registered Notes. However, by so
acknowledging and so delivering a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.
The undersigned acknowledges as follows: The Exchange Offer is being made in
reliance on existing interpretations of the Securities Act by the staff of the
Securities and Exchange Commission (the "Commission") set forth in several
"no-action" letters to third parties and unrelated to the Company and the
Exchange Offer and, based on such interpretations, the Company believes that
the Registered Notes issued pursuant to the Exchange Offer in exchange for
Outstanding 9 7/8% Notes may be offered for resale, resold and otherwise
transferred by the holders thereof (other than any such holder which is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act) without further compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such Registered Notes are
acquired in the ordinary course of such holders' business and for investment
purposes and such holders are not engaged in and do not intend to engage in and
have no arrangement or understanding with any person to participate in the
distribution (within the meaning of the Securities Act) of such Registered
Notes. Any holder which is an affiliate of the Company or which intends to
participate in the Exchange Offer for the purpose of distributing the
Registered Notes (i) will not be able to rely on the interpretation by the
staff of the Commission set forth in the above-mentioned "no-action" letters,
(ii) will not be able to tender its Outstanding 9 7/8% Notes in the Exchange
Offer and (iii) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any sale or transfer
transaction unless such sale or transfer is made pursuant to an exemption from
such requirements. Failure to comply with such requirements may result in such
holder incurring liability under the Securities Act for which the holder is not
indemnified by the Company. The undersigned acknowledges that the Company has
not sought or received its own "no-action" letter with respect to the Exchange
Offer and the related transactions, and that there can be no assurance that the
staff of the Commission will make a determination in the case of the Exchange
Offer and such transactions that is similar to its determinations in the
above-mentioned "no-action" letters. The undersigned further acknowledges that
the Company may rely upon each of the foregoing representations and covenants
for purposes of the Exchange Offer.
SIGN HERE
Name of Beneficial Owner(s): ________________________________________________
Signature(s): _______________________________________________________________
Name(s) (please print): _____________________________________________________
Address: ____________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
Area Code and Telephone Number: _____________________________________________
Taxpayer Identification Number or Social Security Number: ___________________
Date: _______________________________________________________________________