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Saks Incorporated
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(Name of Issuer)
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Common Stock, par value $0.10 per share (“Saks Shares”)
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(Title of Class of Securities)
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79377W108
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(CUSIP Number)
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December 31, 2012
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 79377W108
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Page 2 of 14 Pages |
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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Carlos Slim Helú
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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México
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
23,125,000 Saks Shares (See Item 4(c))
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
23,125,000 Saks Shares (See Item 4(c))
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,125,000 Saks Shares (See Item 4(a))
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10
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.3% (See Item 4(b))
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12
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TYPE OF REPORTING PERSON*
IN
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CUSIP No. 79377W108
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Page 3 of 14 Pages |
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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Carlos Slim Domit
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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México
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|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
23,125,000 Saks Shares (See Item 4(c))
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||
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7
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SOLE DISPOSITIVE POWER
- 0 -
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||
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8
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SHARED DISPOSITIVE POWER
23,125,000 Saks Shares (See Item 4(c))
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,125,000 Saks Shares (See Item 4(a))
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10
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|||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.3% (See Item 4(b))
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12
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TYPE OF REPORTING PERSON*
IN
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CUSIP No. 79377W108
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Page 4 of 14 Pages |
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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Marco Antonio Slim Domit
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
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3
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SEC USE ONLY
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||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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México
|
|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
|
SOLE VOTING POWER
- 0 -
|
|
|
6
|
SHARED VOTING POWER
23,125,000 Saks Shares (See Item 4(c))
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||
|
7
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SOLE DISPOSITIVE POWER
- 0 -
|
||
|
8
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SHARED DISPOSITIVE POWER
23,125,000 Saks Shares (See Item 4(c))
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||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,125,000 Saks Shares (See Item 4(a))
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||
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10
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|||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.3% (See Item 4(b))
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12
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TYPE OF REPORTING PERSON*
IN
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CUSIP No. 79377W108
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Page 5 of 14 Pages |
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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Patrick Slim Domit
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
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3
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SEC USE ONLY
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||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
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México
|
|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
|
|
6
|
SHARED VOTING POWER
23,125,000 Saks Shares (See Item 4(c))
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||
|
7
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SOLE DISPOSITIVE POWER
- 0 -
|
||
|
8
|
SHARED DISPOSITIVE POWER
23,125,000 Saks Shares (See Item 4(c))
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||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,125,000 Saks Shares (See Item 4(a))
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||
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10
|
|||
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11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.3% (See Item 4(b))
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||
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12
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TYPE OF REPORTING PERSON*
IN
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||
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CUSIP No. 79377W108
|
Page 6 of 14 Pages |
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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María Soumaya Slim Domit
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
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||
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3
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SEC USE ONLY
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||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
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México
|
|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
|
|
6
|
SHARED VOTING POWER
23,125,000 Saks Shares (See Item 4(c))
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||
|
7
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SOLE DISPOSITIVE POWER
- 0 -
|
||
|
8
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SHARED DISPOSITIVE POWER
23,125,000 Saks Shares (See Item 4(c))
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||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,125,000 Saks Shares (See Item 4(a))
|
||
|
10
|
|||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.3% (See Item 4(b))
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12
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TYPE OF REPORTING PERSON*
IN
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||
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CUSIP No. 79377W108
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Page 7 of 14 Pages |
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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Vanessa Paola Slim Domit
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
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||
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3
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SEC USE ONLY
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||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
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México
|
|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
|
|
6
|
SHARED VOTING POWER
23,125,000 Saks Shares (See Item 4(c))
|
||
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
8
|
SHARED DISPOSITIVE POWER
23,125,000 Saks Shares (See Item 4(c))
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,125,000 Saks Shares (See Item 4(a))
|
||
|
10
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.3% (See Item 4(b))
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||
|
12
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TYPE OF REPORTING PERSON*
IN
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||
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CUSIP No. 79377W108
|
Page 8 of 14 Pages |
|
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||
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Johanna Monique Slim Domit
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|||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
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||
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3
|
SEC USE ONLY
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||
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
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México
|
|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
|
|
6
|
SHARED VOTING POWER
23,125,000 Saks Shares (See Item 4(c))
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||
|
7
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SOLE DISPOSITIVE POWER
- 0 -
|
||
|
8
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SHARED DISPOSITIVE POWER
23,125,000 Saks Shares (See Item 4(c))
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,125,000 Saks Shares (See Item 4(a))
|
||
|
10
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.3% (See Item 4(b))
|
||
|
12
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TYPE OF REPORTING PERSON*
IN
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||
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CUSIP No. 79377W108
|
Page 9 of 14 Pages |
|
1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||
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Inmobiliaria Carso, S.A. de C.V.
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|||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
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||
|
3
|
SEC USE ONLY
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||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||
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México
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
|
|
6
|
SHARED VOTING POWER
23,125,000 Saks Shares (See Item 4(c))
|
||
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
8
|
SHARED DISPOSITIVE POWER
23,125,000 Saks Shares (See Item 4(c))
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,125,000 Saks Shares (See Item 4(a))
|
||
|
10
|
|||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.3% (See Item 4(b))
|
||
|
12
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TYPE OF REPORTING PERSON*
HC
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Item 1.
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(a)
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Name of Issuer:
Saks Incorporated
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(b)
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Address of Issuer’s Principal Executive Offices:
12 East 49th Street
New York, NY 10017
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Item 2.
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(a)
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Name of Persons Filing:
This statement is filed pursuant to Rule 13d-2(b) under the U.S. Securities Exchange Act of 1934, as amended (the “Act”), by the persons listed below (the “Reporting Persons”).
(1)
Carlos Slim Helú, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, María Soumaya Slim Domit, Vanessa Paola Slim Domit and Johanna Monique Slim Domit (collectively, the “Slim Family”). The members of the Slim Family are beneficiaries of a Mexican trust which in turn owns all of the outstanding voting securities of Inmobiliaria Carso, S.A. de C.V (“Inmobiliaria”).
(2)
Inmobiliaria, a sociedad anónima de capital variable organized under the laws of the United Mexican States (“Mexico”), is a holding company with portfolio investments in various companies.
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(b)
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Address of Principal Business Office:
(i) The principal business address for each member of the Slim Family is:
Paseo de las Palmas 736
Colonia Lomas de Chapultepec
11000 México D.F.
México
(ii) Inmobiliaria’s principal business address is:
Lago Zurich 245
Presa Falcon, Piso 20
Granada Ampliación
11529 México D.F.
México
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(c)
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Citizenship:
Each member of the Slim Family is a Mexican citizen and Inmobiliaria is a Mexican corporation.
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(d)
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Title of Class of Securities:
Common Stock, par value $0.10 per share
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(e)
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CUSIP Number:
79377W108
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
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(a)
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Broker or dealer registered under Section 15 of the Act;
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(b)
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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Investment company registered under Section 8 of the Investment Company Act;
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(e)
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; or
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(j)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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| Item 4. | Ownership. | ||
| (a) | Amount Beneficially Owned:
As of the date of this filing, (i) Inmobiliaria directly owns 23,125,000 Saks Shares, and (ii) the Slim Family, which owns all of the issued and outstanding voting equity securities of Inmobiliaria, may be deemed to beneficially own indirectly the Saks Shares that may be deemed beneficially owned directly by Inmobiliaria.
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| (b) | Percent of Class: | ||
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The Saks Shares beneficially owned by the Reporting Persons constitute approximately 15.3% of the issued and outstanding Saks Shares, based on 151,332,145 Saks Shares outstanding, as reported in the 10-Q filed by the Issuer with the Securities and Exchange Commission on November 28, 2012.
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| (c) | Number of shares as to which such person has: | ||
| (i) | Sole power to vote or to direct the vote: -0- | ||
| (ii) | Shared power to vote or to direct the vote:23,125,000 Saks Shares | ||
| (iii) | Sole power to dispose or to direct the disposition of: -0- | ||
| (iv) | Shared power to dispose or direct the disposition of: 23,125,000 Saks Shares | ||
| Item 5. |
Ownership of Five Percent or Less of a Class.
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||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: | o | ||
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not applicable.
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| Item 8. |
Identification and Classification of Members of the Group.
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Not applicable.
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| Item 9. |
Notice of Dissolution of Group.
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| Not applicable | |||
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Item 10.
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Certifications. | ||
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
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Carlos Slim Helú
_____________________________________
|
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Carlos Slim Domit
_____________________________________
|
By: /s/ Eduardo Valdés Acra
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|
Eduardo Valdés Acra
|
|
|
Marco Antonio Slim Domit
_____________________________________
|
Attorney-in-Fact
February 6, 2013
|
|
Patrick Slim Domit
_____________________________________
|
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|
María Soumaya Slim Domit
_____________________________________
|
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Vanessa Paola Slim Domit
_____________________________________
|
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|
Johanna Monique Slim Domit
_____________________________________
|
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INMOBILIARIA CARSO, S.A. DE C.V.
|
|
|
_____________________________________
|
|
|
By: Armando Ibáñez Vázquez
|
|
|
Title: Attorney-in-Fact
|
|