0000947871-12-000002.txt : 20120103 0000947871-12-000002.hdr.sgml : 20120102 20120103102846 ACCESSION NUMBER: 0000947871-12-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120103 DATE AS OF CHANGE: 20120103 GROUP MEMBERS: DIEGO DELLA VALLE GROUP MEMBERS: DIEGO DELLA VALLE & C. S.A.P.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAKS INC CENTRAL INDEX KEY: 0000812900 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 620331040 STATE OF INCORPORATION: TN FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40274 FILM NUMBER: 12500418 BUSINESS ADDRESS: STREET 1: 12 EAST 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 940-5305 MAIL ADDRESS: STREET 1: 12 EAST 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: PROFFITTS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Diego Della Valle & C. S.a.p.a. CENTRAL INDEX KEY: 0001464028 IRS NUMBER: 000000000 STATE OF INCORPORATION: L6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: STRADA SETTE CAMINI 116 CITY: SANT'ELPIDIO STATE: L6 ZIP: 63019 BUSINESS PHONE: 39 0734 865829 MAIL ADDRESS: STREET 1: STRADA SETTE CAMINI 116 CITY: SANT'ELPIDIO STATE: L6 ZIP: 63019 SC 13D/A 1 ss134785_sc13da.htm AMENDMENT NO. 5
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
  
SAKS INCORPORATED
 (Name of Issuer)
 
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
 
79377W108
(CUSIP Number)
 
Diego Della Valle & C. S.A.P.A.
Attn: Emilio Macellari
Strada Sette Camini, 116
63019 Sant’Elpidio a Mare (FM), Italy
011.39.0734.866225
(Name, Address and Telephone Number of Person Authorized
 to Receive Notices and Communications)
 
 
December 30, 2011
(Date of Event Which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).


(Continued on following pages)
 
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  79377W108
  
Page 2 of 7 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Diego Della Valle & C. S.A.P.A.
Not Applicable
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Italy
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
Not Applicable
8
SHARED VOTING POWER
 
22,650,000
9
SOLE DISPOSITIVE POWER
 
Not Applicable
10
SHARED DISPOSITIVE POWER
 
22,650,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
22,650,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.2%
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  79377W108
  
Page 3 of 7 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Diego Della Valle
Not Applicable
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Italy
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
Not Applicable
8
SHARED VOTING POWER
 
22,650,000
9
SOLE DISPOSITIVE POWER
 
Not Applicable
10
SHARED DISPOSITIVE POWER
 
22,650,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
22,650,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.2%
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
 
 
 
 
This Amendment No. 5 (this “Amendment No. 5”) amends and supplements the Statement on Schedule 13D, dated May 5, 2009 (as amended, the “Schedule 13D”), filed jointly by (i) Diego Della Valle & C. S.A.P.A., an Italian limited partnership represented by shares (“DDV”), and (ii) Diego Della Valle, an individual (DDV and Diego Della Valle are collectively referred to as the “Reporting Persons” and each of them is individually referred to as a “Reporting Person”) with respect to the common stock, par value $0.10 per share (the “Shares”), of Saks Incorporated, a Tennessee corporation (the “Issuer”).  Capitalized terms used in this Amendment No. 5 without definition have the meanings ascribed to them in the Schedule 13D.

This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

3. 
Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

During the period from February 20, 2009 to May 7, 2009, DDV acquired 8,480,000 Shares through a series of purchases from authorized brokers for total consideration of $30,330,726 (including commissions) in cash paid from its working capital.

During the period from March 8, 2010 to March 10, 2010, DDV acquired an additional 2,900,000 Shares through a series of purchases from authorized brokers for total consideration of $22,333,270 (including commissions) in cash paid from its working capital.

During the period from March 11, 2010 to March 16, 2010, DDV acquired an additional 3,620,000 Shares through a series of purchases from authorized brokers for total consideration of $30,153,229 (including commissions) in cash paid from its working capital.

During the period from October 12, 2010 to October 18, 2010, DDV acquired an additional 2,900,000 Shares through a series of purchases from authorized brokers for total consideration of $29,337,271 (including commissions) in cash paid from its working capital.

On October 19, 2010, DDV acquired an additional 2,500,000 Shares through authorized brokers for total consideration of $26,971,500 (including commissions) in cash paid from its working capital.  On the same date, DDV acquired from Mediobanca – Banca di Credito Finanziario (“Mediobanca”) over-the-counter American-style call options to purchase 8,000,000 Shares (the “Call Options”) for an aggregate premium amount of $6,400,000. All of the funds required to acquire the Call Options were obtained from the working capital of DDV. The Call Options expired on December 30, 3011 without being exercised.

On October 21, 2010, DDV acquired an additional 2,250,000 Shares through authorized brokers for total consideration of $24,769,800 (including commissions) in cash paid from its working capital.

5. 
Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a)           The Reporting Persons beneficially own (or are deemed, solely for purposes of Rule 13d-3 under the Exchange Act, to beneficially own), directly or indirectly, an aggregate of 22,650,000 Shares representing approximately 14.2% of the total number of outstanding shares of common stock of the Issuer.  DDV has direct beneficial ownership of all the Shares.  Mr. Della Valle has indirect beneficial ownership of all the Shares.

The percentages disclosed in this Schedule 13D are calculated based upon a total of 159,879,228 shares of common stock issued and outstanding as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on December 1, 2011.
 
 
 
 
4
 
   
(b)           DDV has the sole power to vote, direct the voting of, dispose of and direct the disposition of 22,650,000 Shares.  Mr. Della Valle, as the sole general partner of DDV, may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Exchange Act) such Shares.  Consequently, Mr. Della Valle may be deemed to share with DDV the power to vote, direct the voting of, dispose of and direct the disposition of 22,650,000 Shares.

(c)           The Call Options expired on December 30, 2011 without being exercised.

(d)           Except as set forth in this Schedule 13D, to the knowledge of the Reporting Persons, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Schedule 13D.

(e)           Not applicable.

6. 
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

On October 19, 2010, DDV acquired from Mediobanca the Call Options to purchase 8,000,000 Shares at the strike price of $12.95 for an aggregate premium amount of $6,400,000. The Call Options expired on December 30, 2011 without being exercised.

As of the date of this Amendment No. 5, neither of the Reporting Persons is a party to any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer, including, but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. 

7. 
Materials to be Filed as Exhibits.

 
Exhibit A:
Joint Filing Agreement, dated May 15, 2009 between Diego Della Valle & C. S.A.P.A. and Diego Della Valle.
 
 
 
  
 
 
5
 
 

SIGNATURE
 
After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated:  January 3, 2012
 
 
  DIEGO DELLA VALLE & C. S.A.P.A.  
     
 
/s/ Diego Della Valle
  
  Name: Diego Della Valle  
  Title: General Partner  
       
 
 
    
       
  DIEGO DELLA VALLE  
       
  /s/ Diego Della Valle   
  Diego Della Valle  
 
 
 
 

 
 
 
 
 
   
 
EXHIBIT INDEX
 
 
Exhibit No.
Description
   
Exhibit A
Joint Filing Agreement, dated May 15, 2009 between Diego Della Valle & C. S.A.P.A. and Diego Della Valle
   
 
 
 
 
 
 
 
 

 EX-99.A 2 ss134785_ex99a.htm JOINT FILING AGREEMENT
Exhibit A
 

 
JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13D, dated May 15, 2009, with respect to the common shares, par value $0.10 per share, of Saks Incorporated, a Tennessee corporation, is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 15th day of May, 2009.
 
 
 
DIEGO DELLA VALLE & C. S.A.P.A.
  
         
         
  By:
/s/ Diego Della Valle
  
    Name: 
Diego Della Valle
  
    Title: 
General Partner
  
 
 
 
DIEGO DELLA VALLE
  
         
         
  By:
/s/ Diego Della Valle
  
    Name: 
Diego Della Valle