UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Definitive Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant o
Filed by a Party other than the Registrant x
Check the appropriate box: o
o | Preliminary Proxy Statement | |
o | Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) | |
o | Definitive Proxy Statement | |
x | Definitive Additional Materials | |
o | Soliciting Material Under Rule 14a-12 |
SAKS INCORPORATED
(Name of Registrant as Specified in Its Charter)
P. Schoenfeld Asset Management LP
Peter Schoenfeld
PSAM Texas Master Fund
PSAM Texas Fund Limited
PSAM Texas Partners L.P.
Synapse IV LLC
PSAM WorldArb Master Fund Ltd.
PSAM WorldArb Fund Limited
PSAM WorldArb Partners L.P.
WSCI Limited Partnership
Synapse I LLC
Spartan Partners L.P.
Dhananjay M. Pai
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
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o Fee paid previously with preliminary materials:
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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(4) Date Filed:
Saks Inc.
P. Schoenfeld Asset Management
May 2009
IMPORTANT INFORMATION
P. Schoenfeld Asset Management LP and related parties participating in
the solicitation of proxies (“PSAM”) filed its definitive proxy statement
with the U.S. Securities and Exchange Commission on May 15, 2009
relating to PSAM’s solicitation of proxies from the stockholders of Saks
Incorporated (“Saks”) with respect to the Saks’ 2009 annual meeting of
shareholders. The definitive proxy statement contains detailed
information regarding the names, affiliation and interests of individuals
who may be deemed participants in the solicitation of proxies of Saks’
shareholders. PSAM may also file other relevant documents. PSAM
ADVISES SECURITY HOLDERS TO READ THE DEFINITIVE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
PSAM’s proxy statement and other relevant documents may be obtained
without charge from the SEC’s website at www.sec.gov and from PSAM
by contacting MacKenzie Partners, Inc. by telephone at (800) 322-2885
or by e-mail at saksproxy@mackenziepartners.com.
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Board of Directors
We believe the Board bears responsibility for Saks’ poor operating results
6 out of 10 directors have been on the Board for more than a decade
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Average
2
2007
Jerry W. Levin
5
2004
Robert B. Carter
7
2002
Nora P. McAniff
9
2000
Christopher J. Stadler
11
1998
Stephen I. Sadove
13
1996
Donald E. Hess
13
1996
Marguerite W. Kondracke
15
1994
Michael S. Gross
22
1987
C. Warren Neel
24
1985
Ronald De Waal
Years on
Board
Member
Since
Name
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Operating Margins
Saks has consistently operated below
industry average profitability over the last
three years
(1) Margin figures exclude results from the credit card segment, for purposes of comparability
Source: SEC Filings and Company Reports, adjusted for extraordinary items
Company
2006
2007
2008
Dillard’s
4.2%
2.2%
-1.7%
J. C. Penney
9.8%
9.7%
6.3%
Macy’s
7.8%
7.9%
5.6%
Nordstrom
(1)
11.7%
12.7%
9.0%
Neiman Marcus
NA
10.9%
10.1%
Average
8.4%
8.7%
5.9%
Saks
2.2%
4.3%
-3.9%
Difference
-6.1%
-4.4%
-9.8%
Note: 2008 refers to most recent completed fiscal year
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Saks vs. Neiman Marcus
On a Sales per Square Foot basis, Saks trails
Neiman Marcus significantly over the last two
years
Source: SEC Filings, Company Reports
Sales per Average Square Foot
2007
2008
Neiman Marcus
$686
$634
Saks
$434
$405
Comparison
58%
57%
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Over Promise, Under Deliver
We believe that Saks has remained overly
optimistic, ignoring market realities in 2008
“We continue to believe that the execution of these
plans will deliver an 8% operating margin over
time” – May 20, 2008, Stephen Sadove, Chief Executive Officer
“I think that the question about the 8% operating
margin -- is it still out there, and the answer is
absolutely yes. We’re not backing off from that.” –
August 19, 2008, Stephen Sadove
Did the company’s optimism lead them to
misjudge the market in 2008?
Source: Street Events Transcripts. Permission to use these quotations has been neither sought nor obtained.
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Poor Reaction to Economic Downturn
We believe Saks entered Fall 2008 with excessive
inventory and committed purchases
We believe management’s response to the falling
economy was to break with industry practice and
introduce disruptive discounting
“Saks’s maneuver marked an open abandonment of
the longstanding unwritten pact between retailers
and designers over when, and to what extent, to cut
prices” – Wall Street Journal
“Designers are starting to fight back. Discounting ‘is
the way of spoiling everything.’” – Gianni Castiglioni, President of
Marni SRL
Source: Saks Upends Luxury Market - Wall Street Journal February 9, 2009. Permission to use these quotations has been neither sought nor obtained.
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Recent Developments
Company’s own admissions of its failures has been
depicted in a recent Wall Street Journal article
“In hindsight, Saks executives say they may have cut too
much in some areas. ‘We didn’t need to do what we did in
accessories. High-end shoes and handbags would
probably have sold out, even at higher prices.’” – Ronald
Frasch, President & Chief Merchandising Officer
“‘One of the big questions that people are asking,’ he says,
is: ‘Will people ever buy at full price again?’” – Stephen Sadove,
Chief Executive Officer
[With respect to damage control with designers] “If people’s
feathers got ruffled, we want to unruffle them.” – Stephen
Sadove
Source: Saks Upends Luxury Market - Wall Street Journal February 9, 2009. Permission to use these quotations has been neither sought nor obtained.
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Conclusion
Send a strong message and put an end to the
staggered board
Shareholders will not be able to express their views
on Sadove’s performance until 2011
Sak’s board should be held accountable
Saks should adopt majority voting for directors
Vote “For” the majority voting proposal, vote
to “Withhold” on C. Warren Neel, and vote
“For” the proposal to recommend an end to
the staggered board of directors
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