SKS » Topics » Item 1. LEGAL PROCEEDINGS.

This excerpt taken from the SKS 10-Q filed Dec 2, 2008.

Item 1. LEGAL PROCEEDINGS.

The information in “Part I – Financial Information, Note 8 – Contingencies- Legal Contingencies,” is incorporated into this Item by reference.

These excerpts taken from the SKS 10-K filed Mar 26, 2008.

Item 3. Legal Proceedings.

 

Investigations

 

At management’s request, the Audit Committee of the Company’s Board of Directors conducted an internal investigation in 2004 and 2005. In 2004, the Company informed the Securities and Exchange Commission (“SEC”) of the Audit Committee’s internal investigation. Thereafter, the Company was informed by the SEC that it issued a formal order of private investigation. Thereafter, the Company was informed that the Office of the United States Attorney for the Southern District of New York had instituted an inquiry. On September 5, 2007, the SEC filed a complaint in the United Stated District Court for the Southern District of New York related to improper collections of vendor markdown allowances in one of six SFA merchandising divisions prior to 2004 and a 2002 internal investigation into these collections, the improper timing of the recording of inventory markdowns at Saks Fifth Avenue in 1999 and 2001 and related accounting and disclosure issues. The Company consented to the entry of a final judgment by the Court without admitting or denying the allegations of the complaint filed by the SEC. The final judgment permanently enjoins the Company and its officers and employees from violating the federal securities laws related to the Company’s reporting, record-keeping and internal controls. No fines or other monetary sanctions were levied against the Company. The Company fully cooperated with the SEC during the course of the SEC’s investigation.

 

Vendor Litigation

 

On May 17, 2005, International Design Concepts, LLC (“IDC”) commenced litigation against the Company in the United States District Court for the Southern District of New York raising various claims, including breach of contract, fraud and unjust enrichment. The suit alleges that from 1996 to 2003 the Company improperly took chargebacks and deductions for vendor markdowns, which resulted in IDC going out of business. The suit seeks damages in the amount of the unauthorized chargebacks and deductions. IDC filed a second amended complaint on June 14, 2005 asserting an additional claim for damages under the Uniform Commercial Code for vendor compliance chargebacks. On November 2, 2007 the Company and the plaintiff settled all of the claims, which were dismissed with prejudice by the court.

 

15


On October 25, 2005 the Chapter 7 trustee for the bankruptcy estate of Kleinert’s Inc. filed a complaint against the Company and several of its subsidiaries in the United States Bankruptcy Court for the Southern District of New York. In its initial complaint the plaintiff, as assignee, alleged breach of contract, fraud, and unjust enrichment, among other causes of action, and seeks compensatory and punitive damages due to the Company’s assessment of alleged improper chargebacks against Kleinert’s Inc. totaling approximately $4 million which wrongful acts the plaintiff alleges caused the insolvency and bankruptcy of Kleinert’s Inc. On August 15, 2006 the plaintiff, as assignee, filed an amended complaint in which it asserted several claims including, but not limited to, the Company’s allegedly unauthorized chargebacks. The Company and plaintiff entered into a settlement agreement, which was approved by the Bankruptcy Court on November 14, 2007, and all of the claims were dismissed with prejudice.

 

On December 8, 2005 Adamson Apparel, Inc. filed a purported class action lawsuit against the Company in the United States District Court for the Northern District of Alabama. In its complaint the plaintiff asserts breach of contract claims and alleges that the Company improperly assessed chargebacks, timely payment discounts, and deductions for merchandise returns against members of the plaintiff class. The lawsuit seeks compensatory and incidental damages and restitution.

 

Other

 

The Company is involved in several legal proceedings arising from its normal business activities and has accruals for losses where appropriate. Management believes that none of these legal proceedings will have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.

 

16


PART II

 


Item 3. Legal Proceedings.

 

SIZE="2">Investigations

 

At management’s
request, the Audit Committee of the Company’s Board of Directors conducted an internal investigation in 2004 and 2005. In 2004, the Company informed the Securities and Exchange Commission (“SEC”) of the Audit Committee’s internal
investigation. Thereafter, the Company was informed by the SEC that it issued a formal order of private investigation. Thereafter, the Company was informed that the Office of the United States Attorney for the Southern District of New York had
instituted an inquiry. On September 5, 2007, the SEC filed a complaint in the United Stated District Court for the Southern District of New York related to improper collections of vendor markdown allowances in one of six SFA merchandising
divisions prior to 2004 and a 2002 internal investigation into these collections, the improper timing of the recording of inventory markdowns at Saks Fifth Avenue in 1999 and 2001 and related accounting and disclosure issues. The Company consented
to the entry of a final judgment by the Court without admitting or denying the allegations of the complaint filed by the SEC. The final judgment permanently enjoins the Company and its officers and employees from violating the federal securities
laws related to the Company’s reporting, record-keeping and internal controls. No fines or other monetary sanctions were levied against the Company. The Company fully cooperated with the SEC during the course of the SEC’s investigation.

 

Vendor Litigation

STYLE="margin-top:0px;margin-bottom:-6px"> 

On May 17, 2005, International Design Concepts, LLC (“IDC”)
commenced litigation against the Company in the United States District Court for the Southern District of New York raising various claims, including breach of contract, fraud and unjust enrichment. The suit alleges that from 1996 to 2003 the Company
improperly took chargebacks and deductions for vendor markdowns, which resulted in IDC going out of business. The suit seeks damages in the amount of the unauthorized chargebacks and deductions. IDC filed a second amended complaint on June 14,
2005 asserting an additional claim for damages under the Uniform Commercial Code for vendor compliance chargebacks. On November 2, 2007 the Company and the plaintiff settled all of the claims, which were dismissed with prejudice by the court.

 


15








On October 25, 2005 the Chapter 7 trustee for the bankruptcy estate of Kleinert’s Inc. filed a
complaint against the Company and several of its subsidiaries in the United States Bankruptcy Court for the Southern District of New York. In its initial complaint the plaintiff, as assignee, alleged breach of contract, fraud, and unjust enrichment,
among other causes of action, and seeks compensatory and punitive damages due to the Company’s assessment of alleged improper chargebacks against Kleinert’s Inc. totaling approximately $4 million which wrongful acts the plaintiff alleges
caused the insolvency and bankruptcy of Kleinert’s Inc. On August 15, 2006 the plaintiff, as assignee, filed an amended complaint in which it asserted several claims including, but not limited to, the Company’s allegedly unauthorized
chargebacks. The Company and plaintiff entered into a settlement agreement, which was approved by the Bankruptcy Court on November 14, 2007, and all of the claims were dismissed with prejudice.

STYLE="margin-top:0px;margin-bottom:0px"> 

On December 8, 2005 Adamson Apparel, Inc. filed a purported class action
lawsuit against the Company in the United States District Court for the Northern District of Alabama. In its complaint the plaintiff asserts breach of contract claims and alleges that the Company improperly assessed chargebacks, timely payment
discounts, and deductions for merchandise returns against members of the plaintiff class. The lawsuit seeks compensatory and incidental damages and restitution.

 


Other

 

STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%">The Company is involved in several legal proceedings arising from its normal business activities and has accruals for losses where appropriate. Management
believes that none of these legal proceedings will have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.

SIZE="1"> 


16









PART II

 

This excerpt taken from the SKS 10-Q filed Dec 6, 2007.

Item 1. LEGAL PROCEEDINGS.

The information in “Part I – Financial Information, Note 8 – Contingencies- Legal Contingencies,” is incorporated into this Item by reference.

This excerpt taken from the SKS 10-K filed Apr 3, 2007.

Item 3. Legal Proceedings.

 

Investigations

 

At management’s request, the Audit Committee of the Company’s Board of Directors conducted an internal investigation in 2004 and 2005. In 2004, the Company informed the SEC of the Audit Committee’s internal investigation. Thereafter, the Company was informed by the SEC that it issued a formal order of private investigation. Thereafter, the Company was informed that the Office of the United States Attorney for the Southern District of New York had instituted an inquiry. The Company believes that the subject of these inquiries includes one or more of the matters that were the subject of the investigations by the Audit Committee and possibly includes related matters. The results of the Audit Committee’s internal investigation have been previously disclosed by the Company. The Company has responded to subpoenas and other requests for information from the SEC, including a subpoena requesting information concerning, among other items, the Company’s allocation to vendors of a portion of markdown costs associated with certain of the Company’s customer loyalty and other promotional activities, as well as information concerning markdowns, earnings, and other financial data for 1999-2003. The Company is continuing to fully cooperate with the SEC and the Office of the United States Attorney, whose investigations the Company understands are continuing.

 

Vendor Litigation

 

On May 17, 2005, International Design Concepts, LLC (“IDC”) commenced litigation against the Company in the United States District Court for the Southern District of New York raising various claims, including breach of contract, fraud and unjust enrichment. The suit alleges that from 1996 to 2003 the Company improperly took chargebacks and deductions for vendor markdowns, which resulted in IDC going out of business. The suit seeks damages in the amount of the unauthorized chargebacks and deductions. IDC filed a second amended complaint on June 14, 2005 asserting an additional claim for damages under the Uniform Commercial Code for vendor compliance chargebacks.

 

On October 25, 2005 the Chapter 7 trustee for the bankruptcy estate of Kleinert’s Inc. filed a complaint against the Company and several of its subsidiaries in the United States Bankruptcy Court for the Southern District of New York. In its initial complaint the plaintiff, as assignee, alleged breach of contract, fraud, and unjust enrichment, among other causes of action, and seeks compensatory and punitive damages due to the Company’s assessment of alleged improper chargebacks against Kleinert’s Inc. totaling approximately $4 million which wrongful acts the plaintiff alleges caused the insolvency and bankruptcy of Kleinert’s Inc. On August 15, 2006 the plaintiff, as assignee, filed an amended complaint in which it asserts the following claims, among others: (1) defendants applied improper chargebacks to the accounts payable of Kleinert’s, which led to the extreme financial distress and Kleinert’s eventual bankruptcy and Kleinert’s incurred liabilities and lost profits of at least $100 million and plaintiff requests punitive damages of no less than $50 million (conversion claim);

 

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Index to Financial Statements

(2) from 1998- 2003 defendants charged back an amount not less than $4 million to Kleinert’s and these chargebacks improperly benefited the defendants, and plaintiff requests $4 million on this claim (unjust enrichment claim); (3) defendants falsely represented that its $4 million in chargebacks were proper and Kleinert’s reliance on defendants’ misrepresentations caused Kleinert’s to lose not less than $4 million and caused it to file for bankruptcy resulting in liabilities and lost profits of $100 million, and plaintiff requests punitive damages of no less than $50 million (fraud claim); (4) defendants wrongfully charged back at least $4 million and these unwarranted chargebacks assisted Kleinert’s officers and directors in booking fictitious sales revenue and accounts receivable and perpetrating a fraud on Kleinert’s lenders in excess of $25 million, and plaintiff requests punitive damages of no less than $50 million (fraud claim); (5) defendants used dishonest, improper and unfair means in conducting business with Kleinert’s and interfered with Kleinert’s relationship with its lenders (tortious interference with prospective economic advantage claim); (6) defendants assisted officers of Kleinert’s in breaching their fiduciary duties to Kleinert’s and to its creditors by falsifying borrowing base certificates given to the lenders, and defendants knew that their improper chargeback scheme was assisting these breaches of fiduciary duty by Kleinert’s officers, with respect to which plaintiff requests $100 million plus $50 million in punitive damages (aiding and abetting breach of fiduciary duty claim); (7) defendants knew that their improper chargeback scheme was assisting the perpetration of fraud by Kleinert’s officers, and plaintiff requests $100 million plus $50 million in punitive damages (aiding and abetting fraud claim); and (8) various fraudulent conveyance claims with respect to which plaintiff requests damages of $4 million.

 

On December 8, 2005 Adamson Apparel, Inc. filed a purported class action lawsuit against the Company in the United States District Court for the Northern District of Alabama. In its complaint the plaintiff asserts breach of contract claims and alleges that the Company improperly assessed chargebacks, timely payment discounts, and deductions for merchandise returns against members of the plaintiff class. The lawsuit seeks compensatory and incidental damages and restitution.

 

Shareholders’ Derivative Suits

 

On April 29, 2005, a shareholder derivative action was filed in the Circuit Court of Jefferson County, Alabama for the putative benefit of the Company against the members of the Board of Directors and certain executive officers alleging breach of their fiduciary duties in failing to correct or prevent problems with the Company’s accounting and internal control practices and procedures, among other allegations. Two similar shareholder derivative actions were filed on May 4, 2005 and May 5, 2005, respectively, in the Chancery Court of Davidson County, Tennessee. All three actions generally sought unspecified damages and disgorgement by the executive officers named in the complaints of cash and equity compensation received by them. Two of the lawsuits were dismissed with prejudice in late 2006 and the third lawsuit was dismissed with prejudice in early 2007. In connection with the dismissals no payments were made to the plaintiffs or their counsel by or on behalf of the Company or any of the individual defendants and none of the Company and the individual defendants incurred or agreed to undertake any obligation or liability to the plaintiffs.

 

Other

 

The Company is involved in several legal proceedings arising from its normal business activities and has accruals for losses where appropriate. Management believes that none of these legal proceedings will have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.

 

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Index to Financial Statements

PART II

 

This excerpt taken from the SKS 10-Q filed Dec 6, 2006.

Item 1. LEGAL PROCEEDINGS.

The information in “Part I – Financial Information, Note 10 – Legal Contingencies,” is incorporated into this Item by reference.

This excerpt taken from the SKS 10-Q filed Sep 6, 2006.

Item 1. LEGAL PROCEEDINGS.

There have been no material developments in the legal proceedings described under the caption “Item 3—Legal Proceedings” in the 2005 Form 10-K.

In addition to the proceedings described under the caption “Item 3 – Legal Proceedings” in the 2005 Form 10-K, the Company is involved in several legal proceedings arising from its normal business activities and has accruals for losses where appropriate. Management believes that none of these legal proceedings will have an ongoing material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.

This excerpt taken from the SKS 10-Q filed Jun 6, 2006.

Item 1. LEGAL PROCEEDINGS.

There have been no material developments in the legal proceedings described under the caption “Item 3—Legal Proceedings” in the 2005 Form 10-K.

In addition to the proceedings described under the caption “Item 3 – Legal Proceedings” in the 2005 Form 10-K, the Company is involved in several legal proceedings arising from its normal business activities and has accruals for losses where appropriate. Management believes that none of these legal proceedings will have an ongoing material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.

This excerpt taken from the SKS 10-K filed Apr 10, 2006.

Item 3. Legal Proceedings.

 

Investigations

 

At management’s request, the Audit Committee of the Company’s Board of Directors conducted an internal investigation in 2004 and 2005. In 2004, the Company informed the SEC of the Audit Committee’s internal investigation. Thereafter, the Company was informed by the SEC that it issued a formal order of private investigation, and the Company was informed by the Office of the United States Attorney for the Southern District of New York that it had instituted an inquiry. The Company believes that the subject of these inquiries includes one or more of the matters that were the subject of the investigations by the Audit Committee and possibly includes related matters. The results of the Audit Committee’s internal investigation have been previously disclosed by the Company. On October 11, 2005, the Company received a subpoena from the SEC for information concerning, among other items, SFAE’s allocation to vendors of a portion of markdown costs associated with certain of SFAE’s customer loyalty and other promotional activities, as well as information concerning markdowns, earnings, and other financial data for 1999-2003. The Company has provided the requested information to the SEC. The Company is continuing to fully cooperate with both the SEC and the Office of the United States Attorney.

 

Vendor Litigation

 

On May 17, 2005, International Design Concepts, LLC (“IDC”), filed suit against the Company in the United States District Court for the Southern District of New York raising various claims, including breach of contract, fraud and unjust enrichment. The suit alleges that from 1996 to 2003 the Company improperly took chargebacks and deductions for vendor markdowns, which resulted in IDC going out of business. The suit seeks damages in the amount of the unauthorized chargebacks and deductions. IDC filed a second amended complaint on June 14, 2005 asserting an additional claim for damages under the Uniform Commercial Code for vendor compliance chargebacks.

 

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Index to Financial Statements

On October 25, 2005 the Chapter 7 trustee for the bankruptcy estate of Kleinert’s Inc. filed a complaint in the United States Bankruptcy Court for the Southern District of New York. In its complaint the plaintiff alleges breach of contract, fraud, and unjust enrichment, among other causes of action, and seeks compensatory and punitive damages due to the Company’s assessment of alleged improper chargebacks against Kleinert’s Inc. totaling approximately $4 million, which wrongful acts the plaintiff alleges caused the insolvency and bankruptcy of Kleinert’s Inc. The plaintiff is seeking to amend its complaint to include the allegation, among other allegations, that unidentified employees of the Company engaged in practices designed to assist officers and other employees of Kleinert’s Inc. to manipulate its financial reports.

 

On December 8, 2005 Adamson Apparel, Inc. filed a purported class action lawsuit against the Company in the United States District Court for the Northern District of Alabama. In its complaint the plaintiff asserts breach of contract claims and alleges that the Company improperly assessed chargebacks, timely payment discounts, and deductions for merchandise returns against members of the plaintiff class. The lawsuit seeks compensatory and incidental damages and restitution.

 

Shareholders’ Derivative Suits

 

On April 29, 2005, a shareholder derivative action was filed in the Circuit Court of Jefferson County, Alabama for the putative benefit of the Company against the members of the Board of Directors and certain executive officers alleging breach of their fiduciary duties in failing to correct or prevent problems with the Company’s accounting and internal control practices and procedures, among other allegations. Two similar shareholder derivative actions were filed on May 4, 2005 and May 5, 2005, respectively, in the Chancery Court of Davidson County, Tennessee. All three actions generally seek unspecified damages and disgorgement by the executive officers named in the complaints of cash and equity compensation received by them.

 

On July 12, 2005, the Board of Directors created a Special Litigation Committee (“SLC”) to investigate the derivative claims and to determine whether the litigation is in the best interests of the Company. The SLC’s investigation is ongoing.

 

Other

 

The Company is involved in several legal proceedings arising from its normal business activities and has accruals for losses where appropriate. Management believes that none of these legal proceedings will have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.

 

This excerpt taken from the SKS 10-Q filed Dec 8, 2005.

Item 1. LEGAL PROCEEDINGS.

 

In addition to the proceedings described in the 2004 Form 10-K, the Company is involved in several legal proceedings arising from its normal business activities and has accruals for losses where appropriate. Management believes that none of these legal proceedings will have an ongoing material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.

 

On November 30, 2005 an outside investigative firm, retained by the Company to investigate allegations of improper conduct by individuals in the Company’s New York store construction office, delivered a report to the Company that concluded that the Company’s regional facilities manager for the northeast region had, to the Company’s detriment, improperly (1) steered contracts to a small group of preferred contractors, (2) caused the Company to pay for work that appears not to have been performed, and (3) received personal benefits from one of the preferred contractors. Following receipt of the report the Company terminated the employment of the regional facilities manager. The Company, with the assistance of the outside investigative firm and outside counsel, is continuing to investigate the extent of the improper conduct by the regional facilities manager and other possible improper conduct involving the New York store construction office. The Company is referring this matter to the appropriate law enforcement authorities and intends to seek to recover any identifiable losses resulting from the improper conduct. Management believes that this matter will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.

 

This excerpt taken from the SKS 10-Q filed Oct 17, 2005.

Item 1. LEGAL PROCEEDINGS.

 

There have been no material developments in the legal proceedings described under the caption Legal Proceedings in the 2004 Form 10-K.

 

In addition to the proceedings described in the 2004 Form 10-K, the Company is involved in several legal proceedings arising from its normal business activities and has accruals for losses where appropriate. Management believes that none of these legal proceedings will have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.

 

This excerpt taken from the SKS 10-K filed Sep 1, 2005.

Item 3. Legal Proceedings.

 

Investigations

 

For information on the Company’s Audit Committee investigations, the SEC Investigation and the United States Attorney Investigation, See Item 1. “Business – Recent Developments.”

 

Vendor Litigation

 

On May 17, 2005, International Design Concepts, LLC (“IDC”), filed suit against the Company in the Southern District of New York raising various claims, including alleged breach of contract, fraud and unjust enrichment. The suit alleges that from 1996 to 2003 the Company improperly took chargebacks and deductions for vendor markdowns, which resulted in IDC going out of business. The suit seeks damages in the amount of such unauthorized chargebacks and deductions. A second amended complaint was filed by IDC on June 14, 2005 asserting an additional claim for damages under the Uniform Commercial Code for vendor compliance chargebacks.

 

On May 20, 2004, Onward Kashiyama USA, Inc. (“Onward”) filed a breach of contract claim against the Company and SDSG in New York Supreme Court. The suit alleged that, starting in 1999, the Company took unauthorized chargebacks with respect to Onward’s delivery of merchandise to the Company. The suit sought damages in the amount of such allegedly improper chargebacks. The Initial Investigation determined that the

 

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Company improperly collected markdown allowances from Onward. The Company and Onward settled the claim on August 23, 2005.

 

As discussed above in Item 1 “Recent Developments – Audit Committee Investigation,” the Company intends to reimburse all vendors from whom markdown allowances were determined to have been improperly collected. For additional information on the vendor repayment plan, see Item 1 “Recent Developments – Audit Committee Investigation.”

 

Shareholder Derivative Suits

 

On April 29, 2005, a shareholder derivative action was filed in the Circuit Court of Jefferson County, Alabama for the putative benefit of the Company against the members of the Board of Directors and certain executive officers alleging breach of their fiduciary duties in failing to correct or prevent problems with the Company’s accounting and internal control practices and procedures, among other allegations. Two similar shareholder derivative actions were filed on May 4, 2005 and May 5, 2005, respectively, in the Chancery Court of Davidson County, Tennessee. All three actions generally seek unspecified damages and disgorgement by the executive officers named in the complaints of cash and equity compensation received by them.

 

On July 12, 2005, the Board of Directors created a Special Litigation Committee (“SLC”) to investigate the derivative claims and to determine whether the litigation is in the best interests of the Company. On August 1, 2005, the Company filed a motion in the Alabama action to dismiss the complaint, or, in the alternative, to stay all proceedings pending the outcome of the SLC’s investigation. On August 19, 2005, the Company filed an agreed motion in the Tennessee actions to stay all proceedings for a period of ninety days pending the recommendation of the SLC as to whether the Company should pursue the litigation. The SLC’s investigation is ongoing, but it is too early to predict when the SLC will complete its work.

 

Other

 

In addition to the proceedings described above, the Company is involved in several legal proceedings arising from its normal business activities and has accruals for losses where appropriate. Management believes that none of these additional legal proceedings will have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.

 

During 2003, the Company voluntarily entered into a consent order with the U.S. Office of the Comptroller of the Currency (the “OCC”). The consent order requires, among other things, that the Company implement and monitor policies and procedures to ensure compliance with the provisions of the Bank Secrecy Act and the related regulations of the OCC, including without limitation the requirements to maintain policies and procedures designed to comply with the record keeping and reporting requirements of the Bank Secrecy Act and to timely file Currency Transaction Reports and Suspicious Activity Reports with respect to certain currency payments taken by the Company on proprietary credit card accounts for which the Company or its subsidiaries act as servicer. The Company believes that it is complying in all material respects with the consent order.

 

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