-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fsb8odIT2ZgLf84su8f3IbcUJSw3KKCm8k7ZGAHIT5sjGBWwsFjhNebXH0q6Znrd 31NF47G3o6VJLCJYE+c2sw== 0000898822-10-000357.txt : 20100602 0000898822-10-000357.hdr.sgml : 20100602 20100602171752 ACCESSION NUMBER: 0000898822-10-000357 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100602 DATE AS OF CHANGE: 20100602 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUTONATION, INC. CENTRAL INDEX KEY: 0000350698 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 731105145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40342 FILM NUMBER: 10873691 BUSINESS ADDRESS: STREET 1: 200 SW 1ST AVE STREET 2: SUITE 1600 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 9547696000 MAIL ADDRESS: STREET 1: 200 SW 1ST AVE STREET 2: SUITE 1600 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 FORMER COMPANY: FORMER CONFORMED NAME: AUTONATION, INC. /FL DATE OF NAME CHANGE: 20090827 FORMER COMPANY: FORMER CONFORMED NAME: AutoNation, Inc. /FL DATE OF NAME CHANGE: 20090827 FORMER COMPANY: FORMER CONFORMED NAME: AUTONATION INC /FL DATE OF NAME CHANGE: 19990407 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ESL PARTNERS, L.P. CENTRAL INDEX KEY: 0000923727 IRS NUMBER: 222875193 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-861-4600 MAIL ADDRESS: STREET 1: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: ESL PARTNERS LP DATE OF NAME CHANGE: 19940524 SC 13D/A 1 an13d.htm an13d.htm - Generated by SEC Publisher for SEC Filing

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 27)*

AutoNation, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

05329W102

(CUSIP Number)

 

Amanda N. Persaud

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

 (Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

June 2, 2010

(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:  ¨

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 (the “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).

 

 


 

                                                                                                                                                                                                                                                         

Page 1 of 17


 

CUSIP No. 05329W102

 

Page 2 of 17

 

1

NAME OF REPORTING PERSON

ESL Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) 
x
(b)  ¨

3

SEC USE ONLY


4

SOURCE OF FUNDS

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

58,775,840

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

58,775,840

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


81,117,306

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

50.2%

14

TYPE OF REPORTING PERSON

PN

 


 

CUSIP No. 05329W102

 

Page 3 of 17

 

1

NAME OF REPORTING PERSON

ESL Institutional Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) 
x
(b)  ¨

3

SEC USE ONLY


4

SOURCE OF FUNDS

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

6,704

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

6,704

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


81,117,306

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

50.2%

14

TYPE OF REPORTING PERSON

PN

 


 

CUSIP No. 05329W102

 

Page 4 of 17

 

1

NAME OF REPORTING PERSON

ESL Investors, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) 
x
(b)  ¨

3

SEC USE ONLY


4

SOURCE OF FUNDS

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

12,882,401

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

12,882,401

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


81,117,306

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

50.2%

14

TYPE OF REPORTING PERSON

OO


 

CUSIP No. 05329W102

 

Page 5 of 17

 

1

NAME OF REPORTING PERSON

ESL Investments, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) 
x
(b)  ¨

3

SEC USE ONLY


4

SOURCE OF FUNDS

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

76,885,099

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

76,885,099

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


81,117,306

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

50.2%

14

TYPE OF REPORTING PERSON

CO


 

CUSIP No. 05329W102

 

Page 6 of 17

 

1

NAME OF REPORTING PERSON

CBL Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) 
x
(b)  ¨

3

SEC USE ONLY


4

SOURCE OF FUNDS

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

5,220,154

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

5,220,154

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


81,117,306

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

50.2%

14

TYPE OF REPORTING PERSON

PN

 


 

CUSIP No. 05329W102

 

Page 7 of 17

 

1

NAME OF REPORTING PERSON

Tynan, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) 
x
(b)  ¨

3

SEC USE ONLY


4

SOURCE OF FUNDS

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

152,315

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

62,628

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


81,117,306

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

50.2%

14

TYPE OF REPORTING PERSON

OO

 

 


 

CUSIP No. 05329W102

 

Page 8 of 17

 

 

1

NAME OF REPORTING PERSON

ESL Investment Management, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) 
x
(b)  ¨

3

SEC USE ONLY


4

SOURCE OF FUNDS

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


81,117,306

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

50.2%

14

TYPE OF REPORTING PERSON

PN

 

 

 


 

CUSIP No. 05329W102

 

Page 9 of 17

 

1

NAME OF REPORTING PERSON

RBS Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) 
x
(b)  ¨

3

SEC USE ONLY


4

SOURCE OF FUNDS

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

71,658,241

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

71,658,241

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


81,117,306

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

50.2%

14

TYPE OF REPORTING PERSON

PN

 


 

CUSIP No. 05329W102

 

Page 10 of 17

 

1

NAME OF REPORTING PERSON

RBS Investment Management, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) 
x
(b)  ¨

3

SEC USE ONLY


4

SOURCE OF FUNDS

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

6,704

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

6,704

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


81,117,306

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

50.2%

14

TYPE OF REPORTING PERSON

OO

 


 

CUSIP No. 05329W102

 

Page 11 of 17

 

1

NAME OF REPORTING PERSON

Edward S. Lampert

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) 
x
(b)  ¨

3

SEC USE ONLY


4

SOURCE OF FUNDS

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

80,754,991

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

80,179,018

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


81,117,306

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

50.2%

14

TYPE OF REPORTING PERSON

IN

 


 

CUSIP No. 05329W102

            

Page 12 of 17

 

1

NAME OF REPORTING PERSON

William C. Crowley

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) 
x
(b)  ¨

3

SEC USE ONLY


4

SOURCE OF FUNDS

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

SOLE VOTING POWER

362,315

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

272,628

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


81,117,306

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

50.2%

14

TYPE OF REPORTING PERSON

IN

 


 

 

                                                                                              

 Page 13 of 17

    

 

This Amendment No. 27 to Schedule 13D (this “Amendment No. 27”) relates to shares of common stock, par value $0.01 per share (“Shares”), of AutoNation, Inc. (the “Issuer”).  This Amendment No. 27 supplementally amends the statement on Schedule 13D, as amended, filed by a group consisting of ESL Partners, L.P., a Delaware limited partnership (“ESL”), ESL Institutional Partners, L.P., a Delaware limited partnership (“Institutional”), ESL Investors, L.L.C., a Delaware limited liability company (“Investors”), ESL Investments, Inc., a Delaware corporation (“Investments”), CBL Partners, L.P., a Delaware limited partnership (“CBL”), Tynan, LLC, a Delaware limited liability company (“Tynan”), ESL Investment Management, L.P., a Delaware limited partnership (“ESLIM”), RBS Partners, L.P., a Delaware li mited partnership (“RBS”), RBS Investment Management, L.L.C., a Delaware limited liability company (“RBSIM”), Edward S. Lampert and William C. Crowley, both United States citizens, by furnishing the information set forth below.  ESL, Institutional, Investors, Investments, CBL, Tynan, ESLIM, RBS, RBSIM, Mr. Lampert and Mr. Crowley are collectively defined in this Amendment No. 27 as the “Filing Persons.”  Unless set forth below, all previous Items are unchanged.  Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as amended, previously filed with the Securities and Exchange Commission.

The Filing Persons are filing this Amendment No. 27 to report that there has been an internal reorganization among the Filing Persons that has redistributed the direct ownership, but not the overall beneficial ownership, of Shares held by the Filing Persons. 

Item 3.      Source and Amount of Funds or Other Consideration

Item 3 is hereby amended to add the following:

As part of an internal restructuring by the Filing Persons that occurred on June 2, 2010, ESL distributed 665,660 Shares to RBS, its general partner, following which RBS immediately distributed 575,973 of these Shares to Mr. Lampert and 89,687 of these Shares to Mr. Crowley.  In addition, as part of the internal restructuring, on June 2, 2010, CBL distributed 482,090 Shares to Mr. Lampert and 9,839 Shares to Mr. Crowley.       

Item 4.      Purpose of Transaction

Item 4 is hereby amended to add the following:

The information set forth in Item 3 is hereby incorporated herein by reference. 

The internal restructuring transactions described herein, including the distribution of Shares by ESL and the distribution of Shares by CBL, will result in direct ownership by Mr. Lampert and Mr. Crowley of a portion of their respective indirect ownership interests in the Shares.  Specifically, ESL is making a partial distribution to RBS based on RBS’s pro rata share of the assets of ESL.  Of that distribution, a portion of the Shares indirectly owned by Mr. Lampert will initially be retained by ESL and, upon expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (“HSR Approval”), will be distributed to RBS, which in turn will make a distribution to Mr. Lampert.  Filing for HSR Approval is expected to be made shortly.

As a result of this internal restructuring, both after the distribution of Shares reflected in this filing, and after the additional distribution of Shares to Mr. Lampert upon receiving HSR Approval, the combined direct and indirect ownership of Mr. Lampert and Mr. Crowley in the Issuer, and the pecuniary interest of each of Mr. Lampert and Mr. Crowley in the Issuer, will not change. 

In connection with the internal restructuring, on June 2, 2010, each of Mr. Lampert and Mr. Crowley entered into a letter agreement with ESL (each, a “Lock-Up Agreement”) that restricts the purchases and sales by Mr. Lampert and Mr. Crowley of the Shares.  Pursuant to the Lock-Up Agreements, Mr. Lampert and Mr. Crowley generally are required to sell Shares and purchase additional Shares on a pro rata basis with the sales and purchases of Shares made by ESL, and generally must make such sales and purchases on substantially the same terms and conditions as ESL (subject to certain legal, tax, accounting or regulatory considerations).  Mr. Lampert and Mr. Crowley are also restricted from certain sales of Shares or purchases of additional Shares except in accordance with the Lock-Up Agreements.  The foregoing summary of the Lock-Up Agreements does not pur port to be complete and is qualified in its entirety by reference to the Lock-Up Agreements, which are incorporated by reference as Exhibit 7 and Exhibit 8 and are incorporated herein by reference.

 


 

                                                                                              

 Page 14 of 17

 

 

Item 5.      Interest in Securities of the Issuer              

Item 5 is hereby amended and restated in its entirety to read as follows:

(a)-(b)     As of June 2, 2010, after giving effect to the internal restructuring described above, the Filing Persons may be deemed to beneficially own an aggregate of 81,117,306 Shares (approximately 50.2% of the outstanding Shares based on the Issuer having 161,527,965 Shares outstanding on May 20, 2010, as disclosed in the Issuer’s Current Report on Form 8-K filed May 20, 2010, plus 210,000 Shares issuable upon the exercise of director stock options held by Mr. Crowley).

REPORTING PERSON

NUMBER OF SHARES BENEFICIALLY OWNED

PERCENTAGE OF OUTSTANDING SHARES

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

ESL Partners, L.P.

81,117,306 (1)

50.2%

58,775,840

0

58,775,840

0

ESL Institutional Partners, L.P.

81,117,306 (1)

 

50.2%

6,704

0

6,704

0

ESL Investors, L.L.C.

81,117,306 (1)

50.2%

12,882,401

0

12,882,401

0

ESL Investments, Inc.

81,117,306 (1)

50.2%

76,885,099 (2)

0

76,885,099 (2)

0

CBL Partners, L.P.

81,117,306 (1)

50.2%

5,220,154

0

5,220,154

0

Tynan, LLC

81,117,306 (1)

50.2%

152,315

0

62,628 (3)

0

ESL Investment Management

81,117,306 (1)

 

50.2%

0

0

0

0

RBS Partners, L.P.

81,117,306 (1)

50.2%

71,658,241 (4)

0

71,658,241 (4)

0

RBS Investment Management, L.L.C.

81,117,306 (1)

 

50.2%

6,704  (5)

0

6,704  (5)

0

Edward S. Lampert

81,117,306 (1)

50.2%

80,754,991 (6)

0

80,179,018 (7)

0

William C. Crowley

81,117,306 (1)

50.2%

362,315  (8)

0

272,628 (9)

0

(1)       This number consists of 58,775,840 Shares held by ESL, 6,704 Shares held by Institutional, 12,882,401 Shares held in an account established by the investment member of Investors, 5,220,154 Shares held by CBL, 152,315 Shares held by Tynan, 3,869,892 Shares held by Mr. Lampert and 210,000 Shares issuable upon the exercise of director stock options held by Mr. Crowley.

(2)       This number consists of 58,775,840 Shares held by ESL, 6,704 Shares held by Institutional, 12,882,401 Shares held in an account established by the investment member of Investors and 5,220,154 Shares held by CBL.

(3)       This number excludes Shares subject to the Lock-Up Agreement described herein.

(4)       This number consists of 58,775,840 Shares held by ESL and 12,882,401 Shares held in an account established by the investment member of Investors.

(5)       This number consists of 6,704 Shares held by Institutional.

(6)       This number consists of 58,775,840 Shares held by ESL, 6,704 Shares held by Institutional, 12,882,401 Shares held in an account established by the investment member of Investors, 5,220,154 Shares held by CBL and 3,869,892 Shares held by Mr. Lampert.

(7)       This number excludes Shares subject to the Lock-Up Agreement described herein

(8)       This number consists of 152,315 Shares held by Tynan and 210,000 Shares issuable upon the exercise of director stock options held by Mr. Crowley.

(9)       This number excludes Shares subject to the Lock-Up Agreement described herein.

 


 

                                                                                              

 Page 15 of 17

 

 

(c)    Except as set forth herein, there have been no transactions in Shares by any of the Filing Persons in the past sixty days.

(d)    Not applicable.

(e)    Not applicable.

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

Item 6 is hereby amended to add the following:

The information set forth in Item 4 is hereby incorporated herein by reference. 

Item 7. Materials to be Filed as Exhibits

Item 7 is hereby amended to add the following:

Exhibit 7: Letter Agreement, dated June 2, 2010, by and between ESL Partners, L.P. and Edward S. Lampert.

Exhibit 8: Letter Agreement, dated June 2, 2010, by and between ESL Partners, L.P. and William C. Crowley. 

 

 

 


 

                                                                                              

 Page 16 of 17

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 2, 2010

ESL PARTNERS, L.P.

By:         RBS Partners, L.P., as its general partner

By:         ESL Investments, Inc., as its general partner

By:         /s/ Adrian J. Maizey                                       
Name:  Adrian J. Maizey
Title:  Chief Financial Officer

ESL INSTITUTIONAL PARTNERS, L.P.

By:         RBS Investment Management, L.L.C., as its general partner

By:         ESL Investments, Inc., as its manager

By:         /s/ Adrian J. Maizey                                       
Name:  Adrian J. Maizey
Title:  Chief Financial Officer

ESL INVESTORS, L.L.C.

By:         RBS Partners, L.P., as its manager

By:         ESL Investments, Inc., as its general partner

By:         /s/ Adrian J. Maizey                                              
Name:  Adrian J. Maizey
Title:  Chief Financial Officer

ESL INVESTMENTS, INC.

By:         /s/ Adrian J. Maizey                                                 
Name:  Adrian J. Maizey
Title:  Chief Financial Officer

 


 

                                                                                              

 Page 17 of 17

 

 

CBL PARTNERS, L.P.

By:         ESL Investments, Inc., as its general partner

By:         /s/ Adrian J. Maizey                                             
Name:  Adrian J. Maizey
Title:  Chief Financial Officer

TYNAN, LLC

By:         /s/ William C. Crowley                                           
Name:  William C. Crowley
Title:  Member

ESL INVESTMENT MANAGEMENT, L.P.

By:         ESL Investment Management (GP), L.L.C., as its general partner

By:         /s/ Edward S. Lampert                                                 
Name:  Edward S. Lampert
Title:  Managing Member

RBS PARTNERS, L.P.

By:         ESL Investments, Inc., as its general partner

By:         /s/ Adrian J. Maizey                                              
Name:  Adrian J. Maizey
Title:  Chief Financial Officer

RBS INVESTMENT MANAGEMENT, L.L.C.

By:         ESL Investments, Inc., as its manager

By:          /s/ Adrian J. Maizey                                                 
Name:  Adrian J. Maizey
Title:  Chief Financial Officer

EDWARD S. LAMPERT

/s/ Edward S. Lampert                                                                
Edward S. Lampert

WILLIAM C. CROWLEY

/s/ William C. Crowley                                                          
William C. Crowley

 


EX-7 2 anexhibit7.htm anexhibit7.htm - Generated by SEC Publisher for SEC Filing

Exhibit 7

ESL Partners, L.P.

June 2, 2010

 

 

Edward S. Lampert

200 Greenwich Avenue

Greenwich, CT 06830

 

 

Re:       Lock-Up Agreement

 

 

This letter agreement (this “Agreement”) sets out terms and conditions upon which the securities, cash and cash equivalents set forth on the books and records of ESL Partners, L.P. (“ESL Partners”) shall be distributed by ESL Partners to the undersigned no later than July 30, 2010 (any such date of distribution, the “Distribution Date”).  The undersigned hereby agrees that, for so l ong as the undersigned, directly or indirectly, holds the Lock-Up Securities (the “Lockup Period”), the undersigned will not, directly or indirectly, pledge, offer or contract to sell, sell, or otherwise dispose of or transfer any Lock-Up Securities (“Dispose”, and “Disposition” shall have a correlative meaning) or use Cash except pursuant to the terms of this Agreement. 

Section 1.                Additional Definitions.

Affiliate” shall mean a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. 

Cash”  shall mean the amount of cash and cash equivalents distributed by ESL Partners to the undersigned on the Distribution Date, as reduced by the expenditure of such cash and cash equivalents pursuant to this Agreement.

Lock-Up Issuer” shall mean a Person that has issued any Lock-Up Securities.

Lock-Up Securities” shall mean the securities distributed by ESL Partners to the undersigned on the Distribution Date, together with any additional securities purchased by the undersigned with Cash pursuant to this Agreement.

Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

Purchase” shall mean to offer or contract to purchase, purchase or otherwise acquire for value.

                                                                                                                                                                                                                                                         

 


 

Section 2.                Equal Treatment Upon Purchase or Disposition.

(i)                 In the event that ESL Partners desires to effect any Disposition of Lock-Up Securities to, or Purchase of additional securities from, a Lock-Up Issuer or any other third party, as applicable, (excluding, for the avoidance of doubt, any Affiliate of ESL Partners) in any transaction (a “Disposition/Purchase Transaction”), ESL Partners shall give prior written notice to the undersigned.

(ii)               In any Disposition/Purchase Transaction, subject to the provisions of Section 2(iii), the undersigned and ESL Partners shall Dispose of their respective proportionate share of Lock-Up Securities, or use their respective proportionate share of Cash to Purchase additional securities, including securities of a Lock-Up Issuer, on substantially the same terms and conditions (but in any event at the same price per share and form of consideration), subject to legal, tax, accounting or regulatory considerations; provided that (i) any differences in economic terms and conditions or timing of Disposition/Purchase Transaction resulting from such considerations shall not have an adverse affect on ESL Partners and (ii) prior notice of the Disposition/Purchase Transaction shall be given to the limited partners of ESL Partners to the extent that any Disposition/Purchase Transaction will not be completed by the undersigned at the same time and upon the same terms due to legal, tax, accounting or regulatory consideration, as such transaction is completed by ESL Partners.   

(iii)             For the avoidance of doubt, and subject to applicable securities laws and regulations, the undersigned may Dispose of any Lock-Up Securities or use Cash in the same manner and on the same terms and conditions to which the undersigned would have been entitled had the Lock-Up Securities or Cash, as applicable, been held directly or indirectly by the undersigned through ESL Partners and then had been distributed, directly or indirectly, to the undersigned pursuant to the terms of the Sixth Amended and Restated Limited Partnership Agreement of ESL Partners, as amended from time to time (the “Partnership A greement”) (but, for purposes of this Section 2(iii), not incorporating the terms of Amendment No. 4 to the Partnership Agreement), including, without limitation, any required notices thereunder.         

Section 3.                No Dispositions or Purchases.  Except as set forth in Section 2(iii), without the prior written consent of ESL Partners, the undersigned shall not make any Disposition of Lock-Up Securities or use Cash to make any Purchase, whether directly or indirectly.  Any Disposition or Purchase, or attempted Disposition or Purchase, in breach of this Agreement shall be void ab initio and of no effect. 

Section 4.                Use of Cash.  Pursuant to the terms of Section 2(ii) and Section 3, and except as set forth in Section 2(iii), the undersigned shall use the Cash received on the Distribution Date to invest in additional securities, including securities of the Lock-Up Issuer, as ESL Partners buys additional securities or, at the discretion of the General Partner of ESL Partners, shall use the Cash to reinvest such proceeds into ESL Partners in the event that any limited partner of ESL Partners seeks to redeem or transfer its limited partnership interests in ESL Partners.  Notwithstanding the foregoing, the undersigned may use Cash to pay taxes, if any, resulting from the distribution of Lock-Up Securities and Cash to the undersigned.  Any use of Cash in breach of this Agreement shall be void ab initio and of no effect.

2

 


 

Section 5.                Amendment.  This Agreement may be amended, modified, supplemented or waived from time to time by an instrument in writing signed by the parties hereto.  The limited partners of ESL Partners shall receive notice of any amendment to this Agreement.

Section 6.                Effective Date.  This Agreement shall be effective as of the Distribution Date. 

 

 

 

 

 

 

 

 

 

 

 

 

3

 


 

Very truly yours,

 

Signature: /s/ Edward S. Lampert                  

 

Print Name:  Edward S. Lampert                  

 

Date:  June 2, 2010                                       

 

 

Received and Acknowledged By:

ESL Partners, L.P.

By:    RBS Partners, L.P.,

         its General Partner

By:    ESL Investments, Inc.

         its General Partner

 

By:  /s/ Adrian J. Maizey     ______________

         Adrian J. Maizey, Chief Financial Officer

                                                                                                   &nb sp;                                                                                                                                                           


[Signature Page to Lock-Up Agreement ]

 


EX-8 3 anexhibit8.htm anexhibit8.htm - Generated by SEC Publisher for SEC Filing

Exhibit 8

ESL Partners, L.P.

June 2, 2010

 

 

William C. Crowley

200 Greenwich Avenue

Greenwich, CT 06830

 

 

Re:       Lock-Up Agreement

 

 

This letter agreement (this “Agreement”) sets out terms and conditions upon which the securities, cash and cash equivalents set forth on the books and records of ESL Partners, L.P. (“ESL Partners”) shall be distributed by ESL Partners to the undersigned no later than July 30, 2010 (any such date of distribution, the “Distribution Date”).  The undersigned hereby agrees that, for so l ong as the undersigned, directly or indirectly, holds the Lock-Up Securities (the “Lockup Period”), the undersigned will not, directly or indirectly, pledge, offer or contract to sell, sell, or otherwise dispose of or transfer any Lock-Up Securities (“Dispose”, and “Disposition” shall have a correlative meaning) or use Cash except pursuant to the terms of this Agreement. 

Section 1.                Additional Definitions.

Affiliate” shall mean a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. 

Cash”  shall mean the amount of cash and cash equivalents distributed by ESL Partners to the undersigned on the Distribution Date, as reduced by the expenditure of such cash and cash equivalents pursuant to this Agreement.

Lock-Up Issuer” shall mean a Person that has issued any Lock-Up Securities.

Lock-Up Securities” shall mean the securities distributed by ESL Partners to the undersigned on the Distribution Date, together with any additional securities purchased by the undersigned with Cash pursuant to this Agreement.

Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

Purchase” shall mean to offer or contract to purchase, purchase or otherwise acquire for value.

                                                                                                                                                                                                                                                         

 


 

Section 2.                Equal Treatment Upon Purchase or Disposition.

(i)                 In the event that ESL Partners desires to effect any Disposition of Lock-Up Securities to, or Purchase of additional securities from, a Lock-Up Issuer or any other third party, as applicable, (excluding, for the avoidance of doubt, any Affiliate of ESL Partners) in any transaction (a “Disposition/Purchase Transaction”), ESL Partners shall give prior written notice to the undersigned.

(ii)               In any Disposition/Purchase Transaction, subject to the provisions of Section 2(iii), the undersigned and ESL Partners shall Dispose of their respective proportionate share of Lock-Up Securities, or use their respective proportionate share of Cash to Purchase additional securities, including securities of a Lock-Up Issuer, on substantially the same terms and conditions (but in any event at the same price per share and form of consideration), subject to legal, tax, accounting or regulatory considerations; provided that (i) any differences in economic terms and conditions or timing of Disposition/Purchase Transaction resulting from such considerations shall not have an adverse affect on ESL Partners and (ii) prior notice of the Disposition/Purchase Transaction shall be given to the limited partners of ESL Partners to the extent that any Disposition/Purchase Transaction will not be completed by the undersigned at the same time and upon the same terms due to legal, tax, accounting or regulatory consideration, as such transaction is completed by ESL Partners.   

(iii)             For the avoidance of doubt, and subject to applicable securities laws and regulations, the undersigned may Dispose of any Lock-Up Securities or use Cash in the same manner and on the same terms and conditions to which the undersigned would have been entitled had the Lock-Up Securities or Cash, as applicable, been held directly or indirectly by the undersigned through ESL Partners and then had been distributed, directly or indirectly, to the undersigned pursuant to the terms of the Sixth Amended and Restated Limited Partnership Agreement of ESL Partners, as amended from time to time (the “Partnership A greement”) (but, for purposes of this Section 2(iii), not incorporating the terms of Amendment No. 4 to the Partnership Agreement), including, without limitation, any required notices thereunder.         

Section 3.                No Dispositions or Purchases.  Except as set forth in Section 2(iii), without the prior written consent of ESL Partners, the undersigned shall not make any Disposition of Lock-Up Securities or use Cash to make any Purchase, whether directly or indirectly.  Any Disposition or Purchase, or attempted Disposition or Purchase, in breach of this Agreement shall be void ab initio and of no effect. 

Section 4.                Use of Cash.  Pursuant to the terms of Section 2(ii) and Section 3, and except as set forth in Section 2(iii), the undersigned shall use the Cash received on the Distribution Date to invest in additional securities, including securities of the Lock-Up Issuer, as ESL Partners buys additional securities or, at the discretion of the General Partner of ESL Partners, shall use the Cash to reinvest such proceeds into ESL Partners in the event that any limited partner of ESL Partners seeks to redeem or transfer its limited partnership interests in ESL Partners.  Notwithstanding the foregoing, the undersigned may use Cash to pay taxes, if any, resulting from the distribution of Lock-Up Securities and Cash to the undersigned.  Any use of Cash in breach of this Agreement shall be void ab initio and of no effect.

2

 


 

Section 5.                Amendment.  This Agreement may be amended, modified, supplemented or waived from time to time by an instrument in writing signed by the parties hereto.  The limited partners of ESL Partners shall receive notice of any amendment to this Agreement.

Section 6.                Effective Date.  This Agreement shall be effective as of the Distribution Date. 

 

 

 

 

 

 

 

 

 

 

 

 

3

 


 

Very truly yours,

 

Signature: /s/ William C. Crowley                 

 

Print Name:  William C. Crowley                  

 

Date:  June 2, 2010                                        

 

 

Received and Acknowledged By:

ESL Partners, L.P.

By:    RBS Partners, L.P.,

         its General Partner

By:    ESL Investments, Inc.

         its General Partner

 

By:  /s/ Adrian J. Maizey      ______________

         Adrian J. Maizey, Chief Financial Officer

                                                                                                   &nb sp;                                                                                                                                                           


[Signature Page to Lock-Up Agreement ]

 


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