0001193125-16-759593.txt : 20161104 0001193125-16-759593.hdr.sgml : 20161104 20161104083054 ACCESSION NUMBER: 0001193125-16-759593 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161104 DATE AS OF CHANGE: 20161104 GROUP MEMBERS: EDWARD S. LAMPERT GROUP MEMBERS: ESL INVESTMENTS, INC. GROUP MEMBERS: RBS PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEARS HOMETOWN & OUTLET STORES, INC. CENTRAL INDEX KEY: 0001548309 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 800808358 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86980 FILM NUMBER: 161973712 BUSINESS ADDRESS: STREET 1: 5500 TRILLIUM BOULEVARD STREET 2: SUITE 501 CITY: HOFFMAN ESTATES STATE: IL ZIP: 60192 BUSINESS PHONE: 847-286-7000 MAIL ADDRESS: STREET 1: 5500 TRILLIUM BOULEVARD STREET 2: SUITE 501 CITY: HOFFMAN ESTATES STATE: IL ZIP: 60192 FORMER COMPANY: FORMER CONFORMED NAME: Sears Hometown & Outlet Stores, Inc. DATE OF NAME CHANGE: 20120425 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: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 BUSINESS PHONE: 305-702-2100 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 FORMER COMPANY: FORMER CONFORMED NAME: ESL PARTNERS LP DATE OF NAME CHANGE: 19940524 SC 13D/A 1 d286636dsc13da.htm AMENDMENT #10 TO SCHEDULE 13D AMENDMENT #10 TO SCHEDULE 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

 

 

Sears Hometown and Outlet Stores, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

812362101

(CUSIP Number)

Janice V. Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

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

November 2, 2016

(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, as amended (“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).

 

 

 


CUSIP No. 812362101  

 

  1.   

Names of Reporting Persons.

 

ESL Partners, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

    OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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

 

    4,771,352

     8.   

Shared Voting Power

 

    0

     9.   

Sole Dispositive Power

 

    4,771,352

   10.   

Shared Dispositive Power

 

    7,540,598

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    12,311,950

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

 

    54.2% (1)

14.  

Type of Reporting Person (See Instructions)

 

    PN

 

(1) Based upon 22,716,132 shares of Common Stock outstanding as of August 31, 2016, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2016 that was filed by the Issuer with the Securities and Exchange Commission on September 2, 2016.


CUSIP No. 812362101  

 

  1.   

Names of Reporting Persons.

 

RBS Partners, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

    OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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

 

    4,771,352

     8.   

Shared Voting Power

 

    0

     9.   

Sole Dispositive Power

 

    4,771,352

   10.   

Shared Dispositive Power

 

    7,540,598

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    12,311,950

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

 

    54.2% (1)

14.  

Type of Reporting Person (See Instructions)

 

    PN

 

(1) Based upon 22,716,132 shares of Common Stock outstanding as of August 31, 2016, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2016 that was filed by the Issuer with the Securities and Exchange Commission on September 2, 2016.


CUSIP No. 812362101  

 

  1.   

Names of Reporting Persons.

 

ESL Investments, Inc.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

    OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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

 

    4,771,352

     8.   

Shared Voting Power

 

    0

     9.   

Sole Dispositive Power

 

    4,771,352

   10.   

Shared Dispositive Power

 

    7,540,598

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    12,311,950

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

 

    54.2% (1)

14.  

Type of Reporting Person (See Instructions)

 

    CO

 

(1) Based upon 22,716,132 shares of Common Stock outstanding as of August 31, 2016, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2016 that was filed by the Issuer with the Securities and Exchange Commission on September 2, 2016.


CUSIP No. 812362101  

 

  1.   

Names of Reporting Persons.

 

Edward S. Lampert

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

    OO; PF

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 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

 

    12,311,950

     8.   

Shared Voting Power

 

    0

     9.   

Sole Dispositive Power

 

    4,771,352

   10.   

Shared Dispositive Power

 

    7,540,598

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

    12,311,950

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

13.  

Percent of Class Represented by Amount in Row (11)

 

    54.2% (1)

14.  

Type of Reporting Person (See Instructions)

 

    IN

 

(1) Based upon 22,716,132 shares of Common Stock outstanding as of August 31, 2016, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2016 that was filed by the Issuer with the Securities and Exchange Commission on September 2, 2016.


This Amendment No. 10 to Schedule 13D (this “Amendment No. 10”) relates to shares of common stock, par value $0.01 per share (the “Common Stock”), of Sears Hometown and Outlet Stores, Inc., a Delaware corporation (the “Issuer”). This Amendment No. 10 amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (“Partners”), SPE I Partners, LP, a Delaware limited partnership, SPE Master I, LP, a Delaware limited partnership, RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Institutional Partners, L.P., a Delaware limited partnership, RBS Investment Management, L.L.C., a Delaware limited liability company, CRK Partners, LLC, a Delaware limited liability company, ESL Investments, Inc., a Delaware corporation (“ESL”), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment No. 10, 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 previously filed with the Securities and Exchange Commission.

Item 2. Identity and Background.

Item 2(a) is hereby amended and restated in its entirety as follows:

“(a) This Schedule 13D is being filed by Partners, RBS, ESL and Edward S. Lampert, by furnishing the information set forth below. Partners, RBS, ESL and Mr. Lampert are collectively defined as the “Reporting Persons.”

Attached as Annex A hereto and incorporated herein by reference is a list containing the (a) name, (b) citizenship, (c) present principal occupation or employment and (d) the name, principal business address of any corporation or other organization in which such employment is conducted, of each director and executive officer of ESL (the “ESL Director and Officers”). Other than the ESL Director and Officers, there are no persons or corporations controlling or ultimately in control of ESL.”

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented as follows:

“In various open market purchases between October 31, 2016 and November 3, 2016, Mr. Lampert acquired an aggregate of 284,814 shares of Common Stock for aggregate consideration of approximately $1,394,861 (excluding commissions) using personal funds.”

Item 5. Interest in Securities of the Issuer.

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

“(a)-(b) Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.


As of the time of filing on November 4, 2016, the Reporting Persons may be deemed to beneficially own the shares of Common Stock of the Issuer set forth in the table below.

 

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.

     12,311,950  (1)      54.2     4,771,352        0         4,771,352        7,540,598  (1) 

RBS Partners, L.P.

     12,311,950  (1)(2)      54.2     4,771,352  (2)      0         4,771,352  (2)      7,540,598  (1) 

ESL Investments, Inc.

     12,311,950  (1)(3)      54.2     4,771,352  (3)      0         4,771,352  (3)      7,540,598  (1) 

Edward S. Lampert

     12,311,950  (1)(4)      54.2     12,311,950  (1)(4)      0         4,771,352  (3)      7,540,598  (1) 

 

(1) This number includes 7,540,598 shares of Common Stock held by Mr. Lampert. Partners has entered into the Lock-Up Agreement with Mr. Lampert that restricts the purchase and sale of securities held by Mr. Lampert. Pursuant to the Lock-Up Agreement, Partners may be deemed to have shared dispositive power over, and to indirectly beneficially own, securities owned by Mr. Lampert. RBS, ESL and Mr. Lampert may also be deemed to have shared dispositive power over, and to indirectly beneficially own, such securities.
(2) This number includes 4,771,352 shares of Common Stock held by Partners. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, Partners.
(3) This number includes 4,771,352 shares of Common Stock held by Partners. ESL is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS.
(4) This number includes 4,771,352 shares of Common Stock held by Partners. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities owned by, ESL.

(c) Other than as set forth on Annex B hereto, there have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

(d) Not applicable.

(e) Not applicable.”

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended and restated in its entirety as follows:

“The following exhibits are filed as exhibits hereto:

 

Exhibit

  

Description of Exhibit

99.2    Letter Agreement, dated June 2, 2010, by and between ESL Partners, L.P. and Edward S. Lampert (incorporated by reference to Exhibit 99.2 to the Schedule 13D relating to the Common Stock of the Issuer filed on September 12, 2012 by the Reporting Persons, SPE I Partners, LP, SPE Master I, LP, ESL Institutional Partners, L.P., RBS Investment Management, L.L.C. and CRK Partners, LLC with the Securities and Exchange Commission).
99.6    Joint Filing Agreement (incorporated by reference to Exhibit 99.6 to the Schedule 13D relating to the Common Stock of the Issuer filed on January 5, 2016 by the Reporting Persons with the Securities and Exchange Commission).”


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.

 

Date: November 4, 2016

    ESL PARTNERS, L.P.
    By:   RBS Partners, L.P., as its general partner
    By:   ESL Investments, Inc., as its general partner
    By:  

/s/ Edward S. Lampert

    Name:   Edward S. Lampert
    Title:   Chief Executive Officer
    RBS PARTNERS, L.P.
    By: ESL Investments, Inc., as its general partner
    By:  

/s/ Edward S. Lampert

    Name:   Edward S. Lampert
    Title:   Chief Executive Officer
    ESL INVESTMENTS, INC.
    By:  

/s/ Edward S. Lampert

    Name:   Edward S. Lampert
    Title:   Chief Executive Officer
    EDWARD S. LAMPERT
    By:  

/s/ Edward S. Lampert


EXHIBIT INDEX

 

Exhibit

  

Description of Exhibit

99.2    Letter Agreement, dated June 2, 2010, by and between ESL Partners, L.P. and Edward S. Lampert (incorporated by reference to Exhibit 99.2 to the Schedule 13D relating to the Common Stock of the Issuer filed on September 12, 2012 by the Reporting Persons, SPE I Partners, LP, SPE Master I, LP, ESL Institutional Partners, L.P., RBS Investment Management, L.L.C. and CRK Partners, LLC with the Securities and Exchange Commission).
99.6    Joint Filing Agreement (incorporated by reference to Exhibit 99.6 to the Schedule 13D relating to the Common Stock of the Issuer filed on January 5, 2016 by the Reporting Persons with the Securities and Exchange Commission).


ANNEX A

The names, business addresses, present principal occupations, and citizenship of the directors and executive officers of ESL Investments, Inc. are set forth below. The director’s or executive officer’s principal business address is 1170 Kane Concourse, Suite 200, Bay Harbor, Florida 33154. Each occupation set forth opposite an individual’s name refers to ESL Investments, Inc.

 

Name and Business Address

  

Principal Occupation

  

Citizenship

Edward S. Lampert    Director, Chairman and Chief Executive Officer; Chairman and Chief Executive Officer of Sears Holding Corporation    United States
Robert Breyer    Chief Compliance Officer    United States
Harold Talisman    Chief Financial Officer    United States
Kunal Kamlani    President    United States


ANNEX B

RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF SEARS HOMETOWN AND OUTLET STORES, INC.

 

Entity

   Date of
Transaction
     Description
of Transaction
   Shares
Acquired
     Shares
Disposed
     Price
Per Share
 

Edward S. Lampert

     10/31/2016       Open Market Purchase      1,300          $ 4.85   

Edward S. Lampert

     11/02/2016       Open Market Purchase      256,975          $ 4.899   

Edward S. Lampert

     11/03/2016       Open Market Purchase      26,539          $ 4.8847