0001193125-20-013648.txt : 20200124 0001193125-20-013648.hdr.sgml : 20200124 20200124084606 ACCESSION NUMBER: 0001193125-20-013648 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200124 DATE AS OF CHANGE: 20200124 GROUP MEMBERS: EDWARD S. LAMPERT GROUP MEMBERS: ESL INVESTMENTS, INC. GROUP MEMBERS: LAMPERT FOUNDATION GROUP MEMBERS: RBS PARTNERS, L.P. 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: 20543766 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: 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 d867798dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 52) *

 

 

AutoNation, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

05329W102

(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)

January 22, 2020

(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. 05329W102

 

  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

 

2,250,226

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

2,250,226

   10.   

Shared Dispositive Power

 

9,663,914

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,914,140

12.  

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

 

    

13.  

Percent of Class Represented by Amount in Row (11)

 

13.4% (1)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1)

Based upon 89,212,380 Shares outstanding as of October 25, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, that was filed by the Issuer with the SEC on October 30, 2019.


CUSIP No. 05329W102

 

  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

 

2,250,226

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

2,250,226

   10.   

Shared Dispositive Power

 

9,663,914

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,914,140

12.  

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

 

    

13.  

Percent of Class Represented by Amount in Row (11)

 

13.4% (1)

14.  

Type of Reporting Person (See Instructions)

 

PN

 

(1)

Based upon 89,212,380 Shares outstanding as of October 25, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, that was filed by the Issuer with the SEC on October 30, 2019.


CUSIP No. 05329W102

 

  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

 

2,250,226

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

2,250,226

   10.   

Shared Dispositive Power

 

9,663,914

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,914,140

12.  

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

 

    

13.  

Percent of Class Represented by Amount in Row (11)

 

13.4% (1)

14.  

Type of Reporting Person (See Instructions)

 

CO

 

(1)

Based upon 89,212,380 Shares outstanding as of October 25, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, that was filed by the Issuer with the SEC on October 30, 2019.


CUSIP No. 05329W102

 

  1.   

Names of Reporting Persons.

 

The Lampert Foundation

  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

 

Connecticut

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

176,370

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

176,370

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

176,370

12.  

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

 

    

13.  

Percent of Class Represented by Amount in Row (11)

 

0.2% (1)

14.  

Type of Reporting Person (See Instructions)

 

OO

 

(1)

Based upon 89,212,380 Shares outstanding as of October 25, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, that was filed by the Issuer with the SEC on October 30, 2019.


CUSIP No. 05329W102

 

  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

  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

 

12,090,510

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

2,426,596

   10.   

Shared Dispositive Power

 

9,663,914

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

12,090,510

12.  

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

 

    

13.  

Percent of Class Represented by Amount in Row (11)

 

13.6% (1)

14.  

Type of Reporting Person (See Instructions)

 

IN

 

(1)

Based upon 89,212,380 Shares outstanding as of October 25, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, that was filed by the Issuer with the SEC on October 30, 2019.


This Amendment No. 52 to Schedule 13D (this “Amendment”) relates to shares of common stock, par value $0.01 per share (the “Shares”), of AutoNation, Inc., a Delaware corporation (the “Issuer”). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission (the “SEC”) by ESL Partners, L.P., a Delaware limited partnership (“ESL”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Investments, Inc., a Delaware corporation (“Investments”), The Lampert Foundation, a Connecticut trust (the “Foundation”), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, 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 amended, filed with the SEC.

The Filing Persons are filing this Amendment to report (i) open market sales of Shares held in the Liability Accounts controlled by ESL, (ii) open market sales of Shares by ESL, the Foundation and Mr. Lampert, and (iii) a distribution of Shares on a pro rata basis to certain limited partners that elected in 2019 to redeem a portion of their interest in ESL.

 

Item 4.

Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

“Through various open market sales between August 8, 2019, and August 28, 2019, ESL divested beneficial ownership for purposes of Section 13(d) of the Act of an aggregate of 429,229 Shares that were held in the Liability Accounts controlled by ESL or its designee that were established on behalf of, and for the benefit of, those Redeeming Limited Partners that previously redeemed all of their interest in ESL in lieu of ESL withholding a reasonable reserve from the amounts that would have otherwise been distributable to such Redeeming Limited Partners for the purpose of satisfying the relevant Redeeming Limited Partner’s share of any contingent liabilities of, or claims against, ESL. These divestures of Shares were made at the direction and for the benefit of these Redeeming Limited Partners.”

 

Item 5.

Interest in Securities of the Issuer.

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

“(a)-(b) Each Filing Person declares that neither the filing of this statement 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 statement.

Each Filing 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 Filing Person declares that neither the filing of this statement 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 January 24, 2020, the Filing Persons may be deemed to beneficially own the Shares set forth in the table below.

 

FILING

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.

    11,914,140  (1)(2)      13.4 % (3)      2,250,226  (2)    0     2,250,226  (2)      9,663,914  (1) 

RBS Partners, L.P.

    11,914,140  (1)(2)      13.4 % (3)      2,250,226  (2)    0     2,250,226  (2)      9,663,914  (1) 

ESL Investments, Inc.

    11,914,140  (1)(2)      13.4 % (3)      2,250,226  (2)    0     2,250,226  (2)      9,663,914  (1) 

The Lampert Foundation

    176,370       0.2 % (3)      176,370     0     176,370       0  

Edward S. Lampert

    12,090,510  (1)(2)(4)      13.6 % (3)      12,090,510  (1)(2)(4)    0     2,426,596  (2)(4)      9,663,914  (1) 

 

(1)

This number includes 9,663,914 Shares held by Mr. Lampert. ESL has entered into a Lock-Up Agreement with Mr. Lampert that restricts the purchase and sale of securities owned by Mr. Lampert. Pursuant to the Lock-Up Agreement, ESL may be deemed to have shared dispositive power over, and to indirectly beneficially own, securities owned by Mr. Lampert. RBS, Investments and Mr. Lampert may also be deemed to have shared dispositive power over, and to indirectly beneficially own, such securities.


(2)

This number includes 2,245,818 Shares held by ESL and 4,408 Shares held in the Liability Accounts controlled by ESL. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, ESL. Investments is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities owned by, Investments.

(3)

This is based upon 89,212,380 Shares outstanding as of October 25, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, that was filed by the Issuer with the SEC on October 30, 2019.

(4)

This number includes 176,370 Shares held by the Foundation. Mr. Lampert and his wife Kinga Keh Lampert are co-trustees of, and may be deemed to indirectly beneficially own securities owned by, the Foundation.

(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 Filing Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

(d)    Not applicable.

(e)    Not applicable.”


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: January 24, 2020

    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
    THE LAMPERT FOUNDATION
    By:  

/s/ Edward S. Lampert

    Name:   Edward S. Lampert
    Title:   Co-Trustee
    EDWARD S. LAMPERT
    By:  

/s/ Edward S. Lampert


ANNEX B

RECENT TRANSACTIONS BY THE FILING PERSONS IN THE SECURITIES OF AUTONATION, INC.

 

Entity

   Date of
Transaction
   Description
of Transaction
   Shares
Disposed
     Price
Per Share
 

ESL Partners, L.P.

   12/09/2019    Pro Rata Distribution of
Shares to Redeeming
Limited Partners
     39,884      $ 0  

ESL Partners, L.P.

   01/17/2020    Open Market Sales      42,358      $ 45.7300  (1) 

Edward S. Lampert

   01/17/2020    Open Market Sales      44,574      $ 45.7300  (1) 

The Lampert Foundation

   01/17/2020    Open Market Sales      1,287      $ 45.7300  (1) 

ESL Partners, L.P.

   01/21/2020    Open Market Sales      40,920      $ 45.4143  (2) 

Edward S. Lampert

   01/21/2020    Open Market Sales      173,701      $ 45.4143  (2) 

The Lampert Foundation

   01/21/2020    Open Market Sales      3,178      $ 45.4143  (2) 

ESL Partners, L.P.

   01/22/2020    Open Market Sales      14,077      $ 45.0670  (3) 

Edward S. Lampert

   01/22/2020    Open Market Sales      55,106      $ 45.0670  (3) 

The Lampert Foundation

   01/22/2020    Open Market Sales      1,025      $ 45.0670  (3) 

ESL Partners, L.P.

   01/23/2020    Open Market Sales      49,894      $ 45.0763  (4) 

Edward S. Lampert

   01/23/2020    Open Market Sales      214,149      $ 45.0763  (4) 

The Lampert Foundation

   01/23/2020    Open Market Sales      3,910      $ 45.0763  (4) 

 

(1)

This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $45.60 to $46.16 per Share. The Filing Persons undertake to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.

(2)

This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $45.15 to $45.78 per Share. The Filing Persons undertake to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.

(3)

This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $45.00 to $45.27 per Share. The Filing Persons undertake to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.

(4)

This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $45.00 to $45.29 per Share. The Filing Persons undertake to provide, upon request by the Securities and Exchange Commission staff, full information regarding the number of Shares sold at each price.