Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
Sears Holdings Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
812350106
(CUSIP Number)
John G. Finley, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Receive Notices and Communications)
August 29, 2008
(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. o
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 persons
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
(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 16 Pages
CUSIP No. |
812350106 |
Page | 2 |
of | 16 |
1 | NAME OF REPORTING PERSON ESL Investments, Inc. |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 65,623,185 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 65,623,185 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
65,623,185 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
þ | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
51.9% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
CO |
CUSIP No. |
812350106 |
Page | 3 |
of | 16 |
1 | NAME OF REPORTING PERSON Edward S. Lampert |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 65,639,184 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 65,639,184 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
65,639,184 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
51.9% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
IN |
CUSIP No. |
812350106 |
Page | 4 |
of | 16 |
1 | NAME OF REPORTING PERSON CRK Partners, LLC |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) þ | |||||||||||
(b) ; o | |||||||||||
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) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 747 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 747 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
747 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
þ | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
0.0% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
OO |
CUSIP No. |
812350106 |
Page | 5 |
of | 16 |
1 | NAME OF REPORTING PERSON RBS Partners, L.P. |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 65,284,199 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 65,284,199 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
65,284,199 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
þ | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
51.6% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
PN |
CUSIP No. |
812350106 |
Page | 6 |
of | 16 |
1 | NAME OF REPORTING PERSON ESL Partners, L.P. |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 51,683,321 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 51,683,321 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
51,683,321 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
þ | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
40.9% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
PN |
CUSIP No. |
CUSIP No. 812350106 |
Page | 7 |
of | 16 |
1 | NAME OF REPORTING PERSON RBS Investment Management, L.L.C. |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
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) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 338,239 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 338,239 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
338,239 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
þ | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
0.3% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
OO |
CUSIP No. |
CUSIP No. 812350106 |
Page | 7 |
of | 16 |
1 | NAME OF REPORTING PERSON ESL Institutional Partners, L.P. |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
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) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 338,239 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 338,239 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
338,239 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
þ | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
0.3% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
PN |
CUSIP No. |
812350106 |
Page | 9 |
of | 16 |
1 | NAME OF REPORTING PERSON ESL Investors, L.L.C. |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS | ||||||||||
OO | |||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 9,967,404 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 9,967,404 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
9,967,404 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
þ | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
7.9% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
OO |
CUSIP No. |
812350106 |
Page | 10 |
of | 16 |
1 | NAME OF REPORTING PERSON ESL Investment Management, L.P. |
||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
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) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 15,999 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 15,999 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
15,999 | |||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||
þ | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
0.0% | |||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||
PN |
Page 11 of 16
This Amendment No. 12 to Schedule 13D (this Amendment) relates to shares of common stock,
par value $0.01 per share (Holdings Common Stock), of Sears Holdings Corporation (Holdings).
This Amendment No. 12 supplementally amends the Statement on Schedule 13D, as amended, filed by the
Reporting Persons (as defined below) by furnishing the information set forth below. 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.
Based on the most recently disclosed number of outstanding shares of Holdings Common Stock,
the Reporting Persons are filing this Amendment to report an increase
in their respective current beneficial
ownership percentages of Holdings Common Stock, which for certain of
the Reporting Persons is 51.9%, resulting from a decrease in the
number of outstanding shares of Holdings Common Stock.
Item 2. Identity and Background
Item 2 is hereby amended and restated in its entirety to read as follows:
(a) This Schedule 13D is being filed by a group consisting of ESL Investments, Inc., a
Delaware corporation (ESL), Edward S. Lampert, RBS Investment Management, L.L.C., a Delaware
limited liability company (RBSIM), ESL Institutional Partners, L.P., a Delaware limited
partnership (Institutional), CRK Partners, LLC, a Delaware limited liability company (CRK LLC),
RBS Partners, L.P., a Delaware limited partnership (RBS), ESL Partners, L.P., a Delaware limited
partnership (Partners), ESL Investment Management, L.P., a Delaware limited partnership
(Investment Management), ESL Investors L.L.C., a Delaware limited liability company (Investors,
and collectively with ESL, Mr. Lampert, RBSIM, Institutional, CRK LLC, RBS, Partners and Investment
Management, the Reporting Persons). Attached as Schedule I 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
Directors and Officers). Other than the ESL Directors and Officers, there are no persons or
corporations controlling or ultimately in control of ESL.
(b) The principal place of business of each of the Reporting Persons is 200 Greenwich Avenue,
Greenwich, CT 06830.
(c) The principal business of each of the Reporting Persons is purchasing, holding and selling
securities for investment purposes. RBS is the managing member of Investors and the general
partner of Partners. ESL is the general partner of RBS, the sole member of CRK LLC and the
managing member of RBSIM. RBSIM is the general partner of Institutional. Mr. Lampert is the
chairman, chief executive officer and a director of ESL and the managing member of the general
partner of Investment Management. Mr. Lampert is also Chairman of the Board of Directors of
Holdings. Each of the Reporting Persons may also serve as general partner or managing member of
certain other entities engaged in the purchasing, holding and selling of securities for investment
purposes.
(d)-(e) None of the Reporting Persons has during the last five years been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining future state
securities laws or finding any violation with respect to such laws. To the knowledge of the
Reporting Persons, during the last five years, none of the ESL Directors and Officers has been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby supplemented as follows:
Page 12 of 16
Pursuant to Kmart Corporations Plan of Reorganization, Partners and an account
established by the investment member of Investors (or one or more of their affiliates) have in the
past received shares of common stock of Kmart Holding Corporation (the predecessor to Holdings) and
Holdings Common Stock. Partners and an account established by the investment member of Investors
(or one or more of their affiliates) may in the future receive Holdings Common Stock on account of
these same trade vendor/lease rejection claims as all trade vendor/lease rejection claims held by
all persons continue to be reconciled.
Subsequent to the filing by the Reporting Persons of Amendment No. 11 to Schedule 13D, an
aggregate of 273,425 shares of Holdings Common Stock were distributed by Holdings on account of
previously reported trade vendor/lease rejection claims (and participations in such claims) held
with respect to Kmart Corporation by Partners and an account established by the investment member
of Investors. Of these shares of Holdings Common Stock, an aggregate of 208,241 were distributed
to Partners and an aggregate of 65,184 were distributed to an account established by the investment
member of Investors.
Item 4. Purpose of Transaction
Item 4 is hereby supplemented as follows:
William C. Crowley, the President and Chief Operating Officer of ESL, is a member of the Board
of Directors of Holdings and serves as the Chief Administrative Officer and an Executive Vice
President of Holdings. Mr. Crowley also served as the Chief Financial Officer of Holdings from
March 2005 to September 2006 and as the interim Chief Financial Officer of Holdings from January
2007 to October 2007.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety to read as follows:
(a)-(b) The following table sets forth the aggregate number of shares of Holdings Common Stock
and the percentage of outstanding shares of Holdings Common Stock beneficially owned by the
Reporting Persons as of September 1, 2008, based on 126,416,383 outstanding shares of Holdings
Common Stock (the number of shares outstanding as of August 22, 2008 as stated in the most recent
quarterly report on Form 10-Q filed by Holdings), indicating the number of shares of Holdings
Common Stock for which each Reporting Person has sole or shared power to direct the vote of the
disposition of such shares. The Reporting Persons as a group beneficially own an aggregate of
65,639,184 shares of Holdings Common Stock.
With the exception of the acquisitions reported in Item 3 hereof, any changes between the
beneficial ownership percentages reported in Amendment No. 11 to Schedule 13D and the beneficial
ownership percentages reported herein are attributable to a decrease in the number of outstanding
shares of Holdings Common Stock.
NUMBER OF | PERCENTAGE | |||||||||||||||||||||||
SHARES | OF | SOLE | SHARED | SOLE | SHARED | |||||||||||||||||||
REPORTING | BENEFICIALLY | OUTSTANDING | VOTING | VOTING | DISPOSITIVE | DISPOSITIVE | ||||||||||||||||||
PERSON | OWNED | SHARES | POWER | POWER | POWER | POWER | ||||||||||||||||||
ESL Investments,
Inc. |
65,623,185 | (1) | 51.9 | % | 65,623,185 | (1) | 0 | 65,623,185 | (1) | 0 | ||||||||||||||
Edward S. Lampert |
65,639,184 | (2) | 51.9 | % | 65,639,184 | (2) | 0 | 65,639,184 | (2) | 0 | ||||||||||||||
CRK Partners, LLC |
747 | 0.0 | % | 747 | 0 | 747 | 0 | |||||||||||||||||
RBS Partners, L.P. |
65,284,199 | (3) | 51.6 | % | 65,284,199 | (3) | 0 | 65,284,199 | (3) | 0 | ||||||||||||||
ESL Partners, L.P. |
51,683,321 | 40.9 | % | 51,683,321 | 0 | 51,683,321 | 0 | |||||||||||||||||
RBS Investment
Management, L.L.C. |
338,239 | (4) | 0.3 | % | 338,239 | (4) | 0 | 338,239 | (4) | 0 |
Page 13 of 16
NUMBER OF | PERCENTAGE | |||||||||||||||||||||||
SHARES | OF | SOLE | SHARED | SOLE | SHARED | |||||||||||||||||||
REPORTING | BENEFICIALLY | OUTSTANDING | VOTING | VOTING | DISPOSITIVE | DISPOSITIVE | ||||||||||||||||||
PERSON | OWNED | SHARES | POWER | POWER | POWER | POWER | ||||||||||||||||||
ESL Institutional
Partners, L.P. |
338,239 | 0.3 | % | 338,239 | 0 | 338,239 | 0 | |||||||||||||||||
ESL Investors L.L.C. |
9,967,404 | 7.9 | % | 9,967,404 | 0 | 9,967,404 | 0 | |||||||||||||||||
ESL Investment
Management, L.P. |
15,999 | 0.0 | % | 15,999 | 0 | 15,999 | 0 |
(1) | This number consists of 51,683,321 shares of Holdings Common Stock held by Partners, 9,967,404 shares of Holdings Common Stock held in an account established by the investment member of Investors, 338,239 shares of Holdings Common Stock held by Institutional, 747 shares of Holdings Common Stock held by CRK LLC and 3,633,474 shares of Holdings Common Stock held by RBS. | |
(2) | This number consists of 51,683,321 shares of Holdings Common Stock held by Partners, 9,967,404 shares of Holdings Common Stock held in an account established by the investment member of Investors, 338,239 shares of Holdings Common Stock held by Institutional, 747 shares of Holdings Common Stock held by CRK LLC, 15,999 shares of Holdings Common Stock held by Investment Management and 3,633,474 shares of Holdings Common Stock held by RBS. | |
(3) | This number consists of 51,683,321 shares of Holdings Common Stock held by Partners, 9,967,404 shares of Holdings Common Stock held in an account established by the investment member of Investors and 3,633,474 shares of Holdings Common Stock held by RBS. | |
(4) | This number consists of 338,239 shares of Holdings Common Stock held by Institutional. |
(c) There have been no transactions in Holdings Common Stock by any of the Reporting Persons
during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Page 14 of 16
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: September 2, 2008
ESL INVESTMENTS, INC. | ||||||
By: | /s/ Adrian J. Maizey | |||||
Name: Adrian J. Maizey | ||||||
Title: Chief Financial Officer | ||||||
EDWARD S. LAMPERT | ||||||
/s/ Edward S. Lampert | ||||||
Edward S. Lampert | ||||||
CRK PARTNERS, LLC | ||||||
By: | ESL Investments, Inc., as its sole member | |||||
By: | /s/ Adrian J. Maizey | |||||
Name: Adrian J. Maizey | ||||||
Title: Chief Financial Officer | ||||||
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 | ||||||
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 |
Page 15 of 16
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 | ||||||
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 managing member | |||||
By: | ESL Investments, Inc., as its general partner | |||||
By: | /s/ Adrian J. Maizey | |||||
Name: Adrian J. Maizey | ||||||
Title: Chief Financial Officer | ||||||
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 |
Page 16 of 16
SCHEDULE I
The names, business addresses, present principal occupations, and citizenship of the directors and
executive officers of ESL Investments, Inc. are set forth below. If no address is given, the
directors or executive officers principal business address is 200 Greenwich Avenue, Greenwich, CT
06830. Unless otherwise indicated, each occupation set forth opposite an individuals name refers
to ESL Investments, Inc.
Name and Business Address | Principal Occupation | Citizenship | ||
Edward S. Lampert
|
Director, Chairman and Chief Executive Officer | United States | ||
William C. Crowley
|
President and Chief Operating Officer | United States | ||
Adrian J. Maizey
|
Chief Financial Officer | United Kingdom and South Africa |