SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 25) *
Sears
Holdings Corporation
(Name of Issuer)
Common Shares
(Title of
Class of Securities)
812350106
(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)
September 17, 2014
(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 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, 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).
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1. |
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Names of
Reporting Persons. ESL Partners, L.P. |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x
(b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
21,992,640 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
21,992,640 |
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10. |
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Shared Dispositive Power
25,213,472 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
47,206,112 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 44.3% (1) |
14. |
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Type of Reporting Person (See
Instructions) PN |
(1) |
Based upon 106,472,251 common shares outstanding as of August 15, 2014, as disclosed in Holdings Quarterly Report on Form 10-Q for the quarter ended August 2, 2014 that was filed by Holdings with the Securities
and Exchange Commission on August 21, 2014. |
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1. |
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Names of
Reporting Persons. SPE I Partners, LP |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x
(b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
1,939,872 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
1,939,872 |
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10. |
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Shared Dispositive Power
0 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,939,872 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 1.8% (1) |
14. |
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Type of Reporting Person (See
Instructions) PN |
(1) |
Based upon 106,472,251 common shares outstanding as of August 15, 2014, as disclosed in Holdings Quarterly Report on Form 10-Q for the quarter ended August 2, 2014 that was filed by Holdings with the Securities
and Exchange Commission on August 21, 2014. |
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1. |
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Names of
Reporting Persons. SPE Master I, LP |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x
(b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
2,494,783 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
2,494,783 |
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10. |
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Shared Dispositive Power
0 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,494,783 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 2.3% (1) |
14. |
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Type of Reporting Person (See
Instructions) PN |
(1) |
Based upon 106,472,251 common shares outstanding as of August 15, 2014, as disclosed in Holdings Quarterly Report on Form 10-Q for the quarter ended August 2, 2014 that was filed by Holdings with the Securities
and Exchange Commission on August 21, 2014. |
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1. |
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Names of
Reporting Persons. RBS Partners, L.P. |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x
(b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
26,427,295 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
26,427,295 |
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10. |
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Shared Dispositive Power
25,213,472 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
51,640,767 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 48.5% (1) |
14. |
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Type of Reporting Person (See
Instructions) PN |
(1) |
Based upon 106,472,251 common shares outstanding as of August 15, 2014, as disclosed in Holdings Quarterly Report on Form 10-Q for the quarter ended August 2, 2014 that was filed by Holdings with the Securities
and Exchange Commission on August 21, 2014. |
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1. |
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Names of
Reporting Persons. ESL Institutional Partners, L.P. |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x
(b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
10,230 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
10,230 |
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10. |
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Shared Dispositive Power
0 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,230 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 0.0% (1) |
14. |
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Type of Reporting Person (See
Instructions) PN |
(1) |
Based upon 106,472,251 common shares outstanding as of August 15, 2014, as disclosed in Holdings Quarterly Report on Form 10-Q for the quarter ended August 2, 2014 that was filed by Holdings with the Securities
and Exchange Commission on August 21, 2014. |
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1. |
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Names of
Reporting Persons. RBS Investment Management, L.L.C. |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x
(b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
10,230 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
10,230 |
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10. |
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Shared Dispositive Power
0 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
10,230 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 0.0% (1) |
14. |
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Type of Reporting Person (See
Instructions) OO |
(1) |
Based upon 106,472,251 common shares outstanding as of August 15, 2014, as disclosed in Holdings Quarterly Report on Form 10-Q for the quarter ended August 2, 2014 that was filed by Holdings with the Securities
and Exchange Commission on August 21, 2014. |
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1. |
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Names of
Reporting Persons. CRK Partners, LLC |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x
(b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
747 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
747 |
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10. |
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Shared Dispositive Power
0 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
747 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 0.0% (1) |
14. |
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Type of Reporting Person (See
Instructions) OO |
(1) |
Based upon 106,472,251 common shares outstanding as of August 15, 2014, as disclosed in Holdings Quarterly Report on Form 10-Q for the quarter ended August 2, 2014 that was filed by Holdings with the Securities
and Exchange Commission on August 21, 2014. |
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1. |
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Names of
Reporting Persons. ESL Investments, Inc. |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x
(b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization Delaware |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
26,438,272 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
26,438,272 |
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10. |
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Shared Dispositive Power
25,213,472 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
51,651,744 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 48.5% (1) |
14. |
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Type of Reporting Person (See
Instructions) CO |
(1) |
Based upon 106,472,251 common shares outstanding as of August 15, 2014, as disclosed in Holdings Quarterly Report on Form 10-Q for the quarter ended August 2, 2014 that was filed by Holdings with the Securities
and Exchange Commission on August 21, 2014. |
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1. |
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Names of
Reporting Persons. Edward S. Lampert |
2. |
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) x
(b) ¨ |
3. |
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SEC Use Only
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4. |
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Source of Funds (See Instructions)
OO |
5. |
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
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Citizenship or Place of
Organization United States |
Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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7. |
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Sole Voting Power
51,651,744 |
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8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
26,438,272 |
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10. |
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Shared Dispositive Power
25,213,472 |
11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
51,651,744 |
12. |
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨ |
13. |
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Percent of Class Represented by Amount
in Row (11) 48.5% (1) |
14. |
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Type of Reporting Person (See
Instructions) IN |
(1) |
Based upon 106,472,251 common shares outstanding as of August 15, 2014, as disclosed in Holdings Quarterly Report on Form 10-Q for the quarter ended August 2, 2014 that was filed by Holdings with the Securities
and Exchange Commission on August 21, 2014. |
This Amendment No. 25 to Schedule 13D (this Amendment) relates to common shares,
par value $0.01 per share (the Holdings Common Stock), of Sears Holdings Corporation, a Delaware corporation (Holdings). This Amendment 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 I), SPE Master I, LP, a Delaware limited partnership (SPE Master I), RBS
Partners, L.P., a Delaware limited partnership (RBS), ESL Institutional Partners, L.P., a Delaware limited partnership (Institutional), RBS Investment Management, L.L.C., a Delaware limited liability company
(RBSIM), CRK Partners, LLC, a Delaware limited liability company (CRK LLC), 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, 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
Securities and Exchange Commission.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
The Reporting Persons received inquiries from and are in discussions with certain third parties with respect to the third parties
acquiring participation interests (Participations) in the Loan. Terms of the Participations may restrict the affiliates of the Reporting Persons from taking certain actions with respect to the Loan, including the waiver of certain
defaults under the Loan.
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.
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Date: September 19, 2014 |
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ESL PARTNERS, L.P. |
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By: |
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RBS Partners, L.P., as its general partner |
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By: |
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ESL Investments, Inc., as its general partner |
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By: |
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/s/ Edward S. Lampert |
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Name: |
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Edward S. Lampert |
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Title: |
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Chief Executive Officer |
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SPE I PARTNERS, LP |
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By: RBS Partners, L.P., as its general partner |
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By: ESL Investments, Inc., as its general partner |
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By: |
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/s/ Edward S. Lampert |
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Name: |
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Edward S. Lampert |
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Title: |
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Chief Executive Officer |
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SPE MASTER I, LP |
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By: RBS Partners, L.P., as its general partner |
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By: ESL Investments, Inc., as its general partner |
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By: |
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/s/ Edward S. Lampert |
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Name: |
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Edward S. Lampert |
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Title: |
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Chief Executive Officer |
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RBS PARTNERS, L.P. |
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By: |
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ESL Investments, Inc., as its general partner |
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By: |
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/s/ Edward S. Lampert |
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Name: |
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Edward S. Lampert |
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Title: |
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Chief Executive Officer |
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ESL INSTITUTIONAL PARTNERS, L.P. |
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By: |
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RBS Investment Management, L.L.C., as its general |
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partner |
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By: |
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ESL Investments, Inc., as its manager |
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By: |
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/s/ Edward S. Lampert |
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Name: |
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Edward S. Lampert |
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Title: |
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Chief Executive Officer |
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RBS INVESTMENT MANAGEMENT, L.L.C. |
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By: |
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ESL Investments, Inc., as its manager |
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By: |
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/s/ Edward S. Lampert |
Name: |
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Edward S. Lampert |
Title: |
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Chief Executive Officer |
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CRK PARTNERS, LLC |
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By: |
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ESL Investments, Inc., as its sole member |
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By: |
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/s/ Edward S. Lampert |
Name: |
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Edward S. Lampert |
Title: |
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Chief Executive Officer |
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ESL INVESTMENTS, INC. |
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By: |
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/s/ Edward S. Lampert |
Name: |
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Edward S. Lampert |
Title: |
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Chief Executive Officer |
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EDWARD S. LAMPERT |
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By: |
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/s/ Edward S. Lampert |
EXHIBIT INDEX
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Exhibit |
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Description of Exhibit |
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99.1 |
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Amendment, dated March 22, 2005, to the Agreement, dated January 31, 2005, among Kmart Holding Corporation, Sears Holdings Corporation, ESL Partners, L.P., ESL Investors, L.L.C., ESL Institutional Partners, L.P. and CRK
Partners II, L.P. (incorporated by reference to Exhibit L to the Amendment to Schedule 13D filed on April 1, 2005). |
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99.2 |
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Acknowledgement, dated as of March 24, 2005, by Sears Holdings Corporation (relating to the assumption of the Registration Rights Agreement) (incorporated by reference to Exhibit K to the Amendment to Schedule 13D filed on
April 1, 2005). |
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99.3 |
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Letter Agreement, dated June 2, 2010, by and between ESL Partners, L.P. and Edward S. Lampert (incorporated by reference to Exhibit 8 to the Amendment to Schedule 13D filed on June 2, 2010). |
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99.5 |
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Joint Filing Agreement (incorporated by reference to Exhibit 99.5 to the Amendment to Schedule 13D filed on March 11, 2013). |
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99.6 |
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Form of Letter (incorporated by reference to Exhibit 10.30 to Holdings Annual Report on Form 10-K filed on March 20, 2013). |
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99.7 |
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Loan Agreement, dated September 15, 2014, between Sears, Roebuck and Co., Sears Development Co. and Kmart Corporation, and JPP II, LLC and JPP, LLC (incorporated by reference to Exhibit 99.7 to the Amendment to Schedule 13D
filed on September 16, 2014). |