UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 28) *
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)
October 2, 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 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. 812350106 |
| 1. | Names of Reporting Persons.
ESL Partners, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (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
21,992,640 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
21,992,640 | |||||
| 10. | Shared Dispositive Power
25,226,096 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
47,218,736 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
44.3%(1) | |||||
| 14. | 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. |
| CUSIP No. 812350106 |
| 1. | Names of Reporting Persons.
SPE I Partners, LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (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
1,939,872 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
1,939,872 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,939,872 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
1.8%(1) | |||||
| 14. | 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. |
| CUSIP No. 812350106 |
| 1. | Names of Reporting Persons.
SPE Master I, LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (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
2,494,783 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
2,494,783 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,494,783 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
2.3%(1) | |||||
| 14. | 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. |
| CUSIP No. 812350106 |
| 1. | Names of Reporting Persons.
RBS Partners, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (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
26,427,295 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
26,427,295 | |||||
| 10. | Shared Dispositive Power
25,226,096 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
51,653,391 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
48.5%(1) | |||||
| 14. | 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. |
| CUSIP No. 812350106 |
| 1. | Names of Reporting Persons.
ESL Institutional Partners, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (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
10,230 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
10,230 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,230 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.0%(1) | |||||
| 14. | 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. |
| CUSIP No. 812350106 |
| 1. | Names of Reporting Persons.
RBS Investment Management, L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (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
10,230 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
10,230 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,230 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.0%(1) | |||||
| 14. | 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. |
| CUSIP No. 812350106 |
| 1. | Names of Reporting Persons.
CRK Partners, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (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
747 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
747 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
747 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.0%(1) | |||||
| 14. | 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. |
| CUSIP No. 812350106 |
| 1. | Names of Reporting Persons.
ESL Investments, Inc. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (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
26,438,272 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
26,438,272 | |||||
| 10. | Shared Dispositive Power
25,226,096 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
51,664,368 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
48.5%(1) | |||||
| 14. | 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. |
| CUSIP No. 812350106 |
| 1. | Names of Reporting Persons.
Edward S. Lampert | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x (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
51,664,368 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
26,438,272 | |||||
| 10. | Shared Dispositive Power
25,226,096 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
51,664,368 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
48.5%(1) | |||||
| 14. | 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. 28 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:
“On October 2, 2014, Holdings announced that its board of directors approved a subscription rights offering of up to 40,000,000 common shares of Sears Canada, Inc. Certain of the Reporting Persons have advised Holdings that they intend to exercise their respective pro rata portion of the subscription rights in full as soon as practicable after such subscription rights have been distributed, though they have not entered into any agreement to do so.”
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented as follows:
“The information set forth in Item 4 is incorporated by reference into this Item 6.”
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: October 3, 2014 | 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 | |||||
| SPE I PARTNERS, LP | ||||||
| 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 | |||||
| SPE MASTER I, LP | ||||||
| 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 INSTITUTIONAL PARTNERS, L.P. | ||||||
| By: RBS Investment Management, L.L.C., as its general partner | ||||||
| By: ESL Investments, Inc., as its manager | ||||||
| By: | /s/ Edward S. Lampert | |||||
| Name: | Edward S. Lampert | |||||
| Title: | Chief Executive Officer | |||||
| RBS INVESTMENT MANAGEMENT, L.L.C. | ||||||
| By: ESL Investments, Inc., as its manager | ||||||
| By: | /s/ Edward S. Lampert | |
| Name: | Edward S. Lampert | |
| Title: | Chief Executive Officer | |
| CRK PARTNERS, LLC | ||
| By: ESL Investments, Inc., as its sole member | ||
| 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 | |