SC 13D/A

 

 

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