UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Sears Canada
Inc.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
81234D109
(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 4, 2016
(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).
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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
|
| 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
23,504,516 |
| |
8. |
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Shared Voting Power
0 |
| |
9. |
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Sole Dispositive Power
23,504,516 |
| |
10. |
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Shared Dispositive Power
22,657,999 |
| 11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
46,162,515 |
| 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) 45.3% (1) |
| 14. |
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Type of Reporting Person (See
Instructions) PN |
| (1) |
Based upon 101,877,662 Shares of the Issuer outstanding as of March 12, 2015, as disclosed in the Issuer’s Annual Report attached as Exhibit 99.1 to Form 6-K filed by the Issuer with the Securities and Exchange
Commission on March 13, 2015. |
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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
23,504,516 |
| |
8. |
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Shared Voting Power
0 |
| |
9. |
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Sole Dispositive Power
23,504,516 |
| |
10. |
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Shared Dispositive Power
22,657,999 |
| 11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
46,162,515 |
| 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) 45.3% (1) |
| 14. |
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Type of Reporting Person (See
Instructions) PN |
| (1) |
Based upon 101,877,662 Shares of the Issuer outstanding as of March 12, 2015, as disclosed in the Issuer’s Annual Report attached as Exhibit 99.1 to Form 6-K filed by the Issuer with the Securities and Exchange
Commission on March 13, 2015. |
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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
0 |
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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
0 |
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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
0 |
| 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% |
| 14. |
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Type of Reporting Person (See
Instructions) PN |
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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
0 |
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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
0 |
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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
0 |
| 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% |
| 14. |
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Type of Reporting Person (See
Instructions) OO |
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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
0 |
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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
0 |
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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
0 |
| 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% |
| 14. |
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Type of Reporting Person (See
Instructions) OO |
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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
23,504,516 |
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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
23,504,516 |
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10. |
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Shared Dispositive Power
22,657,999 |
| 11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
46,162,515 |
| 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) 45.3% (1) |
| 14. |
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Type of Reporting Person (See
Instructions) CO |
| (1) |
Based upon 101,877,662 Shares of the Issuer outstanding as of March 12, 2015, as disclosed in the Issuer’s Annual Report attached as Exhibit 99.1 to Form 6-K filed by the Issuer with the Securities and Exchange
Commission on March 13, 2015. |
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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 |
|
7. |
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Sole Voting Power
46,162,515 |
| |
8. |
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Shared Voting Power
0 |
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9. |
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Sole Dispositive Power
23,504,516 |
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10. |
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Shared Dispositive Power
22,657,999 |
| 11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
46,162,515 |
| 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) 45.3% (1) |
| 14. |
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Type of Reporting Person (See
Instructions) IN |
| (1) |
Based upon 101,877,662 Shares of the Issuer outstanding as of March 12, 2015, as disclosed in the Issuer’s Annual Report attached as Exhibit 99.1 to Form 6-K filed by the Issuer with the Securities and Exchange
Commission on March 13, 2015. |
This Amendment No. 7 to Schedule 13D (this “Amendment”) relates to common shares,
no par value (the “Shares”), of Sears Canada Inc., a corporation organized under the laws of Canada (the “Issuer”). 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 Master I, LP, a Delaware limited partnership, 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.
The Reporting Persons are filing this Amendment to report a distribution of Shares on a pro rata basis to certain partners that elected
in 2015 to redeem all or a portion of their interest in Partners.
| Item 2. |
Identity and Background. |
Item 2(a) is hereby amended and restated in its entirety
as follows:
“(a) This Schedule 13D is being filed by Partners, RBS, Institutional, RBSIM, CRK LLC, ESL and Edward S. Lampert by
furnishing the information set forth below. Partners, RBS, Institutional, RBSIM, CRK LLC, ESL and Mr. Lampert are collectively defined as the “Reporting Persons.”
Attached as Annex A 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 Investments (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.”
Item 2(b) is hereby amended and restated in its entirety as follows:
“(b) The principal place of business of each of the Reporting Persons is 1170 Kane Concourse, Suite 200, Bay Harbor Islands, Florida
33154.”
Item 2(c) is hereby amended and restated in its entirety as follows:
“(c) The principal business of each of the Reporting Persons is purchasing, holding and selling securities for investment purposes. RBS
is the general partner of Partners. RBSIM is the general partner of Institutional. ESL is the general partner of RBS, the sole member of CRK LLC and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of ESL.
Mr. Lampert is also a limited partner of RBS. Mr. Lampert is also Chairman of the Board of Directors of Sears Holdings Corporation (“Sears 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.”
Item 2(f) is hereby amended and restated in its entirety as follows:
“(f) Partners, RBS, Institutional, RBSIM, CRK LLC and ESL are organized under the laws of the State of Delaware. Mr. Lampert is a
United States citizen.”
| Item 5. |
Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated in its
entirety as follows:
“(a)-(b) Each Reporting 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 Reporting 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 Reporting 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 January 5, 2016, the Reporting Persons may be deemed to beneficially own the Shares of
the Issuer set forth in the table below.
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| REPORTING PERSON |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED |
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PERCENTAGE
OF
OUTSTANDING
SHARES |
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SOLE VOTING
POWER |
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SHARED
VOTING
POWER |
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SOLE
DISPOSITIVE
POWER |
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SHARED
DISPOSITIVE
POWER |
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| ESL Partners, L.P. |
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46,162,515 |
(1) |
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45.3 |
% |
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23,504,516 |
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0 |
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23,504,516 |
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22,657,999 |
(1) |
| RBS Partners, L.P. |
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46,162,515 |
(1)(2) |
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45.3 |
% |
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23,504,516 |
(2) |
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0 |
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23,504,516 |
(2) |
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22,657,999 |
(1) |
| ESL Institutional Partners, L.P. |
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0 |
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0.0 |
% |
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0 |
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0 |
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0 |
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0 |
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| RBS Investment Management, L.L.C. |
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0 |
(3) |
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0.0 |
% |
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0 |
(3) |
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0 |
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0 |
(3) |
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0 |
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| CRK Partners, LLC |
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0 |
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0.0 |
% |
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0 |
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0 |
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0 |
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0 |
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| ESL Investments, Inc. |
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46,162,515 |
(1)(4) |
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45.3 |
% |
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23,504,516 |
(4) |
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0 |
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23,504,516 |
(4) |
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22,657,999 |
(1) |
| Edward S. Lampert |
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46,162,515 |
(1)(5) |
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45.3 |
% |
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46,162,515 |
(1)(5) |
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0 |
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23,504,516 |
(5) |
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22,657,999 |
(1) |
| (1) |
This number includes 22,657,999 Shares of the Issuer held by Mr. Lampert. Partners 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, Partners may be deemed to have shared dispositive power over, and to indirectly beneficially own, securities owned by Mr. Lampert. RBS, ESL and Mr. Lampert may also be deemed to have
shared dispositive power over, and to indirectly beneficially own, such securities. |
| (2) |
This number includes 23,504,516 Shares of the Issuer held by Partners. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, Partners. |
| (3) |
RBSIM is the general partner of, and may be deemed to indirectly beneficially own any securities owned by, Institutional. |
| (4) |
This number includes 23,504,516 Shares of the Issuer held by Partners. ESL is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS. ESL is the manager of, and may be deemed
to indirectly beneficially own any securities owned by, RBSIM. ESL is the sole member of, and may be deemed to indirectly beneficially own any securities owned by, CRK LLC. |
| (5) |
This number includes 23,504,516 Shares of the Issuer held by Partners. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities owned by,
ESL. |
(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 Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.
(d) Not applicable.
(e) As a
result of a pro rata distribution of shares of Common Stock by both Institutional and CRK LLC, each of Institutional, RBSIM and CRK LLC ceased to beneficially own any shares of Common Stock on October 2, 2015.”
| Item 7. |
Material to be Filed as Exhibits. |
Item 7 is hereby amended and supplemented as
follows:
“The following exhibit is filed as an exhibit hereto:
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| Exhibit |
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Description of Exhibit |
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| 99.8 |
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Joint Filing Agreement (filed herewith).” |
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: January 5, 2016 |
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ESL PARTNERS, L.P. |
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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: 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: RBS Investment Management, L.L.C., as its general partner |
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By: 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: 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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CRK PARTNERS, LLC |
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By: ESL Investments, Inc., as its sole member |
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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 INVESTMENTS, INC. |
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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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EDWARD S. LAMPERT |
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By: |
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/s/ Edward S. Lampert |
ANNEX A
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 director’s or executive officer’s principal business address is 1170 Kane Concourse, Suite 200, Bay Harbor Islands, Florida 33154. Unless otherwise indicated, each occupation set forth
opposite an individual’s name refers to ESL Investments, Inc.
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| Name and Business Address |
|
Principal Occupation |
|
Citizenship |
| Edward S. Lampert |
|
Director, Chairman and Chief Executive Officer;
Chairman and Chief Executive Officer of Sears Holdings
Corporation |
|
United States |
| Robert Breyer |
|
Chief Compliance Officer |
|
United States |
| Harold Talisman |
|
Chief Financial Officer |
|
United States |
ANNEX B
RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF
SEARS CANADA INC.
|
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|
|
|
| Entity |
|
Date of
Transaction |
|
Description
of Transaction |
|
Shares
Acquired |
|
|
Shares
Disposed |
|
|
Price Per
Share |
|
| ESL Partners, L.P. |
|
01/04/2016 |
|
Pro Rata Distribution of Shares to
Redeeming Partners |
|
|
|
|
|
|
2,692,691 |
|
|
$ |
0 |
|
| RBS Partners, L.P. |
|
01/04/2016 |
|
Acquisition of Shares from ESL Partners, L.P.
as a result of a Pro Rata Distribution
to Redeeming Partners |
|
|
46,226 |
|
|
|
|
|
|
$ |
0 |
|
| RBS Partners, L.P. |
|
01/04/2016 |
|
Pro Rata Distribution of Shares to
Redeeming Partners |
|
|
|
|
|
|
46,226 |
|
|
$ |
0 |
|
EXHIBIT INDEX
|
|
|
| Exhibit |
|
Description of Exhibit |
|
|
| 99.1 |
|
Letter Agreement, dated June 2, 2010, by and between ESL Partners, L.P. and Edward S. Lampert (incorporated by reference to Exhibit 99.1 to Schedule 13D filed on November 13, 2012). |
|
|
| 99.3 |
|
Form of Subscription Rights Certificate (incorporated by reference to Exhibit 99.3 to Schedule 13D filed on October 17, 2014). |
|
|
| 99.4 |
|
Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE Master I, LP and ESL Partners, L.P. (incorporated by reference to Exhibit 99.4 to Schedule 13D filed on October 28, 2014). |
|
|
| 99.5 |
|
Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE Master I, LP and Mr. Edward S. Lampert (incorporated by reference to Exhibit 99.5 to Schedule 13D filed on October 28, 2014). |
|
|
| 99.6 |
|
Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE I Partners, LP and ESL Partners, L.P. (incorporated by reference to Exhibit 99.6 to Schedule 13D filed on October 28, 2014). |
|
|
| 99.7 |
|
Rights Purchase Agreement, dated as of October 26, 2014, by and between SPE I Partners, LP and Mr. Edward S. Lampert (incorporated by reference to Exhibit 99.7 to Schedule 13D filed on October 28, 2014). |
|
|
| 99.8 |
|
Joint Filing Agreement (filed herewith). |
EXHIBIT 99.8
JOINT FILING AGREEMENT
January 5, 2016
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and
regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including
any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing,
furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with
respect to such revoking party.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed
and effective as of the date set forth below.
|
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|
|
|
Date: January 5, 2016 |
|
|
|
ESL PARTNERS, L.P. |
|
|
|
|
|
|
|
|
|
|
By: RBS Partners, L.P., as its general partner |
|
|
|
|
|
|
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|
|
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. |
|
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|
|
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|
By: ESL Investments, Inc., as its general partner |
|
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|
|
|
|
|
|
|
|
|
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, L.L.C. |
|
|
|
|
|
|
|
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 |
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