-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GXigWV55b0ChIJw2Xs6XiqpzujevxE75pxF/rmvnDsTE+l9dJEBaBEF2ksqTn5jx bPwWICvZEg3x0GOlh8rTsg== 0000898822-10-000363.txt : 20100602 0000898822-10-000363.hdr.sgml : 20100602 20100602213657 ACCESSION NUMBER: 0000898822-10-000363 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100602 FILED AS OF DATE: 20100602 DATE AS OF CHANGE: 20100602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESL INVESTORS LLC CENTRAL INDEX KEY: 0001249806 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13107 FILM NUMBER: 10874337 MAIL ADDRESS: STREET 1: 200 GREENWICH AVE CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AUTONATION, INC. CENTRAL INDEX KEY: 0000350698 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 731105145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 SW 1ST AVE STREET 2: SUITE 1600 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 9547696000 MAIL ADDRESS: STREET 1: 200 SW 1ST AVE STREET 2: SUITE 1600 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 FORMER COMPANY: FORMER CONFORMED NAME: AUTONATION, INC. /FL DATE OF NAME CHANGE: 20090827 FORMER COMPANY: FORMER CONFORMED NAME: AutoNation, Inc. /FL DATE OF NAME CHANGE: 20090827 FORMER COMPANY: FORMER CONFORMED NAME: AUTONATION INC /FL DATE OF NAME CHANGE: 19990407 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RBS PARTNERS L P /CT CENTRAL INDEX KEY: 0000860585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13107 FILM NUMBER: 10874339 BUSINESS ADDRESS: STREET 1: ONE LAFAYETTE PLACE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038614606 MAIL ADDRESS: STREET 1: ONE LAFAYETTE PLACE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: LAMPERT L P DATE OF NAME CHANGE: 19940207 FORMER NAME: FORMER CONFORMED NAME: RBS PARTNERS L P DATE OF NAME CHANGE: 19931210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESL PARTNERS, L.P. CENTRAL INDEX KEY: 0000923727 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13107 FILM NUMBER: 10874338 BUSINESS ADDRESS: STREET 1: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-861-4600 MAIL ADDRESS: STREET 1: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: ESL PARTNERS LP DATE OF NAME CHANGE: 19940524 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESL INVESTMENTS INC CENTRAL INDEX KEY: 0001126396 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13107 FILM NUMBER: 10874340 BUSINESS ADDRESS: STREET 1: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038614600 MAIL ADDRESS: STREET 1: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAMPERT EDWARD S CENTRAL INDEX KEY: 0001183200 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13107 FILM NUMBER: 10874341 MAIL ADDRESS: STREET 1: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 4 1 primary_doc.xml PRIMARY DOCUMENT X0303 4 2010-06-02 0 0000350698 AUTONATION, INC. AN 0001183200 LAMPERT EDWARD S 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001126396 ESL INVESTMENTS INC 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0000860585 RBS PARTNERS L P /CT ONE LAFAYETTE PLACE GREENWICH CT 06830 0 0 1 0 0000923727 ESL PARTNERS, L.P. 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001249806 ESL INVESTORS LLC 200 GREENWICH AVE GREENWICH CT 06830 0 0 1 0 Common Stock, par value $0.01 per share 2010-06-02 4 J 0 665660 0 D 58775840 I See Footnotes Common Stock, par value $0.01 per share 2010-06-02 4 J 0 665660 0 D 0 I See Footnotes Common Stock, par value $0.01 per share 12882401 I See Footnotes Common Stock, par value $0.01 per share 6704 I See Footnotes Common Stock, par value $0.01 per share 2010-06-02 4 J 0 491929 0 A 5220154 I See Footnotes Common Stock, par value $0.01 per share 102995 I See Footnotes Common Stock, par value $0.01 per share 3766897 D As part of an internal restructuring by the Reporting Persons that occurred on June 2, 2010, ESL Partners, L.P. ("Partners") distributed these shares of common stock, par value $0.01 per share ("Shares"), of AutoNation, Inc. (the "Issuer") to its general partner, RBS Partners, L.P. ("RBS"). RBS then immediately distributed 575,973 of these Shares to Edward S. Lampert and 89,687 of these Shares to William C. Crowley. Mr. Lampert and Mr. Crowley are parties to an agreement with Partners that generally requires Mr. Lampert and Mr. Crowley to sell these Shares received, and to make certain purchases of additional Shares of the Issuer, on a pro rata basis with Partners, at the same time and on substantially the same economic terms and conditions (subject to certain legal, tax, accounting or regulatory considerations). The internal restructuring transactions described herein will result in direct ownership by Mr. Lampert and Mr. Crowley of a portion of their indirect ownership interests in the Issuer. Specifically, Partners is making a partial distribution to RBS based on RBS's pro rata share of the assets of Partners. Of that distribution, a portion of the Shares indirectly owned by Mr. Lampert will initially be retained by ESL Partners and, upon expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended ("HSR Approval"), will be distributed to RBS, which in turn will make a distribution to Mr. Lampert. Filing for HSR Approval is expected to be made shortly. As a result of this internal restructuring, described in footnote 1 above and footnote 8 below, both after the distribution of Shares reflected in this filing, and after the additional distribution of Shares to Mr. Lampert upon receiving HSR Approval, the combined direct and indirect ownership of Mr. Lampert and Mr. Crowley in the Issuer, and the pecuniary interest of each of Mr. Lampert and Mr. Crowley in the Issuer, will not change. These Shares are held by Partners. These Shares were distributed by RBS to Mr. Lampert and Mr. Crowley as a result of the transactions described in footnote 1 above. These Shares are held by RBS. These Shares are held in an account established by the investment member of ESL Investors, L.L.C. ("Investors"). These Shares are held by ESL Institutional Partners, L.P. ("Institutional"). These Shares were distributed by CBL Partners, L.P. ("CBL") to Mr. Lampert and Mr. Crowley. As a result of this transaction, Mr. Lampert directly holds Shares in which he previously held an indirect interest through his interest in CBL. These Shares are held by CBL. These Shares are held in grantor retained annuity trusts, of which Mr. Lampert is the trustee. These Shares include 575,973 Shares distributed by RBS as a result of the transactions described in footnote 1 above and 482,090 Shares distributed by CBL as a result of the transactions described in footnote 8 above. As a result of these distributions, Mr. Lampert directly holds Shares in which he previously held an indirect interest. These Shares are held by Mr. Lampert. This Form 4 is filed on behalf of Mr. Lampert, ESL Investments, Inc. ("Investments"), RBS, Partners and Investors. RBS is the general partner of Partners and the managing member of Investors. RBS Investment Management, L.L.C. ("RBSIM") is the general partner of Institutional. Investments is the general partner of RBS and CBL and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Ex-ecutive Officer and Director of Investments. Mr. Crowley is separately filing a Statement of Changes in Beneficial Ownership on Form 4 in connection with these transactions and disclaims beneficial own-ership of all securities beneficially owned by Mr. Lampert. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of his or its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount. /s/ Edward S. Lampert (See signatures of Reporting Persons as Exhibit 99.1) 2010-06-02 EX-99.1 2 an991.txt JOINT FILER INFORMATION Exhibit 99.1 Joint Filer Information Date of Earliest Transaction Reported in Statement: June 2, 2010 Issuer Name and Ticker or Trading Symbol: AutoNation (AN) Designated Filer: Edward S. Lampert Other Joint Filers: ESL Investments, Inc., RBS Partners, L.P., ESL Partners, L.P. and ESL Investors, L.L.C. Addresses: The principal business address of each of the Joint Filers above is 200 Greenwich Avenue, Greenwich, CT 06830. Signatures: EDWARD S. LAMPERT /s/ Edward S. Lampert --------------------- ESL INVESTMENTS, INC. By Adrian J. Maizey, Chief Financial Officer /s/ Adrian J. Maizey --------------------- RBS PARTNERS, L.P. By: ESL Investments, Inc., as its general partner By: Adrian J. Maizey, Chief Financial Officer /s/ Adrian J. Maizey --------------------- ESL PARTNERS, L.P. By: RBS Partners, L.P., as its general partner By: ESL Investments, Inc., as its general partner By Adrian J. Maizey, Chief Financial Officer /s/ Adrian J. Maizey --------------------- ESL INVESTORS, L.L.C. By: RBS Partners, L.P., as its manager By: ESL Investments, Inc., as its general partner By Adrian J. Maizey, Chief Financial Officer /s/ Adrian J. Maizey -------------------- -----END PRIVACY-ENHANCED MESSAGE-----