0001181431-13-060629.txt : 20131125 0001181431-13-060629.hdr.sgml : 20131125 20131125214605 ACCESSION NUMBER: 0001181431-13-060629 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20131121 FILED AS OF DATE: 20131125 DATE AS OF CHANGE: 20131125 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 INVESTMENT MANAGEMENT LLC CENTRAL INDEX KEY: 0001249797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13107 FILM NUMBER: 131242301 MAIL ADDRESS: STREET 1: 200 GREENWICH AVE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: RSB INVESTMENT MANAGEMENT LLC DATE OF NAME CHANGE: 20030628 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESL INSTITUTIONAL PARTNERS LP CENTRAL INDEX KEY: 0001249801 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13107 FILM NUMBER: 131242302 BUSINESS ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOUR STATE: FL ZIP: 33154 BUSINESS PHONE: 786-923-5961 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOUR STATE: FL ZIP: 33154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RBS PARTNERS, L.P. CENTRAL INDEX KEY: 0000860585 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13107 FILM NUMBER: 131242303 BUSINESS ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 BUSINESS PHONE: 305-702-2100 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 FORMER NAME: FORMER CONFORMED NAME: RBS PARTNERS L P /CT DATE OF NAME CHANGE: 19990407 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: SPE Master II, L.P. CENTRAL INDEX KEY: 0001553668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13107 FILM NUMBER: 131242304 BUSINESS ADDRESS: STREET 1: 1170 KANE CONCOURSE, SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 BUSINESS PHONE: 7869235961 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE, SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPE II Partners, L.P. CENTRAL INDEX KEY: 0001553669 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13107 FILM NUMBER: 131242305 BUSINESS ADDRESS: STREET 1: 1170 KANE CONCOURSE, SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 BUSINESS PHONE: 7869235961 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE, SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 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: 131242307 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOUR STATE: FL ZIP: 33154 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: 131242300 BUSINESS ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 BUSINESS PHONE: 786-923-5961 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 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: 131242306 BUSINESS ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOUR STATE: FL ZIP: 33154 BUSINESS PHONE: 786-923-5961 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOUR STATE: FL ZIP: 33154 FORMER NAME: FORMER CONFORMED NAME: ESL PARTNERS LP DATE OF NAME CHANGE: 19940524 4 1 rrd396183.xml FORM 4 X0306 4 2013-11-21 0 0000350698 AUTONATION, INC. AN 0001183200 LAMPERT EDWARD S 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR FL 33154 0 0 1 0 0000923727 ESL PARTNERS, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR FL 33154 0 0 1 0 0001553669 SPE II Partners, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR FL 33154 0 0 1 0 0001553668 SPE Master II, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR FL 33154 0 0 1 0 0000860585 RBS PARTNERS, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR FL 33154 0 0 1 0 0001249801 ESL INSTITUTIONAL PARTNERS LP 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR FL 33154 0 0 1 0 0001249797 RBS INVESTMENT MANAGEMENT LLC 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR FL 33154 0 0 1 0 0001126396 ESL INVESTMENTS INC 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR FL 33154 0 0 1 0 Common Stock, par value $0.01 per share 2013-11-21 4 S 0 2068 49.25 D 14892229 D Common Stock, par value $0.01 per share 2013-11-21 4 S 0 1462 49.25 D 2082357 I See Footnotes Common Stock, par value $0.01 per share 2013-11-21 4 S 0 1136 49.25 D 1619180 I See Footnotes Common Stock, par value $0.01 per share 2013-11-21 4 S 0 4 49.25 D 5667 I See Footnotes Common Stock, par value $0.01 per share 2013-11-21 4 S 0 17597 49.25 D 13125212 I See Footnotes Common Stock, par value $0.01 per share 2013-11-22 4 S 0 5876 49.07 D 14886353 D Common Stock, par value $0.01 per share 2013-11-22 4 S 0 4153 49.07 D 2078204 I See Footnotes Common Stock, par value $0.01 per share 2013-11-22 4 S 0 3229 49.07 D 1615951 I See Footnotes Common Stock, par value $0.01 per share 2013-11-22 4 S 0 11 49.07 D 5656 I See Footnotes Common Stock, par value $0.01 per share 2013-11-22 4 S 0 50004 49.07 D 13075208 I See Footnotes Common Stock, par value $0.01 per share 2013-11-25 4 S 0 3300 49.22 D 14883053 D Common Stock, par value $0.01 per share 2013-11-25 4 S 0 2333 49.22 D 2075871 I See Footnotes Common Stock, par value $0.01 per share 2013-11-25 4 S 0 1814 49.22 D 1614137 I See Footnotes Common Stock, par value $0.01 per share 2013-11-25 4 S 0 6 49.22 D 5650 I See Footnotes Common Stock, par value $0.01 per share 2013-11-25 4 S 0 28086 49.22 D 13047122 I See Footnotes This price represents the approximate weighted average price per share of common stock of AutoNation, Inc. (the "Issuer"), par value $0.01 per share (each, a "Share"), of sales that were executed at prices ranging from $49.25 to $49.27 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. This statement is jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), SPE II Partners, LP ("SPE II"), SPE Master II, LP ("SPE Master II"), RBS Partners, L.P. ("RBS"), ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE II, SPE Master II and Institutional are the direct beneficial owners of the securities covered by this statement. RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners, SPE II and SPE Master II. RBSIM is the general partner of, and may be deemed to beneficially own securities owned by, Institutional. ESL is the general partner of RBS and the manager of RBSIM. ESL may be deemed to beneficially own securities owned by RBS and RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, ESL. The reporting persons state that neither the filing of this statement nor anything herein shall be deemed an admission that such persons are, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owners of any securities covered by this statement. The reporting persons disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such persons in such securities. The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer. Represents shares directly beneficially owned by SPE Master II. Represents shares directly beneficially owned by SPE II. Represents shares directly beneficially owned by Institutional. Represents shares directly beneficially owned by Partners. This price represents the approximate weighted average price per Share of sales that were executed at prices ranging from $49.05 to $49.28 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. This price represents the approximate weighted average price per Share of sales that were executed at prices ranging from $49.20 to $49.29 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. Exhibit Index Exhibit 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith) EDWARD S. LAMPERT, By: /s/ Edward S. Lampert 2013-11-25 ESL PARTNERS, L.P., By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2013-11-25 SPE II PARTNERS, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2013-11-25 SPE MASTER II, LP, By: RBS Partners, L.P., Its: General Partner, By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2013-11-25 RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2013-11-25 ESL INSTITUTIONAL PARTNERS, L.P., By: RBS Investment Management, L.L.C., Its: General Partner, By: ESL Investments, Inc., Its: Manager, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2013-11-25 RBS INVESTMENT MANAGEMENT, L.L.C., By: ESL Investments, Inc., Its: Manager, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2013-11-25 ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2013-11-25 EX-99.1 2 rrd356509_403942.htm JOINT FILER INFORMATION rrd356509_403942.html 
                                                                    EXHIBIT 99.1

                            JOINT FILER INFORMATION

                            Other Reporting Person(s)

1.   ESL PARTNERS, L.P.

Item                                    Information

Name:                                   ESL Partners, L.P.

Address:                                1170 Kane Concourse, Suite 200, Bay Harbor,
                                        FL 33154

Designated Filer:                       Edward S. Lampert

Date of Event Requiring Statement       November 21, 2013
(Month/Day/Year):

Issuer Name and Ticker or Trading       AUTONATION, INC. [AN]
Symbol:

Relationship of Reporting Person(s)     10% Owner
to Issuer:

If Amendment, Date Original Filed       Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:       Form filed by More than One Reporting Person

Signature:                              By:      RBS Partners, L.P.
                                        Its:     General Partner

                                        By:      ESL Investments, Inc.
                                        Its:     General Partner

                                        By:      /s/ Edward S. Lampert
                                                 -------------------------------
                                        Name:    Edward S. Lampert
                                        Title:   Chief Executive Officer
                                        Date:    November 25, 2013

2.   SPE II PARTNERS, LP

Item                                    Information

Name:                                   SPE II Partners, LP

Address:                                1170 Kane Concourse, Suite 200, Bay Harbor,
                                        FL 33154

Designated Filer:                       Edward S. Lampert

Date of Event Requiring Statement       November 21, 2013
(Month/Day/Year):

Issuer Name and Ticker or Trading       AUTONATION, INC. [AN]
Symbol:

Relationship of Reporting Person(s)     10% Owner
to Issuer:

If Amendment, Date Original Filed       Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:       Form filed by More than One Reporting Person

Signature:                              By:      RBS Partners, L.P.
                                        Its:     General Partner

                                        By:      ESL Investments, Inc.
                                        Its:     General Partner

                                        By:      /s/ Edward S. Lampert
                                                 -------------------------------
                                        Name:    Edward S. Lampert
                                        Title:   Chief Executive Officer
                                        Date:    November 25, 2013

3.   SPE MASTER II, LP

Item                                    Information

Name:                                   SPE Master II, LP

Address:                                1170 Kane Concourse, Suite 200, Bay Harbor,
                                        FL 33154

Designated Filer:                       Edward S. Lampert

Date of Event Requiring Statement       November 21, 2013
(Month/Day/Year):

Issuer Name and Ticker or Trading       AUTONATION, INC. [AN]
Symbol:

Relationship of Reporting Person(s)     10% Owner
to Issuer:

If Amendment, Date Original Filed       Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:       Form filed by More than One Reporting Person

Signature:                              By:      RBS Partners, L.P.
                                        Its:     General Partner

                                        By:      ESL Investments, Inc.
                                        Its:     General Partner

                                        By:      /s/ Edward S. Lampert
                                                 -------------------------------
                                        Name:    Edward S. Lampert
                                        Title:   Chief Executive Officer
                                        Date:    November 25, 2013

4.   RBS PARTNERS, L.P.

Item                                    Information

Name:                                   RBS Partners, L.P.

Address:                                1170 Kane Concourse, Suite 200, Bay Harbor,
                                        FL 33154

Designated Filer:                       Edward S. Lampert

Date of Event Requiring Statement       November 21, 2013
(Month/Day/Year):

Issuer Name and Ticker or Trading       AUTONATION, INC. [AN]
Symbol:

Relationship of Reporting Person(s)     10% Owner
to Issuer:

If Amendment, Date Original Filed       Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:       Form filed by More than One Reporting Person

Signature:                              By:      ESL Investments, Inc.
                                        Its:     General Partner

                                        By:      /s/ Edward S. Lampert
                                                 -------------------------------
                                        Name:    Edward S. Lampert
                                        Title:   Chief Executive Officer
                                        Date:    November 25, 2013

5.   ESL INSTITUTIONAL PARTNERS, L.P.


Item                                    Information

Name:                                   ESL Institutional Partners, L.P.

Address:                                1170 Kane Concourse, Suite 200, Bay Harbor,
                                        FL 33154

Designated Filer:                       Edward S. Lampert

Date of Event Requiring Statement       November 21, 2013
(Month/Day/Year):

Issuer Name and Ticker or Trading       AUTONATION, INC. [AN]
Symbol:

Relationship of Reporting Person(s)     10% Owner
to Issuer:

If Amendment, Date Original Filed       Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:       Form filed by More than One Reporting Person

Signature:                              By:      RBS Investment Management, L.L.C.
                                        Its:     General Partner

                                        By:      ESL Investments, Inc.
                                        Its:     Manager

                                        By:      /s/ Edward S. Lampert
                                                 -------------------------------
                                        Name:    Edward S. Lampert
                                        Title:   Chief Executive Officer
                                        Date:    November 25, 2013

6.   RBS INVESTMENT MANAGEMENT, L.L.C.

Item                                    Information

Name:                                   RBS Investment Management, L.L.C.

Address:                                1170 Kane Concourse, Suite 200, Bay Harbor,
                                        FL 33154

Designated Filer:                       Edward S. Lampert

Date of Event Requiring Statement       November 21, 2013
(Month/Day/Year):

Issuer Name and Ticker or Trading       AUTONATION, INC. [AN]
Symbol:

Relationship of Reporting Person(s)     10% Owner
to Issuer:

If Amendment, Date Original Filed       Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:       Form filed by More than One Reporting Person

Signature:                              By:      ESL Investments, Inc.
                                        Its:     Manager

                                        By:      /s/ Edward S. Lampert
                                                 -------------------------------
                                        Name:    Edward S. Lampert
                                        Title:   Chief Executive Officer
                                        Date:    November 25, 2013

7.   ESL INVESTMENTS, INC.

Item                                    Information

Name:                                   ESL Investments, Inc.

Address:                                1170 Kane Concourse, Suite 200, Bay Harbor,
                                        FL 33154

Designated Filer:                       Edward S. Lampert

Date of Event Requiring Statement       November 21, 2013
(Month/Day/Year):

Issuer Name and Ticker or Trading       AUTONATION, INC. [AN]
Symbol:

Relationship of Reporting Person(s)     10% Owner
to Issuer:

If Amendment, Date Original Filed       Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:       Form filed by More than One Reporting Person

Signature:
                                        By:      /s/ Edward S. Lampert
                                                 -------------------------------
                                        Name:    Edward S. Lampert
                                        Title:   Chief Executive Officer
                                        Date:    November 25, 2013
EX-99.2 3 rrd356509_403943.htm JOINT FILING AGREEMENT rrd356509_403943.html 
                                                                    EXHIBIT 99.2

                             JOINT FILING AGREEMENT

                               November 25, 2013

         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.

         Date: November 25, 2013        EDWARD S. LAMPERT

                                        By:      /s/ Edward S. Lampert
                                                 -------------------------------

                                        ESL PARTNERS, L.P.

                                        By:      RBS Partners, L.P.
                                        Its:     General Partner

                                        By:      ESL Investments, Inc.
                                        Its:     General Partner

                                        By:      /s/ Edward S. Lampert
                                                 -------------------------------
                                        Name:    Edward S. Lampert
                                        Title:   Chief Executive Officer

                                        SPE II PARTNERS, LP

                                        By:      RBS Partners, L.P.
                                        Its:     General Partner

                                        By:      ESL Investments, Inc.
                                        Its:     General Partner

                                        By:      /s/ Edward S. Lampert
                                                 -------------------------------
                                        Name:    Edward S. Lampert
                                        Title:   Chief Executive Officer

                                        SPE MASTER II, LP

                                        By:      RBS Partners, L.P.
                                        Its:     General Partner

                                        By:      ESL Investments, Inc.
                                        Its:     General Partner

                                        By:      /s/ Edward S. Lampert
                                                 -------------------------------
                                        Name:    Edward S. Lampert
                                        Title:   Chief Executive Officer

                                        RBS PARTNERS, L.P.

                                        By:      ESL Investments, Inc.
                                        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.
                                        Its:     General Partner

                                        By:      ESL Investments, Inc.
                                        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.
                                        Its:     Manager

                                        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