0001181431-13-062261.txt : 20131210 0001181431-13-062261.hdr.sgml : 20131210 20131210213903 ACCESSION NUMBER: 0001181431-13-062261 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20131206 FILED AS OF DATE: 20131210 DATE AS OF CHANGE: 20131210 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: 131269603 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: 131269604 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: 131269605 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: 131269606 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: 131269607 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: 131269609 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: 131269602 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: 131269608 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 rrd397076.xml FORM 4 X0306 4 2013-12-06 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 2013-12-06 4 S 0 4455 50.61 D 14826771 D Common Stock, par value $0.01 per share 2013-12-06 4 S 0 3149 50.61 D 2063008 I See Footnotes Common Stock, par value $0.01 per share 2013-12-06 4 S 0 2448 50.61 D 1604135 I See Footnotes Common Stock, par value $0.01 per share 2013-12-06 4 S 0 9 50.61 D 5615 I See Footnotes Common Stock, par value $0.01 per share 2013-12-06 4 S 0 37907 50.61 D 12930339 I See Footnotes Common Stock, par value $0.01 per share 2013-12-09 4 S 0 14462 50.73 D 14812309 D Common Stock, par value $0.01 per share 2013-12-09 4 S 0 10222 50.73 D 2052786 I See Footnotes Common Stock, par value $0.01 per share 2013-12-09 4 S 0 7948 50.73 D 1596187 I See Footnotes Common Stock, par value $0.01 per share 2013-12-09 4 S 0 28 50.73 D 5587 I See Footnotes Common Stock, par value $0.01 per share 2013-12-09 4 S 0 123065 50.73 D 12807274 I See Footnotes Common Stock, par value $0.01 per share 2013-12-10 4 S 0 23217 50.56 D 14789092 D Common Stock, par value $0.01 per share 2013-12-10 4 S 0 16410 50.56 D 2036376 I See Footnotes Common Stock, par value $0.01 per share 2013-12-10 4 S 0 12760 50.56 D 1583427 I See Footnotes Common Stock, par value $0.01 per share 2013-12-10 4 S 0 45 50.56 D 5542 I See Footnotes Common Stock, par value $0.01 per share 2013-12-10 4 S 0 197568 50.56 D 12609706 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 $50.55 to $50.94 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 $50.40 to $51.09 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 $50.30 to $51.00 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 2013-12-10 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 2013-12-10 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 2013-12-10 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 2013-12-10 RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2013-12-10 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 2013-12-10 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 2013-12-10 ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2013-12-10 EX-99.1 2 rrd357288_404783.htm JOINT FILER INFORMATION rrd357288_404783.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    December 6, 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:  December 10, 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    December 6, 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:  December 10, 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    December 6, 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:  December 10, 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    December 6, 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:  December 10, 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    December 6, 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:  December 10, 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    December 6, 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:  December 10, 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    December 6, 2013
(Month/Day/Year):

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

Relationship of Reporting            10% Owner
Person(s) 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:  December 10, 2013
EX-99.2 3 rrd357288_404784.htm JOINT FILING AGREEMENT rrd357288_404784.html 
                                                                    EXHIBIT 99.2

                             JOINT FILING AGREEMENT

                                December 10, 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: December 10, 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