0001181431-14-023030.txt : 20140624 0001181431-14-023030.hdr.sgml : 20140624 20140605213757 ACCESSION NUMBER: 0001181431-14-023030 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140603 FILED AS OF DATE: 20140605 DATE AS OF CHANGE: 20140605 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: 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: 14894996 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: ESL INVESTMENTS INC DATE OF NAME CHANGE: 20001016 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESL INSTITUTIONAL PARTNERS, L.P. 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: 14894998 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: ESL INSTITUTIONAL PARTNERS LP DATE OF NAME CHANGE: 20030628 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPE Master II, LP CENTRAL INDEX KEY: 0001553668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13107 FILM NUMBER: 14895000 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: SPE Master II, L.P. DATE OF NAME CHANGE: 20120706 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: 14895002 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: ESL PARTNERS LP DATE OF NAME CHANGE: 19940524 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: 14895003 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: SPE II Partners, LP CENTRAL INDEX KEY: 0001553669 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13107 FILM NUMBER: 14895001 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: SPE II Partners, L.P. DATE OF NAME CHANGE: 20120706 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RBS INVESTMENT MANAGEMENT, L.L.C. 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: 14894997 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 INVESTMENT MANAGEMENT LLC DATE OF NAME CHANGE: 20040120 FORMER NAME: FORMER CONFORMED NAME: RSB INVESTMENT MANAGEMENT LLC DATE OF NAME CHANGE: 20030628 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: 14894999 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 4 1 rrd411140.xml FORM 4 X0306 4 2014-06-03 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, LP 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR FL 33154 0 0 1 0 0001553668 SPE Master II, LP 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, L.P. 1170 KANE CONCOURSE, SUITE 200 BAY HARBOR FL 33154 0 0 1 0 0001249797 RBS INVESTMENT MANAGEMENT, L.L.C. 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 2014-06-03 4 S 0 128465 57.80 D 14263702 D Common Stock, par value $0.01 per share 2014-06-03 4 S 0 20597 57.80 D 1735230 I See Footnotes Common Stock, par value $0.01 per share 2014-06-03 4 S 0 16016 57.80 D 1349264 I See Footnotes Common Stock, par value $0.01 per share 2014-06-03 4 S 0 56 57.80 D 4721 I See Footnotes Common Stock, par value $0.01 per share 2014-06-03 4 S 0 148662 57.80 D 9083287 I See Footnotes Common Stock, par value $0.01 per share 2014-06-03 4 G 0 270364 0.00 D 13993338 D Common Stock, par value $0.01 per share 2014-06-04 4 S 0 131671 57.49 D 13861667 D Common Stock, par value $0.01 per share 2014-06-04 4 S 0 15519 57.49 D 1719711 I See Footnotes Common Stock, par value $0.01 per share 2014-06-04 4 S 0 12067 57.49 D 1337197 I See Footnotes Common Stock, par value $0.01 per share 2014-06-04 4 S 0 42 57.49 D 4679 I See Footnotes Common Stock, par value $0.01 per share 2014-06-04 4 S 0 74712 57.49 D 9008575 I See Footnotes Common Stock, par value $0.01 per share 2014-06-05 4 S 0 57321 57.32 D 13804346 D Common Stock, par value $0.01 per share 2014-06-05 4 S 0 7574 57.32 D 1712137 I See Footnotes Common Stock, par value $0.01 per share 2014-06-05 4 S 0 5889 57.32 D 1331308 I See Footnotes Common Stock, par value $0.01 per share 2014-06-05 4 S 0 21 57.32 D 4658 I See Footnotes Common Stock, par value $0.01 per share 2014-06-05 4 S 0 43408 57.32 D 8965167 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 $57.70 to $57.92 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 the Issuer of sales that were executed at prices ranging from $57.45 to $57.58 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 the Issuer of sales that were executed at prices ranging from $57.24 to $57.44 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 2014-06-05 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 2014-06-05 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 2014-06-05 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 2014-06-05 RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2014-06-05 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 2014-06-05 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 2014-06-05 ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2014-06-05 EX-99.1 2 rrd370266_419323.htm JOINT FILER INFORMATION rrd370266_419323.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   June 3, 2014
(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:  June 5, 2014


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   June 3, 2014
(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:  June 5, 2014


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   June 3, 2014
(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:  June 5, 2014


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   June 3, 2014
(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:  June 5, 2014


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   June 3, 2014
(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:  June 5, 2014


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   June 3, 2014
(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:  June 5, 2014


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   June 3, 2014
(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:  June 5, 2014
EX-99.2 3 rrd370266_419324.htm JOINT FILING AGREEMENT rrd370266_419324.html 
                                                                    EXHIBIT 99.2

                             JOINT FILING AGREEMENT

                                  June 5, 2014

        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: June 5, 2014          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