-----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, I8FvvctSDJ67rLeJUWR4nhyum90/nCPq+tiwfX9G/3tO1vnKDwwBSL4OGAH4cu9h Sngb3vuzFpJPNnuodQc53A== 0001249806-04-000001.txt : 20040506 0001249806-04-000001.hdr.sgml : 20040506 20040506203007 ACCESSION NUMBER: 0001249806-04-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040504 FILED AS OF DATE: 20040506 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESL LTD CENTRAL INDEX KEY: 0000714997 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13107 FILM NUMBER: 04786724 MAIL ADDRESS: STREET 1: 9 CHURCH ST CITY: HAMILTON BERMUDA STATE: D0 ZIP: 9999999999 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: 04786722 MAIL ADDRESS: STREET 1: 200 GREENWICH AVE CITY: GREENWICH STATE: CT ZIP: 06830 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: 04786718 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 INVESTMENT MANAGEMENT LLC CENTRAL INDEX KEY: 0001249799 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13107 FILM NUMBER: 04786717 MAIL ADDRESS: STREET 1: 200 GREENWICH AVE CITY: GREENWICH STATE: CT ZIP: 06830 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: 04786723 MAIL ADDRESS: STREET 1: 200 GREENWICH AVE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KP I PARTNERS LP CENTRAL INDEX KEY: 0001251562 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13107 FILM NUMBER: 04786721 BUSINESS ADDRESS: STREET 1: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038614600 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KP II PARTNERS LP CENTRAL INDEX KEY: 0001251563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13107 FILM NUMBER: 04786720 BUSINESS ADDRESS: STREET 1: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038614600 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AUTONATION INC /FL 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: 110 SE 6TH ST CITY: FT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 9547696000 MAIL ADDRESS: STREET 1: 110 SE 6TH ST CITY: FT LAUDERDALE STATE: FL ZIP: 33301 FORMER COMPANY: FORMER CONFORMED NAME: REPUBLIC INDUSTRIES INC DATE OF NAME CHANGE: 19951215 FORMER COMPANY: FORMER CONFORMED NAME: REPUBLIC WASTE INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: REPUBLIC RESOURCES CORP DATE OF NAME CHANGE: 19900226 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: 04786719 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 LP 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: 04786725 BUSINESS ADDRESS: STREET 1: ONE LAFAYETTE PLACE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038614600 MAIL ADDRESS: STREET 1: ONE LAFAYETTE PLAC CITY: GREENWICH STATE: CT ZIP: 06830 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: 04786726 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 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2004-05-04 0 0000350698 AUTONATION INC /FL AN 0001126396 ESL INVESTMENTS INC 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0000923727 ESL PARTNERS LP ONE LAFAYETTE PLAC GREENWICH CT 06830 0 0 1 0 0000714997 ESL LTD 9 CHURCH ST HAMILTON BERMUDA D0 9999999999 BERMUDA 0 0 1 0 0001249801 ESL INSTITUTIONAL PARTNERS LP 200 GREENWICH AVE GREENWICH CT 06830 0 0 1 0 0001249806 ESL INVESTORS LLC 200 GREENWICH AVE GREENWICH CT 06830 0 0 1 0 0001251562 KP I PARTNERS LP 0 0 1 0 0001251563 KP II PARTNERS LP 0 0 1 0 0000860585 RBS PARTNERS L P /CT ONE LAFAYETTE PLACE GREENWICH CT 06830 0 0 1 0 0001249797 RBS INVESTMENT MANAGEMENT LLC 200 GREENWICH AVE GREENWICH CT 06830 0 0 1 0 0001249799 ESL INVESTMENT MANAGEMENT LLC 200 GREENWICH AVE GREENWICH CT 06830 0 0 1 0 Common Stock 2004-05-04 4 J 0 182235 A 182235 D Common Stock 2004-05-04 4 J 0 393497 A 40393481 D Common Stock 4977872 D Common Stock 1443026 D Common Stock 2004-05-04 4 J 0 813041 A 16434250 D Common Stock 8819389 D Common Stock 2004-05-04 4 J 0 1392490 D 0 D Common Stock 2004-05-04 4 J 0 3717 A 3717 D Common Stock 2689266 D Common Stock 255064 D On May 4, 2004, Courtesy Partners, L.P., a Delaware limited partnership ("Courtesy"), distributed (i) 182,235 shares of common stock of AutoNation, Inc. ("Common Stock") to ESL Investments, Inc., a Delaware corporation ("Investments"), (ii) 393,497 shares of Common Stock to ESL Partners, L.P., a Delaware limited partnership ("Partners"), (iii) 813,041 shares of Common Stock to ESL Investors, L.L.C., a Delaware limited liability company ("Investors"), and (iv) 3,717 shares of Common Stock to Tynan LLC, a Delaware limited liability company ("Tynan"). Not applicable. These securities are owned by Investments. These securities are owned by Partners. These securities are owned by ESL Limited, a Bermuda corporation ("Limited"). These securities are owned by ESL Institutional Partners, L.P., a Delaware limited partnership ("Institutional"). These securities are owned by Investors. These securities are owned by CBL Partners, L.P., a Delaware limited partnership ("CBL"). These securities are owned by Courtesy. These securities are owned by Tynan. These securities are owned by KP I Partners, L.P., a Delaware limited partnership ("KPI"). These securities are owned by KP II Partners, L.P., a Delaware limited partnership ("KPII"). This Form 4 is filed on behalf of a group consisting of Investments, Partners, Limited, Institutional, Investors, CBL, Courtesy, Tynan, KPI and KPII (collectively, the "ESL Parties"), RBS Partners, L.P. ("RBS"), ESL Investment Management, LLC ("ESLIM"), RBS Investment Management, LLC ("RBSIM"), Edward S. Lampert and William C. Crowley. The general partner of Partners and the manager of Investors is RBS. The general partner of RBS is Investments. ESLIM is the investment manager of Limited and the general partner of KPI and KPII. RBSIM is the general partner of Institutional. Investments is the general partner of CBL and Courtesy. Mr. Lampert is a controlling stockholder of Investments and the managing member of RBSIM and ESLIM. Mr. Crowley is the President and Chief Operating Officer of Investments, a member of RBSIM and ESLIM, and the sole member of Tynan. Each of the ESL Parties, RBS, ESLIM, RBSIM, Investments, Mr. Lampert and Mr. Crowley may be deemed to be an indirect beneficial owner of the securities reported herein. The total amount of securities reported as beneficially owned by each of the ESL Parties is greater than Investments', Mr. Lampert's or Mr. Crowley's indirect pecuniary interest in such securities. The total amount of securities reported as beneficially owned by Institutional is greater than RBSIM's indirect pecuniary interest in such securities. The total amount of securities reported as beneficially owned by Limited, KPI and KPII, respectively, is greater than ESLIM's indirect pecuniary interest in such securities. The total amount of securities reported as beneficially owned by Partners and Investors, respectively, is greater than RBS's indirect pecuniary interest in such securities. /s/ William C. Crowley, for ESL Investments, Inc. 2004-05-06 /s/ William C. Crowley, for ESL Partners, L.P. 2004-05-06 /s/ William C. Crowley, for ESL Limited 2004-05-06 /s/ William C. Crowley, for ESL Institutional Partners, L.P. 2004-05-06 /s/ William C. Crowley, for ESL Investors, L.L.C. 2004-05-06 /s/ William C. Crowley, for KP I Partners, L.P. 2004-05-06 /s/ William C. Crowley, for KP II Partners, L.P. 2004-05-06 /s/ William C. Crowley, for RBS Partners, L.P. 2004-05-06 /s/ William C. Crowley, for RBS Investment Management, LLC 2004-05-06 /s/ William C. Crowley, for ESL Investment Management, LLC 2004-05-06 EX-99.1 2 an.txt JOINT FILER INFORMATION Joint Filer Information Name: CBL Partners, L.P. Address: 200 Greenwich Avenue Greenwich, CT 06830 Issuer & Ticker Symbol: AutoNation, Inc. (AN) Signature: CBL PARTNERS, L.P. By: ESL Investments, Inc., its general partner By: /s/ William C. Crowley William C. Crowley President and Chief Operating Officer Dated: May 6, 2004 Name: Courtesy Partners, L.P. Address: 200 Greenwich Avenue Greenwich, CT 06830 Issuer & Ticker Symbol: AutoNation, Inc. (AN) Signature: COURTESY PARTNERS, L.P. By: ESL Investments, Inc., its general partner By: /s/ William C. Crowley William C. Crowley President and Chief Operating Officer Dated: May 6, 2004 Name: Tynan LLC Address: 200 Greenwich Avenue Greenwich, CT 06830 Issuer & Ticker Symbol: AutoNation, Inc. (AN) Signature: TYNAN LLC By: /s/ William C. Crowley William C. Crowley Sole Member Dated: May 6, 2004 Name: Edward S. Lampert Address: 200 Greenwich Avenue Greenwich, CT 06830 Issuer & Ticker Symbol: AutoNation, Inc. (AN) Signature: /s/ Edward S. Lampert Edward S. Lampert Dated: May 6, 2004 Name: William C. Crowley Address: 200 Greenwich Avenue Greenwich, CT 06830 Issuer & Ticker Symbol: AutoNation, Inc. (AN) Signature: /s/ William C. Crowley William C. Crowley Dated: May 6, 2004 -----END PRIVACY-ENHANCED MESSAGE-----