0001181431-13-052034.txt : 20131002 0001181431-13-052034.hdr.sgml : 20131002 20131002165341 ACCESSION NUMBER: 0001181431-13-052034 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130930 FILED AS OF DATE: 20131002 DATE AS OF CHANGE: 20131002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SEARS HOLDINGS CORP CENTRAL INDEX KEY: 0001310067 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 201920798 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 BUSINESS ADDRESS: STREET 1: 3333 BEVERLY ROAD CITY: HOFFMAN ESTATES STATE: IL ZIP: 60179 BUSINESS PHONE: 847-286-2500 MAIL ADDRESS: STREET 1: 3333 BEVERLY ROAD CITY: HOFFMAN ESTATES STATE: IL ZIP: 60179 FORMER COMPANY: FORMER CONFORMED NAME: Sears Holdings CORP DATE OF NAME CHANGE: 20041129 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: 000-51217 FILM NUMBER: 131130894 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: 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: 000-51217 FILM NUMBER: 131130896 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: 000-51217 FILM NUMBER: 131130897 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 /CT CENTRAL INDEX KEY: 0000860585 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51217 FILM NUMBER: 131130898 BUSINESS ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 BUSINESS PHONE: 2038614669 MAIL ADDRESS: STREET 1: 1170 KANE CONCOURSE STREET 2: SUITE 200 CITY: BAY HARBOR STATE: FL ZIP: 33154 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 I, L.P. CENTRAL INDEX KEY: 0001553666 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51217 FILM NUMBER: 131130899 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: 000-51217 FILM NUMBER: 131130902 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 I Partners, L.P. CENTRAL INDEX KEY: 0001553667 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51217 FILM NUMBER: 131130900 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: CRK PARTNERS LLC CENTRAL INDEX KEY: 0001251868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51217 FILM NUMBER: 131130895 MAIL ADDRESS: STREET 1: 200 GREENWICH AVE CITY: GREENWICH STATE: CT ZIP: 06830 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: 000-51217 FILM NUMBER: 131130901 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 rrd391164.xml FORM 4 X0306 4 2013-09-30 0 0001310067 SEARS HOLDINGS CORP SHLD 0001183200 LAMPERT EDWARD S 1170 KANE CONCOURSE SUITE 200 BAY HARBOR FL 33154 1 1 1 0 Chief Executive Officer 0000923727 ESL PARTNERS, L.P. 1170 KANE CONCOURSE SUITE 200 BAY HARBOR FL 33154 0 0 1 0 0001553667 SPE I Partners, L.P. 1170 KANE CONCOURSE SUITE 200 BAY HARBOR FL 33154 0 0 1 0 0001553666 SPE Master I, L.P. 1170 KANE CONCOURSE SUITE 200 BAY HARBOR FL 33154 0 0 1 0 0000860585 RBS PARTNERS L P /CT 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 0001251868 CRK PARTNERS 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 2013-09-30 4 A 0 7198 0 A 25098627 D Common Stock, par value $0.01 per share 29410437 I See Footnotes Common Stock, par value $0.01 per share 1939872 I See Footnotes Common Stock, par value $0.01 per share 2494783 I See Footnotes Common Stock, par value $0.01 per share 10230 I See Footnotes Common Stock, par value $0.01 per share 747 I See Footnotes Represents shares of restricted stock of Sears Holdings Corporation (the "Issuer") granted to Edward S. Lampert under the Issuer's 2006 Stock Plan, as amended. This statement is jointly filed by and on behalf of each of Mr. Lampert, ESL Partners, L.P. ("Partners"), SPE I Partners, LP ("SPE I"), SPE Master I, LP ("SPE Master I"), RBS Partners, L.P. ("RBS"), ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM"), CRK Partners, L.L.C. ("CRK LLC") and ESL Investments, Inc. ("ESL"). Mr. Lampert, Partners, SPE I, SPE Master I, Institutional and CRK LLC 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 I and SPE Master I. RBSIM is the general partner of, and may be deemed to beneficially own securities owned by, Institutional. ESL is the general partner of RBS, the sole member of CRK LLC and the manager of RBSIM. ESL may be deemed to beneficially own securities owned by RBS, CRK LLC 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 of common stock of the Issuer, par value $0.01 per share ("Shares"), directly beneficially owned by Partners. Represents Shares directly beneficially owned by SPE I. Represents Shares directly beneficially owned by SPE Master I. Represents Shares directly beneficially owned by Institutional. Represents Shares directly beneficially owned by CRK LLC. 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 2013-10-02 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 2013-10-02 SPE I 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 2013-10-02 SPE MASTER I, 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 2013-10-02 RBS PARTNERS, L.P., By: ESL Investments, Inc., Its: General Partner, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2013-10-02 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 2013-10-02 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 2013-10-02 CRK PARTNERS, L.L.C., By: ESL Investments, Inc., Its: Sole Member, By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2013-10-02 ESL INVESTMENTS, INC., By: /s/ Edward S. Lampert, Name: Edward S. Lampert, Title: Chief Executive Officer 2013-10-02 EX-99.1 2 rrd351933_398486.htm JOINT FILER INFORMATION rrd351933_398486.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                 September 30, 2013
Statement (Month/Day/Year):

Issuer Name and Ticker or               Sears Holdings Corporation [SHLD]
Trading Symbol:

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

If Amendment, Date Original             Not Applicable
Filed (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:    October 2, 2013

2.       SPE I PARTNERS, LP

Item                                    Information

Name:                                   SPE I Partners, LP

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

Designated Filer:                       Edward S. Lampert

Date of Event Requiring                 September 30, 2013
Statement (Month/Day/Year):

Issuer Name and Ticker or               Sears Holdings Corporation [SHLD]
Trading Symbol:

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

If Amendment, Date Original             Not Applicable
Filed (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:    October 2, 2013

3.       SPE MASTER I, LP

Item                                    Information

Name:                                   SPE Master I, LP

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

Designated Filer:                       Edward S. Lampert

Date of Event Requiring                 September 30, 2013
Statement (Month/Day/Year):

Issuer Name and Ticker or               Sears Holdings Corporation [SHLD]
Trading Symbol:

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

If Amendment, Date Original             Not Applicable
Filed (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:    October 2, 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                 September 30, 2013
Statement (Month/Day/Year):

Issuer Name and Ticker or               Sears Holdings Corporation [SHLD]
Trading Symbol:

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

If Amendment, Date Original             Not Applicable
Filed (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:    October 2, 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                 September 30, 2013
Statement (Month/Day/Year):

Issuer Name and Ticker or               Sears Holdings Corporation [SHLD]
Trading Symbol:

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

If Amendment, Date Original             Not Applicable
Filed (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:    October 2, 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                 September 30, 2013
Statement (Month/Day/Year):

Issuer Name and Ticker or               Sears Holdings Corporation [SHLD]
Trading Symbol:

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

If Amendment, Date Original             Not Applicable
Filed (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:    October 2, 2013

7.       CRK PARTNERS, L.L.C.

Item                                    Information

Name:                                   CRK Partners, L.L.C.

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

Designated Filer:                       Edward S. Lampert

Date of Event Requiring                 September 30, 2013
Statement (Month/Day/Year):

Issuer Name and Ticker or               Sears Holdings Corporation [SHLD]
Trading Symbol:

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

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

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

Signature:                              By:      ESL Investments, Inc.
                                        Its:     Sole Member

                                        By:      /s/ Edward S. Lampert
                                                 -------------------------------
                                        Name:    Edward S. Lampert
                                        Title:   Chief Executive Officer
                                        Date:    October 2, 2013

8.       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                 September 30, 2013
Statement (Month/Day/Year):

Issuer Name and Ticker or               Sears Holdings Corporation [SHLD]
Trading Symbol:

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

If Amendment, Date Original             Not Applicable
Filed (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:    October 2, 2013

EX-99.2 3 rrd351933_398487.htm JOINT FILING AGREEMENT rrd351933_398487.html
                                                                    EXHIBIT 99.2

                             JOINT FILING AGREEMENT

        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: October 2, 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 I 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 I, 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

                                        CRK PARTNERS, L.L.C.

                                        By:      ESL Investments, Inc.
                                        Its:     Sole Member

                                        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