SC 13D/A 1 d821876dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

Sears Canada Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

81234D109

(CUSIP Number)

Janice V. Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 13, 2014

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 81234D109  

 

  1.   

Names of Reporting Persons.

 

ESL Partners, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x        (b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Delaware    

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

26,197,207    

     8.   

Shared Voting Power

 

0    

     9.   

Sole Dispositive Power

 

26,197,207    

   10.   

Shared Dispositive Power

 

22,333,406    

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

48,530,613    

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

47.6% (1)    

14.  

Type of Reporting Person (See Instructions)

 

PN    

 

(1) Based upon 101,877,662 Shares of the Issuer outstanding as of October 14, 2014, as disclosed in Amendment No. 1 to Form F-10 filed by the Issuer with the Securities and Exchange Commission on October 15, 2014.

CUSIP No. 81234D109  

 

  1.   

Names of Reporting Persons.

 

SPE I Partners, LP

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x        (b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Delaware    

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

830,852

     8.   

Shared Voting Power

 

0    

     9.   

Sole Dispositive Power

 

830,852

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

830,852

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

0.8% (1)

14.  

Type of Reporting Person (See Instructions)

 

PN    

 

(1) Based upon 101,877,662 Shares of the Issuer outstanding as of October 14, 2014, as disclosed in Amendment No. 1 to Form F-10 filed by the Issuer with the Securities and Exchange Commission on October 15, 2014.

CUSIP No. 81234D109  

 

  1.   

Names of Reporting Persons.

 

SPE Master I, LP

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x        (b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Delaware    

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

1,068,522

     8.   

Shared Voting Power

 

0    

     9.   

Sole Dispositive Power

 

1,068,522

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,068,522

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

1.0% (1)    

14.  

Type of Reporting Person (See Instructions)

 

PN    

 

(1) Based upon 101,877,662 Shares of the Issuer outstanding as of October 14, 2014, as disclosed in Amendment No. 1 to Form F-10 filed by the Issuer with the Securities and Exchange Commission on October 15, 2014.

CUSIP No. 81234D109  

 

  1.   

Names of Reporting Persons.

 

RBS Partners, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x        (b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Delaware    

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

28,096,581

     8.   

Shared Voting Power

 

0    

     9.   

Sole Dispositive Power

 

28,096,581

   10.   

Shared Dispositive Power

 

22,333,406    

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

50,429,987

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

49.5% (1)    

14.  

Type of Reporting Person (See Instructions)

 

PN    

 

(1) Based upon 101,877,662 Shares of the Issuer outstanding as of October 14, 2014, as disclosed in Amendment No. 1 to Form F-10 filed by the Issuer with the Securities and Exchange Commission on October 15, 2014.

 

CUSIP No. 81234D109  

 

  1.   

Names of Reporting Persons.

 

ESL Institutional Partners, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x        (b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Delaware    

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

8,223

     8.   

Shared Voting Power

 

0    

     9.   

Sole Dispositive Power

 

8,223

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

8,223

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

0.0% (1)    

14.  

Type of Reporting Person (See Instructions)

 

PN    

 

(1) Based upon 101,877,662 Shares of the Issuer outstanding as of October 14, 2014, as disclosed in Amendment No. 1 to Form F-10 filed by the Issuer with the Securities and Exchange Commission on October 15, 2014.

CUSIP No. 81234D109  

 

  1.   

Names of Reporting Persons.

 

RBS Investment Management, L.L.C.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x        (b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Delaware    

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

8,223

     8.   

Shared Voting Power

 

0    

     9.   

Sole Dispositive Power

 

8,223

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

8,223

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

0.0% (1)    

14.  

Type of Reporting Person (See Instructions)

 

OO    

 

(1) Based upon 101,877,662 Shares of the Issuer outstanding as of October 14, 2014, as disclosed in Amendment No. 1 to Form F-10 filed by the Issuer with the Securities and Exchange Commission on October 15, 2014.

CUSIP No. 81234D109  

 

  1.   

Names of Reporting Persons.

 

CRK Partners, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x        (b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Delaware    

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

599

     8.   

Shared Voting Power

 

0    

     9.   

Sole Dispositive Power

 

599

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

599

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

0.0% (1)    

14.  

Type of Reporting Person (See Instructions)

 

OO    

 

(1) Based upon 101,877,662 Shares of the Issuer outstanding as of October 14, 2014, as disclosed in Amendment No. 1 to Form F-10 filed by the Issuer with the Securities and Exchange Commission on October 15, 2014.

CUSIP No. 81234D109  

 

  1.   

Names of Reporting Persons.

 

ESL Investments, Inc.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x        (b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Delaware    

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

28,105,403

     8.   

Shared Voting Power

 

0    

     9.   

Sole Dispositive Power

 

28,105,403

   10.   

Shared Dispositive Power

 

22,333,406

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

50,438,809

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

49.5% (1)    

14.  

Type of Reporting Person (See Instructions)

 

CO    

 

(1) Based upon 101,877,662 Shares of the Issuer outstanding as of October 14, 2014, as disclosed in Amendment No. 1 to Form F-10 filed by the Issuer with the Securities and Exchange Commission on October 15, 2014.

CUSIP No. 81234D109  

 

  1.   

Names of Reporting Persons.

 

Edward S. Lampert

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)  x        (b)  ¨

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

      7.    

Sole Voting Power

 

50,438,809

     8.   

Shared Voting Power

 

0    

     9.   

Sole Dispositive Power

 

28,105,403

   10.   

Shared Dispositive Power

 

22,333,406    

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

50,438,809

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

49.5% (1)    

14.  

Type of Reporting Person (See Instructions)

 

IN    

 

(1) Based upon 101,877,662 Shares of the Issuer outstanding as of October 14, 2014, as disclosed in Amendment No. 1 to Form F-10 filed by the Issuer with the Securities and Exchange Commission on October 15, 2014.

This Amendment No. 5 to Schedule 13D (this “Amendment”) relates to common shares, no par value (the “Shares”), of Sears Canada Inc., a corporation organized under the laws of Canada (the “Issuer”). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (“Partners”), SPE I Partners, LP, a Delaware limited partnership (“SPE I”), SPE Master I, LP, a Delaware limited partnership (“SPE Master I” and, together with SPE I, the “SPEs”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Institutional Partners, L.P., a Delaware limited partnership (“Institutional”), RBS Investment Management, L.L.C., a Delaware limited liability company (“RBSIM”), CRK Partners, LLC, a Delaware limited liability company (“CRK LLC”), ESL Investments, Inc., a Delaware corporation (“ESL”), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented as follows:

“On November 13, 2014, in connection with the Rights Offering by Holdings to its stockholders, the Acquiring Reporting Persons acquired 2,873,086 Shares of the Issuer from Holdings, through the over-subscription privileges associated with the Rights Offering, for total cash consideration of $27,294,317. Partners used working capital to acquire the Shares through the over-subscription privileges associated with the Rights Offering. Mr. Lampert used personal funds to acquire the Shares through the over-subscription privileges associated with the Rights Offering.”

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented as follows:

“On November 13, 2014, in connection with the Rights Offering by Holdings to its stockholders, the Acquiring Reporting Persons acquired 2,873,086 Shares of the Issuer from Holdings through the over-subscription privileges associated with the Rights Offering.”

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

“(a)-(b) Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

As of November 14, 2014, the Reporting Persons may be deemed to beneficially own the Shares of the Issuer set forth in the table below.

 

REPORTING PERSON

    NUMBER OF
SHARES
BENEFICIALLY
OWNED		     PERCENTAGE
OF
OUTSTANDING
SHARES		     SOLE
VOTING
POWER		     SHARED
VOTING
POWER		      SOLE
DISPOSITIVE
POWER		     SHARED
DISPOSITIVE
POWER		  

ESL Partners, L.P.

      48,530,613 (1)      47.6 %      26,197,207        0         26,197,207        22,333,406 (1) 

SPE I Partners, LP

      830,852        0.8 %      830,852        0         830,852        0   

SPE Master I, LP

      1,068,522        1.0 %      1,068,522        0         1,068,522        0   

RBS Partners, L.P.

      50,429,987 (1)(2)      49.5 %      28,096,581 (2)      0         28,096,581 (2)      22,333,406 (1) 

ESL Institutional
Partners, L.P.

      8,223        0.0 %      8,223        0         8,223        0   

REPORTING PERSON

    NUMBER OF
SHARES
BENEFICIALLY
OWNED		     PERCENTAGE
OF
OUTSTANDING
SHARES		     SOLE
VOTING
POWER		     SHARED
VOTING
POWER		      SOLE
DISPOSITIVE
POWER		     SHARED
DISPOSITIVE
POWER		  

RBS Investment
Management, L.L.C.

      8,223 (3)      0.0 %      8,223 (3)      0         8,223 (3)      0   

CRK Partners, LLC

      599        0.0 %      599        0         599        0   

ESL Investments, Inc.

      50,438,809 (1)(4)      49.5 %      28,105,403 (4)      0         28,105,403 (4)      22,333,406 (1) 

Edward S. Lampert

      50,438,809 (1)(5)      49.5 %      50,438,809 (1)(5)      0         28,105,403 (5)      22,333,406 (1) 

 

(1) This number includes 22,333,406 Shares of the Issuer held by Mr. Lampert. Partners has entered into a Lock-Up Agreement with Mr. Lampert that restricts the purchase and sale of securities owned by Mr. Lampert. Pursuant to the Lock-Up Agreement, Partners may be deemed to have shared dispositive power over, and to indirectly beneficially own, securities owned by Mr. Lampert. RBS, ESL and Mr. Lampert may also be deemed to have shared dispositive power over, and to indirectly beneficially own, such securities.
(2) This number includes 26,197,207 Shares of the Issuer held by Partners, 830,852 Shares of the Issuer held by SPE I and 1,068,522 Shares of the Issuer held by SPE Master I. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, Partners, SPE I and SPE Master I.
(3) This number includes 8,223 Shares of the Issuer held by Institutional. RBSIM is the general partner of, and may be deemed to indirectly beneficially own securities owned by, Institutional.
(4) This number includes 26,197,207 Shares of the Issuer held by Partners, 830,852 Shares of the Issuer held by SPE I, 1,068,522 Shares of the Issuer held by SPE Master I, 8,223 Shares of the Issuer held by Institutional and 599 Shares of the Issuer held by CRK LLC. ESL is the general partner of, and may be deemed to indirectly beneficially own securities owned by, RBS. ESL is the manager of, and may be deemed to indirectly beneficially own securities owned by, RBSIM. ESL is the sole member of, and may be deemed to indirectly beneficially own securities owned by, CRK LLC.
(5) This number includes 26,197,207 Shares of the Issuer held by Partners, 830,852 Shares of the Issuer held by SPE I, 1,068,522 Shares of the Issuer held by SPE Master I, 8,223 Shares of the Issuer held by Institutional and 599 Shares of the Issuer held by CRK LLC. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities owned by, ESL.

(c) Other than as set forth on Annex B hereto, there have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

(d) Not applicable.

(e) Not applicable.”

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented as follows:

“The information set forth in Item 4 is incorporated by reference into this Item 6.”

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: November 14, 2014

     ESL PARTNERS, L.P.
    By:   RBS Partners, L.P., as its general partner
    By:   ESL Investments, Inc., as 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., as its general partner
    By:   ESL Investments, Inc., as 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., as its general partner
    By:   ESL Investments, Inc., as its general partner
    By:   /s/ Edward S. Lampert
     

 

    Name:   Edward S. Lampert
    Title:   Chief Executive Officer
    RBS PARTNERS, L.P.
    By:   ESL Investments, Inc., as 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., as its general partner
    By:   ESL Investments, Inc., as 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., as its manager
By:  

/s/ Edward S. Lampert

Name:   Edward S. Lampert
Title:   Chief Executive Officer
CRK PARTNERS, LLC
By:   ESL Investments, Inc., as 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
EDWARD S. LAMPERT
By:   /s/ Edward S. Lampert
 

 

ANNEX B

RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF

SEARS CANADA INC.

 

Entity

    Date of
Transaction		    Description
of Transaction		    Shares
Acquired		      Shares
Disposed		    Price
Per Share		  

ESL Partners, L.P.

    11/13/2014    Acquisition through
Oversubscription
Privileges		      1,389,984          $ 9.50   

Edward S. Lampert

    11/13/2014    Acquisition through
Oversubscription
Privileges		      1,483,102          $ 9.50