UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 27)*

AutoNation, Inc.

Common Stock, par value $0.01 per share

05329W102

 

June 2, 2010

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 (the “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).

 

---

---

---

---

 

---

 

 

 

---

---

---

---

---

This Amendment No. 27 to Schedule 13D (this “Amendment No. 27”) relates to shares of common stock, par value $0.01 per share (“Shares”), of AutoNation, Inc. (the “Issuer”).  This Amendment No. 27 supplementally amends the statement on Schedule 13D, as amended, filed by a group consisting of ESL Partners, L.P., a Delaware limited partnership (“ESL”), ESL Institutional Partners, L.P., a Delaware limited partnership (“Institutional”), ESL Investors, L.L.C., a Delaware limited liability company (“Investors”), ESL Investments, Inc., a Delaware corporation (“Investments”), CBL Partners, L.P., a Delaware limited partnership (“CBL”), Tynan, LLC, a Delaware limited liability company (“Tynan”), ESL Investment Management, L.P., a Delaware limited partnership (“ESLIM”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), RBS Investment Management, L.L.C., a Delaware limited liability company (“RBSIM”), Edward S. Lampert and William C. Crowley, both United States citizens, by furnishing the information set forth below.  ESL, Institutional, Investors, Investments, CBL, Tynan, ESLIM, RBS, RBSIM, Mr. Lampert and Mr. Crowley are collectively defined in this Amendment No. 27 as the “Filing Persons.”  Unless set forth below, 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 amended, previously filed with the Securities and Exchange Commission.

The Filing Persons are filing this Amendment No. 27 to report that there has been an internal reorganization among the Filing Persons that has redistributed the direct ownership, but not the overall beneficial ownership, of Shares held by the Filing Persons. 

Item 3.      Source and Amount of Funds or Other Consideration

Item 3 is hereby amended to add the following:

As part of an internal restructuring by the Filing Persons that occurred on June 2, 2010, ESL distributed 665,660 Shares to RBS, its general partner, following which RBS immediately distributed 575,973 of these Shares to Mr. Lampert and 89,687 of these Shares to Mr. Crowley.  In addition, as part of the internal restructuring, on June 2, 2010, CBL distributed 482,090 Shares to Mr. Lampert and 9,839 Shares to Mr. Crowley.       

Item 4.      Purpose of Transaction

Item 4 is hereby amended to add the following:

The information set forth in Item 3 is hereby incorporated herein by reference. 

The internal restructuring transactions described herein, including the distribution of Shares by ESL and the distribution of Shares by CBL, will result in direct ownership by Mr. Lampert and Mr. Crowley of a portion of their respective indirect ownership interests in the Shares.  Specifically, ESL is making a partial distribution to RBS based on RBS’s pro rata share of the assets of ESL.  Of that distribution, a portion of the Shares indirectly owned by Mr. Lampert will initially be retained by ESL and, upon expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (“HSR Approval”), will be distributed to RBS, which in turn will make a distribution to Mr. Lampert.  Filing for HSR Approval is expected to be made shortly.

As a result of this internal restructuring, both after the distribution of Shares reflected in this filing, and after the additional distribution of Shares to Mr. Lampert upon receiving HSR Approval, the combined direct and indirect ownership of Mr. Lampert and Mr. Crowley in the Issuer, and the pecuniary interest of each of Mr. Lampert and Mr. Crowley in the Issuer, will not change. 

In connection with the internal restructuring, on June 2, 2010, each of Mr. Lampert and Mr. Crowley entered into a letter agreement with ESL (each, a “Lock-Up Agreement”) that restricts the purchases and sales by Mr. Lampert and Mr. Crowley of the Shares.  Pursuant to the Lock-Up Agreements, Mr. Lampert and Mr. Crowley generally are required to sell Shares and purchase additional Shares on a pro rata basis with the sales and purchases of Shares made by ESL, and generally must make such sales and purchases on substantially the same terms and conditions as ESL (subject to certain legal, tax, accounting or regulatory considerations).  Mr. Lampert and Mr. Crowley are also restricted from certain sales of Shares or purchases of additional Shares except in accordance with the Lock-Up Agreements.  The foregoing summary of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the Lock-Up Agreements, which are incorporated by reference as Exhibit 7 and Exhibit 8 and are incorporated herein by reference.

---

Item 5.      Interest in Securities of the Issuer              

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

(a)-(b)     As of June 2, 2010, after giving effect to the internal restructuring described above, the Filing Persons may be deemed to beneficially own an aggregate of 81,117,306 Shares (approximately 50.2% of the outstanding Shares based on the Issuer having 161,527,965 Shares outstanding on May 20, 2010, as disclosed in the Issuer’s Current Report on Form 8-K filed May 20, 2010, plus 210,000 Shares issuable upon the exercise of director stock options held by Mr. Crowley).

(1)       This number consists of 58,775,840 Shares held by ESL, 6,704 Shares held by Institutional, 12,882,401 Shares held in an account established by the investment member of Investors, 5,220,154 Shares held by CBL, 152,315 Shares held by Tynan, 3,869,892 Shares held by Mr. Lampert and 210,000 Shares issuable upon the exercise of director stock options held by Mr. Crowley.

(2)       This number consists of 58,775,840 Shares held by ESL, 6,704 Shares held by Institutional, 12,882,401 Shares held in an account established by the investment member of Investors and 5,220,154 Shares held by CBL.

(3)       This number excludes Shares subject to the Lock-Up Agreement described herein.

(4)       This number consists of 58,775,840 Shares held by ESL and 12,882,401 Shares held in an account established by the investment member of Investors.

(5)       This number consists of 6,704 Shares held by Institutional.

(6)       This number consists of 58,775,840 Shares held by ESL, 6,704 Shares held by Institutional, 12,882,401 Shares held in an account established by the investment member of Investors, 5,220,154 Shares held by CBL and 3,869,892 Shares held by Mr. Lampert.

(7)       This number excludes Shares subject to the Lock-Up Agreement described herein

(8)       This number consists of 152,315 Shares held by Tynan and 210,000 Shares issuable upon the exercise of director stock options held by Mr. Crowley.

(9)       This number excludes Shares subject to the Lock-Up Agreement described herein.

---

(c)    Except as set forth herein, there have been no transactions in Shares by any of the Filing Persons in the past sixty days.

(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 to add the following:

The information set forth in Item 4 is hereby incorporated herein by reference. 

Item 7. Materials to be Filed as Exhibits

Item 7 is hereby amended to add the following:

Exhibit 7: Letter Agreement, dated June 2, 2010, by and between ESL Partners, L.P. and Edward S. Lampert.

Exhibit 8: Letter Agreement, dated June 2, 2010, by and between ESL Partners, L.P. and William C. Crowley. 

 

 

---

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.

Dated: June 2, 2010

ESL PARTNERS, L.P.

By:         RBS Partners, L.P., as its general partner

By:         ESL Investments, Inc., as its general partner

By:         /s/ Adrian J. Maizey                                       
Name:  Adrian J. Maizey
Title:  Chief Financial 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/ Adrian J. Maizey                                       
Name:  Adrian J. Maizey
Title:  Chief Financial Officer

ESL INVESTORS, L.L.C.

By:         RBS Partners, L.P., as its manager

By:         ESL Investments, Inc., as its general partner

By:         /s/ Adrian J. Maizey                                              
Name:  Adrian J. Maizey
Title:  Chief Financial Officer

ESL INVESTMENTS, INC.

By:         /s/ Adrian J. Maizey                                                 
Name:  Adrian J. Maizey
Title:  Chief Financial Officer

---

CBL PARTNERS, L.P.

By:         ESL Investments, Inc., as its general partner

By:         /s/ Adrian J. Maizey                                             
Name:  Adrian J. Maizey
Title:  Chief Financial Officer

TYNAN, LLC

By:         /s/ William C. Crowley                                           
Name:  William C. Crowley
Title:  Member

ESL INVESTMENT MANAGEMENT, L.P.

By:         ESL Investment Management (GP), L.L.C., as its general partner

By:         /s/ Edward S. Lampert                                                 
Name:  Edward S. Lampert
Title:  Managing Member

RBS PARTNERS, L.P.

By:         ESL Investments, Inc., as its general partner

By:         /s/ Adrian J. Maizey                                              
Name:  Adrian J. Maizey
Title:  Chief Financial Officer

RBS INVESTMENT MANAGEMENT, L.L.C.

By:         ESL Investments, Inc., as its manager

By:          /s/ Adrian J. Maizey                                                 
Name:  Adrian J. Maizey
Title:  Chief Financial Officer

EDWARD S. LAMPERT

/s/ Edward S. Lampert                                                                
Edward S. Lampert

WILLIAM C. CROWLEY

/s/ William C. Crowley                                                          
William C. Crowley

---