UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 31)*
AutoNation, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
05329W102
(CUSIP Number)
|
Amanda N. Persaud Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 |
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 27, 2011
(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 (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).
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CUSIP No. |
05329W102 |
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
7 |
SOLE VOTING POWER | ||
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8 |
SHARED VOTING POWER | |||
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9 |
SOLE DISPOSITIVE POWER | |||
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10 |
SHARED DISPOSITIVE POWER | |||
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
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14 |
TYPE OF REPORTING PERSON | |||
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05329W102 |
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
7 |
SOLE VOTING POWER | ||
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8 |
SHARED VOTING POWER | |||
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9 |
SOLE DISPOSITIVE POWER | |||
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10 |
SHARED DISPOSITIVE POWER | |||
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
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14 |
TYPE OF REPORTING PERSON | |||
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CUSIP No. |
05329W102 |
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Page |
4 |
of |
16 |
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
7 |
SOLE VOTING POWER | ||
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8 |
SHARED VOTING POWER | |||
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9 |
SOLE DISPOSITIVE POWER | |||
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10 |
SHARED DISPOSITIVE POWER | |||
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |||
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
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14 |
TYPE OF REPORTING PERSON | |||
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CUSIP No. |
05329W102 |
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5 |
of |
16 |
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
7 |
SOLE VOTING POWER | ||
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8 |
SHARED VOTING POWER | |||
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9 |
SOLE DISPOSITIVE POWER | |||
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10 |
SHARED DISPOSITIVE POWER | |||
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |||
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
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14 |
TYPE OF REPORTING PERSON | |||
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CUSIP No. |
05329W102 |
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Page |
6 |
of |
16 |
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
7 |
SOLE VOTING POWER | ||
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8 |
SHARED VOTING POWER | |||
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9 |
SOLE DISPOSITIVE POWER | |||
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10 |
SHARED DISPOSITIVE POWER | |||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |||
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
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14 |
TYPE OF REPORTING PERSON | |||
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CUSIP No. |
05329W102 |
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Page |
7 |
of |
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
7 |
SOLE VOTING POWER | ||
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8 |
SHARED VOTING POWER | |||
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9 |
SOLE DISPOSITIVE POWER | |||
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10 |
SHARED DISPOSITIVE POWER | |||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |||
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
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14 |
TYPE OF REPORTING PERSON | |||
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CUSIP No. |
05329W102 |
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Page |
8 |
of |
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
7 |
SOLE VOTING POWER | ||
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8 |
SHARED VOTING POWER | |||
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9 |
SOLE DISPOSITIVE POWER | |||
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10 |
SHARED DISPOSITIVE POWER | |||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |||
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
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14 |
TYPE OF REPORTING PERSON | |||
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05329W102 |
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Page |
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of |
16 |
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
7 |
SOLE VOTING POWER | ||
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8 |
SHARED VOTING POWER | |||
|
9 |
SOLE DISPOSITIVE POWER | |||
|
10 |
SHARED DISPOSITIVE POWER | |||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |||
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
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14 |
TYPE OF REPORTING PERSON | |||
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CUSIP No. |
05329W102 |
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Page |
10 |
of |
16 |
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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|
3 |
SEC USE ONLY |
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|
4 |
SOURCE OF FUNDS |
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|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| ||
|
NUMBER OF |
7 |
SOLE VOTING POWER | ||
|
8 |
SHARED VOTING POWER | |||
|
9 |
SOLE DISPOSITIVE POWER | |||
|
10 |
SHARED DISPOSITIVE POWER | |||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |||
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
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14 |
TYPE OF REPORTING PERSON | |||
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05329W102 |
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Page |
11 |
of |
16 |
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY |
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|
4 |
SOURCE OF FUNDS |
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|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
7 |
SOLE VOTING POWER | ||
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8 |
SHARED VOTING POWER | |||
|
9 |
SOLE DISPOSITIVE POWER | |||
|
10 |
SHARED DISPOSITIVE POWER | |||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| |||
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
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14 |
TYPE OF REPORTING PERSON | |||
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This Amendment No. 31 to Schedule 13D (this “Amendment No. 31”) relates to shares of common stock, par value $0.01 per share (“Shares”), of AutoNation, Inc. (the “Issuer”). This Amendment No. 31 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”), 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, RBS, RBSIM, Mr. Lampert and Mr. Crowley are collectively defined 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. 31 to report recent open-market sales of Shares that have decreased the amount of Shares that the Filing Persons may be deemed to beneficially own by an amount greater than one percent of the outstanding Shares of the Issuer.
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 October 31, 2011, the Filing Persons may be deemed to beneficially own an aggregate of 78,954,909 Shares (approximately 56.4% of the outstanding Shares based on the Issuer having 139,898,186 Shares outstanding on October 19, 2011, as disclosed in the Issuer’s last quarterly report on Form 10-Q filed October 21, 2011.
|
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. |
78,954,909 (1) |
56.4% |
42,191,012 |
0 |
42,191,012 |
0 |
|
ESL Institutional Partners, L.P. |
78,954,909 (1) |
56.4% |
6,526 |
0 |
6,526 |
0 |
|
ESL Investors, L.L.C. |
78,954,909 (1) |
56.4% |
12,882,401 |
0 |
12,882,401 |
0 |
|
ESL Investments, Inc. |
78,954,909 (1) |
56.4% |
60,160,621 (2) |
0 |
60,160,621 (2) |
0 |
|
CBL Partners, L.P. |
78,954,909 (1) |
56.4% |
5,080,682 |
0 |
5,080,682 |
0 |
|
Tynan, LLC |
78,954,909 (1) |
56.4% |
83,545 |
0 |
60,956 (3) |
0 |
|
RBS Partners, L.P. |
78,954,909 (1) |
56.4% |
55,073,413 (4) |
0 |
55,073,413 (4) |
0 |
|
RBS Investment Management, L.L.C. |
78,954,909 (1) |
56.4% |
6,526 (5) |
0 |
6,526 (5) |
0 |
|
Edward S. Lampert |
78,954,909 (1) |
56.4% |
78,601,014 (6) |
0 |
63,366,532 (3) |
0 |
|
William C. Crowley |
78,954,909 (1) |
56.4% |
353,895 (7) |
0 |
270,233 (3) |
0 |
(1) This number consists of 42,191,012 Shares held by ESL, 6,526 Shares held by Institutional, 12,882,401 Shares held in an account established by the investment member of Investors, 5,080,682 Shares held by CBL, 83,545 Shares held by Tynan, 18,440,393 Shares held by Mr. Lampert, 95,350 Shares held by Mr. Crowley and 175,000 Shares issuable upon the exercise of director stock options held by Mr. Crowley.
(2) This number consists of 42,191,012 Shares held by ESL, 6,526 Shares held by Institutional, 12,882,401 Shares held in an account established by the investment member of Investors and 5,080,682 Shares held by CBL.
(3) This number excludes shares subject to the Lock-Up Agreement described herein.
(4) This number consists of 42,191,012 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 6,526 Shares held by Institutional.
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(6) This number consists of 42,191,012 Shares held by ESL, 6,526 Shares held by Institutional, 12,882,401 Shares held in an account established by the investment member of Investors, 5,080,682 Shares held by CBL and 18,440,393 Shares held by Mr. Lampert.
(7) This number consists of 83,545 Shares held by Tynan, 95,350 Shares held by Mr. Crowley and 175,000 Shares issuable upon the exercise of director stock options held by Mr. Crowley.
(c) Other than as set forth in Annex A hereto, there have been no transactions in Shares by any of the Filing Persons in the past sixty days by the Filing Persons.
(d) Not applicable.
(e) Not applicable.
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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: October 31, 2011
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
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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: Manager
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
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ANNEX A
Recent Transactions by the Filing Persons in the Securities of AutoNATION, Inc.
|
Entity |
Date of Transaction |
Nature of Transaction |
Number of Shares of Common Stock |
Weighted Average Price per Share ($) |
|
ESL Partners, L.P. |
8/31/2011 |
Open Market Sales |
265,054 |
$40.88 |
|
ESL Partners, L.P. |
9/1/2011 |
Open Market Sales |
100,959 |
$40.72 |
|
ESL Partners, L.P. |
10/24/2011 |
Open Market Sales |
188,124 |
$40.81 |
|
ESL Partners, L.P. |
10/25/2011 |
Open Market Sales |
85,070 |
$40.16 |
|
ESL Partners, L.P. |
10/26/2011 |
Open Market Sales |
193,867 |
$40.01 |
|
ESL Partners, L.P. |
10/27/2011 |
Open Market Sales |
1,047,902 |
$40.25 |
|
ESL Partners, L.P. |
10/28/2011 |
Open Market Sales |
45,343 |
$40.20 |
|
ESL Institutional Partners, L.P. |
8/31/2011 |
Open Market Sales |
25 |
$40.88 |
|
ESL Institutional Partners, L.P. |
9/1/2011 |
Open Market Sales |
9 |
$40.72 |
|
ESL Institutional Partners, L.P. |
10/24/2011 |
Open Market Sales |
17 |
$40.81 |
|
ESL Institutional Partners, L.P. |
10/25/2011 |
Open Market Sales |
8 |
$40.16 |
|
ESL Institutional Partners, L.P. |
10/26/2011 |
Open Market Sales |
18 |
$40.01 |
|
ESL Institutional Partners, L.P. |
10/27/2011 |
Open Market Sales |
97 |
$40.25 |
|
ESL Institutional Partners, L.P. |
10/28/2011 |
Open Market Sales |
4 |
$40.20 |
|
CBL Partners LP |
8/31/2011 |
Open Market Sales |
19,188 |
$40.88 |
|
CBL Partners LP |
9/1/2011 |
Open Market Sales |
7,309 |
$40.72 |
|
CBL Partners LP |
10/24/2011 |
Open Market Sales |
13,621 |
$40.81 |
|
CBL Partners LP |
10/25/2011 |
Open Market Sales |
6,160 |
$40.16 |
|
CBL Partners LP |
10/26/2011 |
Open Market Sales |
14,037 |
$40.01 |
|
CBL Partners LP |
10/27/2011 |
Open Market Sales |
75,874 |
$40.25 |
|
CBL Partners LP |
10/28/2011 |
Open Market Sales |
3,283 |
$40.20 |
|
Edward S. Lampert |
8/31/2011 |
Open Market Sales |
12,106 |
$40.88 |
|
Edward S. Lampert |
9/1/2011 |
Open Market Sales |
4,611 |
$40.72 |
|
Edward S. Lampert |
10/24/2011 |
Open Market Sales |
8,595 |
$40.81 |
|
Edward S. Lampert |
10/25/2011 |
Open Market Sales |
3,886 |
$40.16 |
|
Edward S. Lampert |
10/26/2011 |
Open Market Sales |
8,857 |
$40.01 |
|
Edward S. Lampert |
10/27/2011 |
Open Market Sales |
47,879 |
$40.25 |
|
Edward S. Lampert |
10/28/2011 |
Open Market Sales |
2,074 |
$40.20 |
|
Tynan, LLC1 |
8/31/2011 |
Open Market Sales |
1,016 |
$40.88 |
|
Tynan, LLC1 |
9/1/2011 |
Open Market Sales |
387 |
$40.72 |
|
Tynan, LLC1 |
10/24/2011 |
Open Market Sales |
758 |
$40.81 |
|
Tynan, LLC1 |
10/25/2011 |
Open Market Sales |
343 |
$40.16 |
|
Tynan, LLC1 |
10/26/2011 |
Open Market Sales |
781 |
$40.01 |
|
Tynan, LLC1 |
10/27/2011 |
Open Market Sales |
4,229 |
$40.25 |
|
Tynan, LLC1 |
10/28/2011 |
Open Market Sales |
183 |
$40.20 |
|
William C. Crowley |
10/28/2011 |
Exercise of Director Stock Options |
50,000 |
$12.60 |
|
William C. Crowley |
10/28/2011 |
Surrender of Shares in Lieu of Cash for Options Exercise |
15,723 |
$40.07 |