Edgar Filing: AUTONATION INC /FL

SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 21)*

AutoNation, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

05329W102

(CUSIP Number)

John G. Finley, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000

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

May 8, 2008

(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. o

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 (“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.		05329W102		Page		2		of		25


1	NAME OF REPORTING PERSON ESL Partners, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			50,611,998

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			50,611,998

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	69,133,074

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	38.7%

14	TYPE OF REPORTING PERSON

	PN


CUSIP No.		05329W102		Page		3		of		25


1	NAME OF REPORTING PERSON ESL Institutional Partners, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	N/A

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			221,701

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			221,701

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	69,133,074

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	38.7%

14	TYPE OF REPORTING PERSON

	PN


CUSIP No.		05329W102		Page		4		of		25


1	NAME OF REPORTING PERSON ESL Investors, L.L.C.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			9,767,671

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			9,767,671

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	69,133,074

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	38.7%

14	TYPE OF REPORTING PERSON

	OO


CUSIP No.		05329W102		Page		5		of		25


1	NAME OF REPORTING PERSON ESL Investments, Inc.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	N/A

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			68,768,704

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			68,768,704

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	69,133,074

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	38.7%

14	TYPE OF REPORTING PERSON

	CO


CUSIP No.		05329W102		Page		6		of		25


1	NAME OF REPORTING PERSON CBL Partners, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	N/A

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			5,712,083

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			5,712,083

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	69,133,074

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	38.7%

14	TYPE OF REPORTING PERSON

	PN


CUSIP No.		05329W102		Page		7		of		25


1	NAME OF REPORTING PERSON Tynan, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	N/A

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			2,406

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,406

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	69,133,074

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	38.7%

14	TYPE OF REPORTING PERSON

	OO


CUSIP No.		05329W102		Page		8		of		25


1	NAME OF REPORTING PERSON ESL Investment Management, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	N/A

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			61,964

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			61,964

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	69,133,074

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	38.7%

14	TYPE OF REPORTING PERSON

	PN


CUSIP No.		05329W102		Page		9		of		25


1	NAME OF REPORTING PERSON RBS Partners, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	N/A

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			62,834,920

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			62,834,920

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	69,133,074

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	38.7%

14	TYPE OF REPORTING PERSON

	PN


CUSIP No.		05329W102		Page		10		of		25


1	NAME OF REPORTING PERSON RBS Investment Management, L.L.C.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	N/A

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			221,701

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			221,701

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	69,133,074

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	38.7%

14	TYPE OF REPORTING PERSON

	OO


CUSIP No.		05329W102		Page		11		of		25


1	NAME OF REPORTING PERSON Edward S. Lampert


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	N/A

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			68,960,668

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			68,960,668

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	69,133,074

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	38.7%

14	TYPE OF REPORTING PERSON

	IN


CUSIP No.		05329W102		Page		12		of		25


1	NAME OF REPORTING PERSON William C. Crowley


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	N/A

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			172,406

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			172,406

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	69,133,074

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	38.7%

14	TYPE OF REPORTING PERSON

	IN

PAGE 13 OF 25

This Amendment No. 21 to Schedule 13D (this “Amendment”) relates to shares of common stock, par value $0.01 per share (“Shares”), of AutoNation, Inc. (the “Issuer”). This Amendment No. 21 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. (“Investments”), CBL Partners, L.P., a Delaware limited partnership (“CBL”), Tynan, LLC (“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 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. 21 to report that the number of Shares that they may be deemed to beneficially own has increased by an amount greater than one percent of the outstanding Shares of the Issuer.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is supplemented as follows:

In open market purchases on April 28, 2008, April 29, 2008, April 30, 2008, May 6, 2008, May 7, 2008, May 8, 2008 and May 9, 2008, ESL acquired an aggregate of 1,817,228 shares for aggregate consideration of approximately $29,190,581 using working capital. In open market purchases on April 28, 2008, April 29, 2008, April 30, 2008, May 6, 2008, May 7, 2008, May 8, 2008 and May 9, 2008, an account established by the investment member of Investors acquired 389,325 shares for aggregate consideration of approximately $6,247,886 using working capital.

Item 5. Interest in Securities of the Issuer

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

(a)-(b) The Filing Persons may be deemed to beneficially own an aggregate of 69,133,074 Shares (approximately 38.7% of the outstanding Shares based on the Issuer having 178,535,962 Shares outstanding on April 21, 2008, as disclosed in the Issuer’s last quarterly report on Form 10-Q).


	NUMBER OF			PERCENTAGE
	SHARES			OF			SOLE			SHARED		SOLE			SHARED
REPORTING	BENEFICIALLY			OUTSTANDING			VOTING			VOTING		DISPOSITIVE			DISPOSITIVE
PERSON	OWNED			SHARES			POWER			POWER		POWER			POWER
ESL Partners,L.P.		69,133,074	(1)		38.7	%		50,611,998			0		50,611,998			0

ESL Institutional Partners, L.P.		69,133,074	(1)		38.7	%		221,701			0		221,701			0

ESL Investors, L.L.C.		69,133,074	(1)		38.7	%		9,767,671			0		9,767,671			0

ESL Investments, Inc.		69,133,074	(1)		38.7	%		68,768,704	(2)		0		68,768,704	(2)		0

CBL Partners, L.P.		69,133,074	(1)		38.7	%		5,712,083			0		5,712,083			0

Tynan, LLC		69,133,074	(1)		38.7	%		2,406			0		2,406			0

PAGE 14 OF 25


	NUMBER OF			PERCENTAGE
	SHARES			OF			SOLE			SHARED		SOLE			SHARED
REPORTING	BENEFICIALLY			OUTSTANDING			VOTING			VOTING		DISPOSITIVE			DISPOSITIVE
PERSON	OWNED			SHARES			POWER			POWER		POWER			POWER
ESL Investment Management, L.P.		69,133,074	(1)		38.7	%		61,964			0		61,964			0

RBS Partners, L.P.		69,133,074	(1)		38.7	%		62,834,920	(3)		0		62,834,920	(3)		0

RBS Investment Management, L.L.C.		69,133,074	(1)		38.7	%		221,701	(4)		0		221,701	(4)		0

Edward S. Lampert		69,133,074	(1)		38.7	%		68,960,668	(5)		0		68,960,668	(5)		0

William C. Crowley		69,133,074	(1)		38.7	%		172,406	(6)		0		172,406	(6)		0

(1) This number consists of 50,611,998 Shares held by ESL, 221,701 Shares held by Institutional, 9,767,671 Shares held in an account established by the investment member of Investors, 5,712,083 Shares held by CBL, 2,406 Shares held by Tynan, 61,964 Shares held by ESLIM, 2,455,251 Shares held by RBS, 130,000 Shares held by Mr. Lampert and 170,000 Shares issuable upon the exercise of director stock options held by Mr. Crowley.

(2) This number consists of 50,611,998 Shares held by ESL, 221,701 Shares held by Institutional, 9,767,671 Shares held in an account established by the investment member of Investors, 5,712,083 Shares held by CBL and 2,455,251 Shares held by RBS.

(3) This number consists of 50,611,998 Shares held by ESL, 9,767,671 Shares held in an account established by the investment member of Investors and 2,455,251 Shares held by RBS.

(4) This number consists of 221,701 Shares held by Institutional.

(5) This number consists of 50,611,998 Shares held by ESL, 221,701 Shares held by Institutional, 9,767,671 Shares held in an account established by the investment member of Investors, 5,712,083 Shares held by CBL, 61,964 Shares held by ESLIM, 2,455,251 Shares held by RBS and 130,000 Shares held by Mr. Lampert.

(6) This number consists of 2,406 Shares held by Tynan and 170,000 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 during the past 60 days.

(d) Not applicable.

(e) Not applicable.

PAGE 15 OF 25

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: May 12, 2008


		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

PAGE 16 OF 25


		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., 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

PAGE 17 of 25

ANNEX A

RECENT TRANSACTIONS BY THE FILING PERSONS IN THE SECURITIES OF
AUTONATION, INC.


	Date of	Nature of	Number of Shares			Price per
Entity	Transaction	Transaction	of Common Stock			Share
ESL Partners, L.P.	4/28/2008	open market purchase		3,600	(1)	$	15.62
ESL Partners, L.P.	4/28/2008	open market purchase		375	(1)	$	15.65
ESL Partners, L.P.	4/28/2008	open market purchase		1,350	(1)	$	15.67
ESL Partners, L.P.	4/28/2008	open market purchase		1,875	(1)	$	15.68
ESL Partners, L.P.	4/28/2008	open market purchase		10,725	(1)	$	15.7
ESL Partners, L.P.	4/28/2008	open market purchase		1,650	(1)	$	15.72
ESL Partners, L.P.	4/28/2008	open market purchase		450	(1)	$	15.74
ESL Partners, L.P.	4/28/2008	open market purchase		17,252	(1)	$	15.69
ESL Partners, L.P.	4/28/2008	open market purchase		4,650	(1)	$	15.76
ESL Partners, L.P.	4/28/2008	open market purchase		900	(1)	$	15.77
ESL Partners, L.P.	4/28/2008	open market purchase		3,970	(1)	$	15.78
ESL Partners, L.P.	4/28/2008	open market purchase		2,175	(1)	$	15.79
ESL Partners, L.P.	4/28/2008	open market purchase		1,050	(1)	$	15.8
ESL Partners, L.P.	4/28/2008	open market purchase		150	(1)	$	15.83
ESL Partners, L.P.	4/28/2008	open market purchase		15,223	(1)	$	15.75
ESL Partners, L.P.	4/28/2008	open market purchase		8,211	(1)	$	15.84
ESL Partners, L.P.	4/28/2008	open market purchase		7,580	(1)	$	15.85
ESL Partners, L.P.	4/28/2008	open market purchase		5,102	(1)	$	15.88

PAGE 18 OF 25


	Date of	Nature of	Number of Shares			Price per
Entity	Transaction	Transaction	of Common Stock			Share
ESL Partners, L.P.	4/28/2008	open market purchase		1,050	(1)	$	15.89
ESL Partners, L.P.	4/28/2008	open market purchase		225	(1)	$	15.9
ESL Partners, L.P.	4/28/2008	open market purchase		2,154	(1)	$	15.96
ESL Partners, L.P.	4/28/2008	open market purchase		5,025	(1)	$	15.97
ESL Partners, L.P.	4/28/2008	open market purchase		10,500	(1)	$	15.98
ESL Partners, L.P.	4/28/2008	open market purchase		15,323	(1)	$	15.99
ESL Partners, L.P.	4/28/2008	open market purchase		158,250	(1)	$	16
ESL Partners, L.P.	4/28/2008	open market purchase		75	(1)	$	15.81
ESL Partners, L.P.	4/28/2008	open market purchase		150	(1)	$	15.835
ESL Investors, L.L.C.	4/28/2008	open market purchase		1,200	(1)	$	15.62
ESL Investors, L.L.C.	4/28/2008	open market purchase		125	(1)	$	15.65
ESL Investors, L.L.C.	4/28/2008	open market purchase		450	(1)	$	15.67
ESL Investors, L.L.C.	4/28/2008	open market purchase		625	(1)	$	15.68
ESL Investors, L.L.C.	4/28/2008	open market purchase		3,575	(1)	$	15.7
ESL Investors, L.L.C.	4/28/2008	open market purchase		550	(1)	$	15.72
ESL Investors, L.L.C.	4/28/2008	open market purchase		150	(1)	$	15.74
ESL Investors, L.L.C.	4/28/2008	open market purchase		5,751	(1)	$	15.69
ESL Investors, L.L.C.	4/28/2008	open market purchase		1,550	(1)	$	15.76
ESL Investors, L.L.C.	4/28/2008	open market purchase		300	(1)	$	15.77
ESL Investors, L.L.C.	4/28/2008	open market purchase		1,323	(1)	$	15.78
ESL Investors, L.L.C.	4/28/2008	open market purchase		725	(1)	$	15.79

PAGE 19 OF 25


	Date of	Nature of	Number of Shares			Price per
Entity	Transaction	Transaction	of Common Stock			Share
ESL Investors, L.L.C.	4/28/2008	open market purchase		350	(1)	$	15.8
ESL Investors, L.L.C.	4/28/2008	open market purchase		50	(1)	$	15.83
ESL Investors, L.L.C.	4/28/2008	open market purchase		5,074	(1)	$	15.75
ESL Investors, L.L.C.	4/28/2008	open market purchase		2,739	(1)	$	15.84
ESL Investors, L.L.C.	4/28/2008	open market purchase		2,527	(1)	$	15.85
ESL Investors, L.L.C.	4/28/2008	open market purchase		1,701	(1)	$	15.88
ESL Investors, L.L.C.	4/28/2008	open market purchase		350	(1)	$	15.89
ESL Investors, L.L.C.	4/28/2008	open market purchase		75	(1)	$	15.9
ESL Investors, L.L.C.	4/28/2008	open market purchase		716	(1)	$	15.96
ESL Investors, L.L.C.	4/28/2008	open market purchase		1,675	(1)	$	15.97
ESL Investors, L.L.C.	4/28/2008	open market purchase		3,500	(1)	$	15.98
ESL Investors, L.L.C.	4/28/2008	open market purchase		5,107	(1)	$	15.99
ESL Investors, L.L.C.	4/28/2008	open market purchase		52,750	(1)	$	16
ESL Investors, L.L.C.	4/28/2008	open market purchase		25	(1)	$	15.81
ESL Investors, L.L.C.	4/28/2008	open market purchase		50	(1)	$	15.835
ESL Partners, L.P.	4/29/2008	open market purchase		31,500	(1)	$	16
ESL Partners, L.P.	4/29/2008	open market purchase		16,968	(1)	$	15.99
ESL Partners, L.P.	4/29/2008	open market purchase		35,186	(1)	$	15.98
ESL Partners, L.P.	4/29/2008	open market purchase		7,224	(1)	$	15.97
ESL Partners, L.P.	4/29/2008	open market purchase		16,296	(1)	$	15.96
ESL Partners, L.P.	4/29/2008	open market purchase		62,933	(1)	$	15.95
ESL Partners, L.P.	4/29/2008	open market purchase		168	(1)	$	15.945

PAGE 20 OF 25


	Date of	Nature of	Number of Shares			Price per
Entity	Transaction	Transaction	of Common Stock			Share
ESL Partners, L.P.	4/29/2008	open market purchase		6,720	(1)	$	15.94
ESL Partners, L.P.	4/29/2008	open market purchase		7,385	(1)	$	15.93
ESL Partners, L.P.	4/29/2008	open market purchase		7,644	(1)	$	15.91
ESL Partners, L.P.	4/29/2008	open market purchase		8,736	(1)	$	15.9
ESL Partners, L.P.	4/29/2008	open market purchase		756	(1)	$	15.89
ESL Partners, L.P.	4/29/2008	open market purchase		84	(1)	$	15.975
ESL Investors, L.L.C.	4/29/2008	open market purchase		6,000	(1)	$	16
ESL Investors, L.L.C.	4/29/2008	open market purchase		3,232	(1)	$	15.99
ESL Investors, L.L.C.	4/29/2008	open market purchase		6,702	(1)	$	15.98
ESL Investors, L.L.C.	4/29/2008	open market purchase		1,376	(1)	$	15.97
ESL Investors, L.L.C.	4/29/2008	open market purchase		3,104	(1)	$	15.96
ESL Investors, L.L.C.	4/29/2008	open market purchase		11,987	(1)	$	15.95
ESL Investors, L.L.C.	4/29/2008	open market purchase		32	(1)	$	15.945
ESL Investors, L.L.C.	4/29/2008	open market purchase		1,280	(1)	$	15.94
ESL Investors, L.L.C.	4/29/2008	open market purchase		1,407	(1)	$	15.93
ESL Investors, L.L.C.	4/29/2008	open market purchase		1,456	(1)	$	15.91
ESL Investors, L.L.C.	4/29/2008	open market purchase		1,664	(1)	$	15.9
ESL Investors, L.L.C.	4/29/2008	open market purchase		144	(1)	$	15.89
ESL Investors, L.L.C.	4/29/2008	open market purchase		16	(1)	$	15.975
ESL Partners, L.P.	4/30/2008	open market purchase		3,192	(1)	$	15.89
ESL Partners, L.P.	4/30/2008	open market purchase		4,536	(1)	$	15.9
ESL Partners, L.P.	4/30/2008	open market purchase		18,272	(1)	$	15.92
ESL Partners, L.P.	4/30/2008	open market purchase		18,480	(1)	$	15.93

PAGE 21 OF 25


	Date of	Nature of	Number of Shares			Price per
Entity	Transaction	Transaction	of Common Stock			Share
ESL Partners, L.P.	4/30/2008	open market purchase		1,680	(1)	$	15.94
ESL Partners, L.P.	4/30/2008	open market purchase		252	(1)	$	15.945
ESL Partners, L.P.	4/30/2008	open market purchase		18,404	(1)	$	15.95
ESL Partners, L.P.	4/30/2008	open market purchase		11,264	(1)	$	15.96
ESL Partners, L.P.	4/30/2008	open market purchase		168	(1)	$	15.965
ESL Partners, L.P.	4/30/2008	open market purchase		38,857	(1)	$	15.97
ESL Partners, L.P.	4/30/2008	open market purchase		252	(1)	$	15.975
ESL Partners, L.P.	4/30/2008	open market purchase		16,204	(1)	$	15.98
ESL Partners, L.P.	4/30/2008	open market purchase		7,812	(1)	$	15.99
ESL Partners, L.P.	4/30/2008	open market purchase		182,767	(1)	$	16
ESL Investors, L.L.C.	4/30/2008	open market purchase		608	(1)	$	15.89
ESL Investors, L.L.C.	4/30/2008	open market purchase		864	(1)	$	15.9
ESL Investors, L.L.C.	4/30/2008	open market purchase		3,480	(1)	$	15.92
ESL Investors, L.L.C.	4/30/2008	open market purchase		3,520	(1)	$	15.93
ESL Investors, L.L.C.	4/30/2008	open market purchase		320	(1)	$	15.94
ESL Investors, L.L.C.	4/30/2008	open market purchase		48	(1)	$	15.945
ESL Investors, L.L.C.	4/30/2008	open market purchase		3,506	(1)	$	15.95
ESL Investors, L.L.C.	4/30/2008	open market purchase		2,146	(1)	$	15.96
ESL Investors, L.L.C.	4/30/2008	open market purchase		32	(1)	$	15.965
ESL Investors, L.L.C.	4/30/2008	open market purchase		7,401	(1)	$	15.97
ESL Investors, L.L.C.	4/30/2008	open market purchase		48	(1)	$	15.975
ESL Investors, L.L.C.	4/30/2008	open market purchase		3,087	(1)	$	15.98
ESL Investors, L.L.C.	4/30/2008	open market purchase		1,488	(1)	$	15.99

PAGE 22 OF 25


	Date of	Nature of	Number of Shares			Price per
Entity	Transaction	Transaction	of Common Stock			Share
ESL Investors, L.L.C.	4/30/2008	open market purchase		34,812	(1)	$	16
ESL Partners, L.P.	5/6/2008	open market purchase		1,176	(1)	$	16.09
ESL Partners, L.P.	5/6/2008	open market purchase		420	(1)	$	16.15
ESL Partners, L.P.	5/6/2008	open market purchase		2,436	(1)	$	16.16
ESL Partners, L.P.	5/6/2008	open market purchase		1,680	(1)	$	16.17
ESL Partners, L.P.	5/6/2008	open market purchase		2,475	(1)	$	16.18
ESL Partners, L.P.	5/6/2008	open market purchase		21,000	(1)	$	16.19
ESL Partners, L.P.	5/6/2008	open market purchase		1,680	(1)	$	16.21
ESL Partners, L.P.	5/6/2008	open market purchase		1,764	(1)	$	16.22
ESL Partners, L.P.	5/6/2008	open market purchase		2,436	(1)	$	16.23
ESL Partners, L.P.	5/6/2008	open market purchase		2,688	(1)	$	16.24
ESL Partners, L.P.	5/6/2008	open market purchase		14,156	(1)	$	16.25
ESL Partners, L.P.	5/6/2008	open market purchase		32,089	(1)	$	16.2
ESL Investors, L.L.C.	5/6/2008	open market purchase		224	(1)	$	16.09
ESL Investors, L.L.C.	5/6/2008	open market purchase		80	(1)	$	16.15
ESL Investors, L.L.C.	5/6/2008	open market purchase		464	(1)	$	16.16
ESL Investors, L.L.C.	5/6/2008	open market purchase		320	(1)	$	16.17
ESL Investors, L.L.C.	5/6/2008	open market purchase		472	(1)	$	16.18
ESL Investors, L.L.C.	5/6/2008	open market purchase		4,000	(1)	$	16.19
ESL Investors, L.L.C.	5/6/2008	open market purchase		320	(1)	$	16.21

PAGE 23 OF 25


	Date of	Nature of	Number of Shares			Price per
Entity	Transaction	Transaction	of Common Stock			Share
ESL Investors, L.L.C.	5/6/2008	open market purchase		336	(1)	$	16.22
ESL Investors, L.L.C.	5/6/2008	open market purchase		464	(1)	$	16.23
ESL Investors, L.L.C.	5/6/2008	open market purchase		512	(1)	$	16.24
ESL Investors, L.L.C.	5/6/2008	open market purchase		2,696	(1)	$	16.25
ESL Investors, L.L.C.	5/6/2008	open market purchase		6,112	(1)	$	16.2
ESL Partners, L.P.	5/8/2008	open market purchase		1,680	(1)	$	15.81
ESL Partners, L.P.	5/8/2008	open market purchase		2,520	(1)	$	15.84
ESL Partners, L.P.	5/8/2008	open market purchase		78,036	(1)	$	15.85
ESL Partners, L.P.	5/8/2008	open market purchase		21,588	(1)	$	15.95
ESL Partners, L.P.	5/8/2008	open market purchase		3,108	(1)	$	15.99
ESL Partners, L.P.	5/8/2008	open market purchase		38,304	(1)	$	16
ESL Partners, L.P.	5/8/2008	open market purchase		588	(1)	$	16.02
ESL Partners, L.P.	5/8/2008	open market purchase		1,764	(1)	$	16.03
ESL Partners, L.P.	5/8/2008	open market purchase		4,788	(1)	$	16.04
ESL Partners, L.P.	5/8/2008	open market purchase		114,408	(1)	$	16.05
ESL Partners, L.P.	5/8/2008	open market purchase		9,324	(1)	$	16.06
ESL Partners, L.P.	5/8/2008	open market purchase		10,164	(1)	$	16.07
ESL Partners, L.P.	5/8/2008	open market purchase		7,476	(1)	$	16.08
ESL Partners, L.P.	5/8/2008	open market purchase		23,688	(1)	$	16.09
ESL Partners, L.P.	5/8/2008	open market purchase		20,916	(1)	$	16.1
ESL Partners, L.P.	5/8/2008	open market purchase		3,444	(1)	$	16.11
ESL Partners, L.P.	5/8/2008	open market purchase		5,292	(1)	$	16.12
ESL Partners, L.P.	5/8/2008	open market purchase		2,268	(1)	$	16.13
ESL Partners, L.P.	5/8/2008	open market purchase		1,260	(1)	$	16.14
ESL Partners, L.P.	5/8/2008	open market purchase		47,964	(1)	$	16.15

PAGE 24 OF 25


	Date of	Nature of	Number of Shares			Price per
Entity	Transaction	Transaction	of Common Stock			Share
ESL Partners, L.P.	5/8/2008	open market purchase		20,916	(1)	$	16.16
ESL Partners, L.P.	5/8/2008	open market purchase		13,569	(1)	$	16.17
ESL Partners, L.P.	5/8/2008	open market purchase		336	(1)	$	16.18
ESL Partners, L.P.	5/8/2008	open market purchase		3,399	(1)	$	16.19
ESL Investors, L.L.C.	5/8/2008	open market purchase		320	(1)	$	15.81
ESL Investors, L.L.C.	5/8/2008	open market purchase		480	(1)	$	15.84
ESL Investors, L.L.C.	5/8/2008	open market purchase		14,864	(1)	$	15.85
ESL Investors, L.L.C.	5/8/2008	open market purchase		4,112	(1)	$	15.95
ESL Investors, L.L.C.	5/8/2008	open market purchase		592	(1)	$	15.99
ESL Investors, L.L.C.	5/8/2008	open market purchase		7,296	(1)	$	16
ESL Investors, L.L.C.	5/8/2008	open market purchase		112	(1)	$	16.02
ESL Investors, L.L.C.	5/8/2008	open market purchase		336	(1)	$	16.03
ESL Investors, L.L.C.	5/8/2008	open market purchase		912	(1)	$	16.04
ESL Investors, L.L.C.	5/8/2008	open market purchase		21,792	(1)	$	16.05
ESL Investors, L.L.C.	5/8/2008	open market purchase		1,776	(1)	$	16.06
ESL Investors, L.L.C.	5/8/2008	open market purchase		1,936	(1)	$	16.07
ESL Investors, L.L.C.	5/8/2008	open market purchase		1,424	(1)	$	16.08
ESL Investors, L.L.C.	5/8/2008	open market purchase		4,512	(1)	$	16.09
ESL Investors, L.L.C.	5/8/2008	open market purchase		3,984	(1)	$	16.1
ESL Investors, L.L.C.	5/8/2008	open market purchase		656	(1)	$	16.11
ESL Investors, L.L.C.	5/8/2008	open market purchase		1,008	(1)	$	16.12
ESL Investors, L.L.C.	5/8/2008	open market purchase		432	(1)	$	16.13

PAGE 25 OF 25


	Date of	Nature of	Number of Shares			Price per
Entity	Transaction	Transaction	of Common Stock			Share
ESL Investors, L.L.C.	5/8/2008	open market purchase		240	(1)	$	16.14
ESL Investors, L.L.C.	5/8/2008	open market purchase		9,136	(1)	$	16.15
ESL Investors, L.L.C.	5/8/2008	open market purchase		3,984	(1)	$	16.16
ESL Investors, L.L.C.	5/8/2008	open market purchase		2,585	(1)	$	16.17
ESL Investors, L.L.C.	5/8/2008	open market purchase		64	(1)	$	16.18
ESL Investors, L.L.C.	5/8/2008	open market purchase		647	(1)	$	16.19
ESL Partners, L.P.	5/9/2008	open market purchase		56,848	(1)	$	15.99
ESL Investors, L.L.C.	5/9/2008	open market purchase		14,152	(1)	$	15.99


(1)		These Shares represent a portion of a single trade which was allocated between Partners and an account that was established by the investment member of Investors.