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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

AutoNation, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

05329W102

(Cusip Number)

Janice V. Sharry, Esq.
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5562

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

May 4, 2004

(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 18
  1. Name of Reporting Person:
ESL Partners, L.P., a Delaware limited partnership		 I.R.S. Identification Nos. of above persons (entities only):
22-2875193
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
N/A
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
40,393,481
8. Shared Voting Power:
0
9. Sole Dispositive Power:
40,393,481
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
75, 198,300
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
N/A
  13.Percent of Class Represented by Amount in Row (11):
28.1%(1)
  14.Type of Reporting Person (See Instructions):
PN

(1)   Based on a total of 267,575,432 Shares outstanding as of March 26, 2004, as disclosed in the Issuer’s Proxy Statement filed with the Securities and Exchange Commission on April 12, 2004.

 

 

             
CUSIP No. 05329W102 Page 3 of 18
  1. Name of Reporting Person:
ESL Limited, a Bermuda corporation		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
N/A
  6. Citizenship or Place of Organization:
Bermuda
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
4,977,872
8. Shared Voting Power:
0
9. Sole Dispositive Power:
4,977,872
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
75,198,300
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):o
N/A
  13.Percent of Class Represented by Amount in Row (11):
28.1%(1)
  14.Type of Reporting Person (See Instructions):
CO

(1)   Based on a total of 267,575,432 Shares outstanding as of March 26, 2004, as disclosed in the Issuer’s Proxy Statement filed with the Securities and Exchange Commission on April 12, 2004.

 

 

             
CUSIP No. 05329W102 Page 4 of 18
  1. Name of Reporting Person:
ESL Institutional Partners, L.P., a Delaware limited partnership		 I.R.S. Identification Nos. of above persons (entities only):
06-1456821
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
N/A
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
1,443,026
8. Shared Voting Power:
0
9. Sole Dispositive Power:
1,443,026
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
75,198,300
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):o
N/A
  13.Percent of Class Represented by Amount in Row (11):
28.1%(1)
  14.Type of Reporting Person (See Instructions):
PN

(1)   Based on a total of 267,575,432 Shares outstanding as of March 26, 2004, as disclosed in the Issuer’s Proxy Statement filed with the Securities and Exchange Commission on April 12, 2004.

 

 

             
CUSIP No. 05329W102 Page 5 of 18
  1. Name of Reporting Person:
ESL Investors, L.L.C., a Delaware limited liability company		 I.R.S. Identification Nos. of above persons (entities only):
13-4095958
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
N/A
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
16,434,250
8. Shared Voting Power:
0
9. Sole Dispositive Power:
16,434,250
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
75,198,300
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
N/A
  13.Percent of Class Represented by Amount in Row (11):
28.1%(1)
  14.Type of Reporting Person (See Instructions):
OO

(1)   Based on a total of 267,575,432 Shares outstanding as of March 26, 2004, as disclosed in the Issuer’s Proxy Statement filed with the Securities and Exchange Commission on April 12, 2004.

 

 

             
CUSIP No. 05329W102 Page 6 of 18
  1. Name of Reporting Person:
ESL Investments, Inc., a Delaware corporation		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
N/A
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
182,235
8. Shared Voting Power:
0
9. Sole Dispositive Power:
182,235
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
75,198,300
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
N/A
  13.Percent of Class Represented by Amount in Row (11):
28.1%(1)
  14.Type of Reporting Person (See Instructions):
CO

(1)   Based on a total of 267,575,432 Shares outstanding as of March 26, 2004, as disclosed in the Issuer’s Proxy Statement filed with the Securities and Exchange Commission on April 12, 2004.

 

 

             
CUSIP No. 05329W102 Page 7 of 18
  1. Name of Reporting Person:
Courtesy Partners, L.P., a Delaware limited partnership		 I.R.S. Identification Nos. of above persons (entities only):
06-1633842
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
N/A
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
0
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
0
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
N/A
  13.Percent of Class Represented by Amount in Row (11):
0%(1)
  14.Type of Reporting Person (See Instructions):
PN

(1)   Courtesy Partners, L.P. disposed of all of its securities in the Issuer on May 4, 2004, and therefore disclaims beneficial ownership of the securities of the Issuer reported herein.

 

 

             
CUSIP No. 05329W102 Page 8 of 18
  1. Name of Reporting Person:
CBL Partners, L.P., a Delaware limited partnership		 I.R.S. Identification Nos. of above persons (entities only):
06-1526810
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
N/A
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
8,819,389
8. Shared Voting Power:
0
9. Sole Dispositive Power:
8,819,389
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
75,198,300
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
N/A
  13.Percent of Class Represented by Amount in Row (11):
28.1%(1)
  14.Type of Reporting Person (See Instructions):
PN

(1)   Based on a total of 267,575,432 Shares outstanding as of March 26, 2004, as disclosed in the Issuer’s Proxy Statement filed with the Securities and Exchange Commission on April 12, 2004.

 

 

             
CUSIP No. 05329W102 Page 9 of 18
  1. Name of Reporting Person:
KP I Partners, L.P., a Delaware limited partnership		 I.R.S. Identification Nos. of above persons (entities only):
86-1069224
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
N/A
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
2,689,266
8. Shared Voting Power:
0
9. Sole Dispositive Power:
2,689,266
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
75,198,300
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
N/A
  13.Percent of Class Represented by Amount in Row (11):
28.1%(1)
  14.Type of Reporting Person (See Instructions):
PN

(1)   Based on a total of 267,575,432 Shares outstanding as of March 26, 2004, as disclosed in the Issuer’s Proxy Statement filed with the Securities and Exchange Commission on April 12, 2004.

 

 

             
CUSIP No. 05329W102 Page 10 of 18
  1. Name of Reporting Person:
KP II Partners, L.P., a Delaware limited partnership		 I.R.S. Identification Nos. of above persons (entities only):
86-1069227
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
N/A
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
255,064
8. Shared Voting Power:
0
9. Sole Dispositive Power:
255,064
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
75,198,300
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
N/A
  13.Percent of Class Represented by Amount in Row (11):
28.1%(1)
  14.Type of Reporting Person (See Instructions):
PN

(1)   Based on a total of 267,575,432 Shares outstanding as of March 26, 2004, as disclosed in the Issuer’s Proxy Statement filed with the Securities and Exchange Commission on April 12, 2004.

 

 

             
CUSIP No. 05329W102 Page 11 of 18
  1. Name of Reporting Person:
Edward S. Lampert		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  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): o
N/A
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
0
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
75,198,300
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
N/A
  13.Percent of Class Represented by Amount in Row (11):
28.1%(1)
  14.Type of Reporting Person (See Instructions):
IN

(1)   Based on a total of 267,575,432 Shares outstanding as of March 26, 2004, as disclosed in the Issuer’s Proxy Statement filed with the Securities and Exchange Commission on April 12, 2004.

 

 

             
CUSIP No. 05329W102 Page 12 of 18
  1. Name of Reporting Person:
Tynan LLC, a Delaware limited liability company		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
N/A
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
3,717
8. Shared Voting Power:
0
9. Sole Dispositive Power:
3,717
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
75,198,300
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
N/A
  13.Percent of Class Represented by Amount in Row (11):
28.1%(1)
  14.Type of Reporting Person (See Instructions):
OO

(1)   Based on a total of 267,575,432 Shares outstanding as of March 26, 2004, as disclosed in the Issuer’s Proxy Statement filed with the Securities and Exchange Commission on April 12, 2004.

 

 

             
CUSIP No. 05329W102 Page 13 of 18
  1. Name of Reporting Person:
William C. Crowley		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) x  
    (b) o  
  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): o
N/A
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
0
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
75,198,300
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
N/A
  13.Percent of Class Represented by Amount in Row (11):
28.1%(1)
  14.Type of Reporting Person (See Instructions):
IN

(1)   Based on a total of 267,575,432 Shares outstanding as of March 26, 2004, as disclosed in the Issuer’s Proxy Statement filed with the Securities and Exchange Commission on April 12, 2004.

 

 

     
CUSIP No. 05329W102
  Page 14 of 18

     This Amendment No. 5 to Schedule 13D (this “Amendment”) amends and restates certain Items of the Schedule 13D, as amended, filed by ESL Partners, L.P., a Delaware limited partnership (“ESL”), ESL Limited, a Bermuda corporation (“Limited”), ESL Institutional Partners, L.P., a Delaware limited partnership (“Institutional”), ESL Investors, L.L.C., a Delaware limited liability company (“Investors”), Courtesy Partners, L.P., a Delaware limited partnership (“Courtesy”), CBL Partners, L.P., a Delaware limited partnership (“CBL”), KP I Partners, L.P., a Delaware limited partnership (“KPI”), KP II Partners, L.P., a Delaware limited partnership (“KPII”), Edward S. Lampert (“Mr. Lampert”) and William C. Crowley (“Mr. Crowley”), both U.S. citizens, by furnishing the information set forth below. ESL, Limited, Institutional, ESL Investments, Inc., a Delaware corporation (“Investments”), Investors, Courtesy, CBL, KPI, KPII, Mr. Lampert, Mr. Crowley, and Tynan LLC, a Delaware limited liability company (“Tynan”) 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.

Item 2. Identity and Background.

     Item 2 is hereby amended and restated in its entirety as follows:

     (a) The names of the persons filing this Statement are ESL, Limited, Institutional, Investments, Investors, Courtesy, CBL, KPI, KPII, Mr. Lampert, Mr. Crowley and Tynan.

     (b) The principal business address of ESL, Institutional, Investments, Investors, Courtesy, CBL, KPI, KPII, Mr. Lampert, Mr. Crowley and Tynan is 200 Greenwich Avenue, Greenwich, Connecticut 06830. The principal business address of Limited is Hemisphere House, 9 Church Street, Hamilton, Bermuda.

     (c) This Statement is filed on behalf of ESL, Limited, Institutional, Investments, Investors, Courtesy, CBL, KPI, KPII, Mr. Lampert, Mr. Crowley and Tynan. The general partner of ESL is RBS Partners, L.P., a Delaware limited partnership (the “General Partner”). The general partner of the General Partner is Investments. ESL Investment Management, LLC, a Delaware limited liability company (“ESLIM”), is the investment manager of Limited and the general partner of each of KPI and KPII. RBS Investment Management, LLC, a Delaware limited liability company (“RBSIM”), is the general partner of Institutional. The General Partner is the manager of Investors. Investments is the general partner of CBL and Courtesy. Mr. Lampert is the Chief Executive Officer and director of Investments and the managing member of ESLIM and RBSIM. Mr. Crowley is the President and Chief Operating Officer of Investments, a member of ESLIM and RBSIM and the sole member of Tynan. Mr. Lampert and Mr. Crowley were appointed to the Board of Directors of the Issuer on January 29, 2002. In the aforementioned capacities, ESL, Limited, Institutional, Investments, Investors, CBL, KPI, KPII, Mr. Lampert, Mr. Crowley and Tynan each may be deemed to be the beneficial owner of the Shares beneficially owned by the other members of the group. Courtesy, by virtue of its disposition in the Shares reported herein, disclaims beneficial ownership of the Shares.

     The principal business of ESL, Limited, Institutional, Investors, Courtesy, CBL, KPI, KPII and Tynan is purchasing, holding and selling securities for investment purposes. The principal business of the General Partner is serving as the general partner of ESL. The principal business of Investments is serving as the general partner of the General Partner. The principal business of ESLIM is serving as the investment manager for Limited and the general partner of each of KPI and KPII. The principal business of RBSIM is serving as the investment manager of Institutional. Mr. Lampert’s principal business is serving as the Chief Executive Officer and director of Investments and the managing member of ESLIM and RBSIM. Mr. Crowley’s principal business is serving as the President and Chief Operating Officer of Investments and as a member of ESLIM and RBSIM.

     (d) and (e) During the past five years, none of the foregoing entities or natural persons has been convicted in a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or (e) of Schedule 13D.

 

 

             
CUSIP No. 05329W102 Page 15 of 18

     (f) ESL, Institutional, Investments, Investors, Courtesy, CBL, KPI, KPII and Tynan are organized in Delaware, Limited is organized in Bermuda, and Mr. Lampert and Mr. Crowley are citizens of the United States.

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

     Item 3 is hereby supplemented as follows:

     ESL owns an aggregate of 40,393,481 Shares, of which 393,497 Shares were distributed to ESL by Courtesy on May 4, 2004. Investors owns an aggregate of 16,434,250 Shares, of which 813,041 Shares were distributed to Investors by Courtesy on May 4, 2004. Investments owns an aggregate of 182,235 Shares, all of which were distributed to Investments by Courtesy on May 4, 2004. Tynan owns an aggregate of 3,717 Shares, all of which were distributed to Tynan by Courtesy on May 4, 2004.

Item 4. Purpose of Transaction.

     Item 4 is hereby supplemented as follows:

     On May 4, 2004, Courtesy distributed (i) 393,497 Shares to ESL, (ii) 813,041 Shares to Investors, (iii) 182,235 Shares to Investments, and (iv) 3,717 Shares to Tynan. On May 4, 2004, the Filing Persons owned 75,198,300 Shares, in the aggregate, which represented approximately 28.1% of the Shares outstanding as of March 26, 2004.

Item 5. Interest in Securities of the Issuer.

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

     (a) The Filings Persons may be deemed to beneficially own 75,198,300 Shares (which represents approximately 28.1% of the Shares outstanding as of March 26, 2004, as disclosed in the Issuer’s Proxy Statement filed with the Securities and Exchange Commission on April 12, 2004).

     (b)

                                 
    Sole   Shared   Sole   Shared
    Voting   Voting   Dispositive   Dispositive
    Power
   Power
   Power
   Power
ESL Partners, L.P.
     40,393,481       0       40,393,481       0  
ESL Limited
     4,977,872       0       4,977,872       0  
ESL Institutional Partners, L.P.
     1,443,026       0       1,443,026       0  
ESL Investments, Inc.
     182,235       0       182,235       0  
ESL Investors, L.L.C.
     16,434,250       0       16,434,250       0  
CBL Partners, L.P.
     8,819,389       0       8,819,389       0  
KP I Partners, L.P.
     2,689,266       0       2,689,266       0  
KP II Partners, L.P.
     255,064       0       255,064       0  
Tynan LLC
     3,717       0       3,717       0  
Edward S. Lampert
     0       0       0       0  
William C. Crowley
     0       0       0       0  
Courtesy Partners, L.P.
     0       0       0       0  

     (c) In the past 60 days, there have been no transactions in the Shares by any of the Filing Persons except as set forth herein.

     (d) Not applicable.

     (e) Courtesy ceased to be a beneficial owner of more than five percent of the Shares on May 4, 2004.

 

 

             
CUSIP No. 05329W102 Page 16 of 18

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

     Item 6 is hereby amended and restated in its entirety as follows:

     Other than as provided herein, there are no contracts, arrangements, understandings or relationships between ESL, Limited, Institutional, Investments, Investors, Courtesy, CBL, KPI, KPII, Mr. Lampert, Mr. Crowley, Tynan or any other person with respect to the securities of the Issuer.

Item 7. Material To Be Filed as Exhibits.

     Item 7 is hereby amended and restated in its entirety as follows:

Exhibit 1   Joint Filing Agreement, dated as of May 7, 2004, by and among ESL Partners, L.P., ESL Limited, ESL Institutional Partners, L.P., ESL Investments, Inc., ESL Investors, L.L.C., CBL Partners, L.P., KP I Partners, L.P., KP II Partners, L.P., Edward S. Lampert, William C. Crowley and Tynan LLC.

 

 

             
CUSIP No. 05329W102 Page 17 of 18

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: May 7, 2004

       
ESL PARTNERS, L.P.
 
    
 
By:
  RBS Partners, L.P., its general partner
 
By:
  ESL Investments, Inc., its general partner
       
 
By:
  /s/ William C. Crowley
   
 
    William C. Crowley
    President and Chief Operating Officer
       
ESL LIMITED
 
    
By:   ESL Investment Management, LLC, its investment manager
       
 
By:
  /s/ William C. Crowley
   
 
    William C. Crowley
    Member
       
ESL INSTITUTIONAL PARTNERS, L.P.
 
    
By:   RBS Investment Management, LLC, its general partner
       
 
By:
  /s/ William C. Crowley
   
 
    William C. Crowley
    Member
       
 
ESL INVESTMENTS, INC.
       
 
By:
  /s/ William C. Crowley
   
 
    William C. Crowley
    President and Chief Operating Officer
       
ESL INVESTORS, L.L.C.
 
      
By:   RBS Partners, L.P., its manager
By:   ESL Investments, Inc., its general partner
       
 
By:
  /s/ William C. Crowley
   
 
    William C. Crowley
    President and Chief Operating Officer

 

 

     
CUSIP No. 05329W102
  Page 18 of 18
       
COURTESY PARTNERS, L.P.
 
 
By:
  ESL Investments, Inc., its general partner
       
 
        
By:   /s/ William C. Crowley
   
 
    William C. Crowley
    President and Chief Operating Officer
       
 
CBL PARTNERS, L.P.
 
 
 
By:
  
ESL Investments, Inc., its general partner
       
 
By:
  /s/ William C. Crowley
   
 
    William C. Crowley
    President and Chief Operating Officer
       
KP I PARTNERS, L.P.
 
    
By:   ESL Investment Management, LLC, its general partner
       
 
By:
  /s/ William C. Crowley
   
 
    William C. Crowley
    Member
       
KP II PARTNERS, L.P.
 
    
By:   ESL Investment Management, LLC, its general partner
       
 
By:
  /s/ William C. Crowley
   
 
    William C. Crowley
    Member
   
  /s/ Edward S. Lampert
 
Edward S. Lampert
 
  
/s/ William C. Crowley
 
William C. Crowley
       
TYNAN LLC
 
    
By:   /s/ William C. Crowley
   
 
    Sole Member

 

 

EXHIBITS

Exhibit 1   Joint Filing Agreement, dated as of May 7, 2004, by and among ESL Partners, L.P., ESL Limited, ESL Institutional Partners, L.P., ESL Investments, Inc., ESL Investors, L.L.C., CBL Partners, L.P., KP I Partners, L.P., KP II Partners, L.P., Edward S. Lampert, William C. Crowley and Tynan LLC.