UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

Sears Holdings Corporation

 

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

812350106

(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)

August 29, 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).

 

 

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     This Amendment No. 12 to Schedule 13D (this “Amendment”) relates to shares of common stock, par value $0.01 per share (“Holdings Common Stock”), of Sears Holdings Corporation (“Holdings”). This Amendment No. 12 supplementally amends the Statement on Schedule 13D, as amended, filed by the Reporting Persons (as defined below) by furnishing the information set forth below. 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.

     Based on the most recently disclosed number of outstanding shares of Holdings Common Stock, the Reporting Persons are filing this Amendment to report an increase in their respective current beneficial ownership percentages of Holdings Common Stock, which for certain of the Reporting Persons is 51.9%, resulting from a decrease in the number of outstanding shares of Holdings Common Stock.

Item 2. Identity and Background

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

     (a) This Schedule 13D is being filed by a group consisting of ESL Investments, Inc., a Delaware corporation (“ESL”), Edward S. Lampert, RBS Investment Management, L.L.C., a Delaware limited liability company (“RBSIM”), ESL Institutional Partners, L.P., a Delaware limited partnership (“Institutional”), CRK Partners, LLC, a Delaware limited liability company (“CRK LLC”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Partners, L.P., a Delaware limited partnership (“Partners”), ESL Investment Management, L.P., a Delaware limited partnership (“Investment Management”), ESL Investors L.L.C., a Delaware limited liability company (“Investors,” and collectively with ESL, Mr. Lampert, RBSIM, Institutional, CRK LLC, RBS, Partners and Investment Management, the “Reporting Persons”). Attached as Schedule I hereto and incorporated herein by reference is a list containing the (a) name, (b) citizenship, (c) present principal occupation or employment and (d) the name, principal business address of any corporation or other organization in which such employment is conducted, of each director and executive officer of ESL (the “ESL Directors and Officers”). Other than the ESL Directors and Officers, there are no persons or corporations controlling or ultimately in control of ESL.

     (b) The principal place of business of each of the Reporting Persons is 200 Greenwich Avenue, Greenwich, CT 06830.

     (c) The principal business of each of the Reporting Persons is purchasing, holding and selling securities for investment purposes. RBS is the managing member of Investors and the general partner of Partners. ESL is the general partner of RBS, the sole member of CRK LLC and the managing member of RBSIM. RBSIM is the general partner of Institutional. Mr. Lampert is the chairman, chief executive officer and a director of ESL and the managing member of the general partner of Investment Management. Mr. Lampert is also Chairman of the Board of Directors of Holdings. Each of the Reporting Persons may also serve as general partner or managing member of certain other entities engaged in the purchasing, holding and selling of securities for investment purposes.

     (d)-(e) None of the Reporting Persons has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future state securities laws or finding any violation with respect to such laws. To the knowledge of the Reporting Persons, during the last five years, none of the ESL Directors and Officers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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

     Item 3 is hereby supplemented as follows:

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     Pursuant to Kmart Corporation’s Plan of Reorganization, Partners and an account established by the investment member of Investors (or one or more of their affiliates) have in the past received shares of common stock of Kmart Holding Corporation (the predecessor to Holdings) and Holdings Common Stock. Partners and an account established by the investment member of Investors (or one or more of their affiliates) may in the future receive Holdings Common Stock on account of these same trade vendor/lease rejection claims as all trade vendor/lease rejection claims held by all persons continue to be reconciled.

     Subsequent to the filing by the Reporting Persons of Amendment No. 11 to Schedule 13D, an aggregate of 273,425 shares of Holdings Common Stock were distributed by Holdings on account of previously reported trade vendor/lease rejection claims (and participations in such claims) held with respect to Kmart Corporation by Partners and an account established by the investment member of Investors. Of these shares of Holdings Common Stock, an aggregate of 208,241 were distributed to Partners and an aggregate of 65,184 were distributed to an account established by the investment member of Investors.

Item 4. Purpose of Transaction

Item 4 is hereby supplemented as follows:  

     William C. Crowley, the President and Chief Operating Officer of ESL, is a member of the Board of Directors of Holdings and serves as the Chief Administrative Officer and an Executive Vice President of Holdings. Mr. Crowley also served as the Chief Financial Officer of Holdings from March 2005 to September 2006 and as the interim Chief Financial Officer of Holdings from January 2007 to October 2007.

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 following table sets forth the aggregate number of shares of Holdings Common Stock and the percentage of outstanding shares of Holdings Common Stock beneficially owned by the Reporting Persons as of September 1, 2008, based on 126,416,383 outstanding shares of Holdings Common Stock (the number of shares outstanding as of August 22, 2008 as stated in the most recent quarterly report on Form 10-Q filed by Holdings), indicating the number of shares of Holdings Common Stock for which each Reporting Person has sole or shared power to direct the vote of the disposition of such shares. The Reporting Persons as a group beneficially own an aggregate of 65,639,184 shares of Holdings Common Stock.

     With the exception of the acquisitions reported in Item 3 hereof, any changes between the beneficial ownership percentages reported in Amendment No. 11 to Schedule 13D and the beneficial ownership percentages reported herein are attributable to a decrease in the number of outstanding shares of Holdings Common Stock.

		NUMBER OF				PERCENTAGE
		SHARES				OF				SOLE				SHARED				SOLE				SHARED
REPORTING		BENEFICIALLY				OUTSTANDING				VOTING				VOTING				DISPOSITIVE				DISPOSITIVE
PERSON		OWNED				SHARES				POWER				POWER				POWER				POWER
ESL Investments, Inc.			65,623,185	(1)			51.9	%			65,623,185	(1)			0				65,623,185	(1)			0
Edward S. Lampert			65,639,184	(2)			51.9	%			65,639,184	(2)			0				65,639,184	(2)			0
CRK Partners, LLC			747				0.0	%			747				0				747				0
RBS Partners, L.P.			65,284,199	(3)			51.6	%			65,284,199	(3)			0				65,284,199	(3)			0
ESL Partners, L.P.			51,683,321				40.9	%			51,683,321				0				51,683,321				0
RBS Investment Management, L.L.C.			338,239	(4)			0.3	%			338,239	(4)			0				338,239	(4)			0

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		NUMBER OF				PERCENTAGE
		SHARES				OF				SOLE				SHARED				SOLE				SHARED
REPORTING		BENEFICIALLY				OUTSTANDING				VOTING				VOTING				DISPOSITIVE				DISPOSITIVE
PERSON		OWNED				SHARES				POWER				POWER				POWER				POWER
ESL Institutional Partners, L.P.			338,239				0.3	%			338,239				0				338,239				0
ESL Investors L.L.C.			9,967,404				7.9	%			9,967,404				0				9,967,404				0
ESL Investment Management, L.P.			15,999				0.0	%			15,999				0				15,999				0

     (c) There have been no transactions in Holdings Common Stock by any of the Reporting Persons during the past 60 days.

     (d) Not applicable.

     (e) Not applicable.

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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: September 2, 2008

		ESL INVESTMENTS, INC.
		By:		/s/ Adrian J. Maizey
				Name: Adrian J. Maizey
				Title: Chief Financial Officer
		EDWARD S. LAMPERT
		/s/ Edward S. Lampert
		Edward S. Lampert
		CRK PARTNERS, LLC
		By:		ESL Investments, Inc., as its sole member
		By:		/s/ Adrian J. Maizey
				Name: Adrian J. Maizey
				Title: Chief Financial Officer
		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
		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

Page 15 of 16

		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
		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 managing member
		By:		ESL Investments, Inc., as its general partner
		By:		/s/ Adrian J. Maizey
				Name: Adrian J. Maizey
				Title: Chief Financial Officer
		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

Page 16 of 16

SCHEDULE I

The names, business addresses, present principal occupations, and citizenship of the directors and executive officers of ESL Investments, Inc. are set forth below. If no address is given, the director’s or executive officer’s principal business address is 200 Greenwich Avenue, Greenwich, CT 06830. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to ESL Investments, Inc.

Name and Business Address		Principal Occupation		Citizenship
Edward S. Lampert		Director, Chairman and Chief Executive Officer		United States
William C. Crowley		President and Chief Operating Officer		United States
Adrian J. Maizey		Chief Financial Officer		United Kingdom and South Africa