SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Lands’ End, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

51509F105

(CUSIP Number)

Janice V. Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

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

June 15, 2015

(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, as amended (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).

 

 

 


CUSIP No. 51509F105

 

  1. 

Names of reporting persons.

 

ESL Partners, L.P.

  2.

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  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)    ¨

 

  6.

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  7. 

Sole voting power

 

    6,615,280

  8.

Shared voting power

 

    0

  9.

Sole dispositive power

 

    6,615,280

10.

Shared dispositive power

 

    7,627,509

11.

Aggregate amount beneficially owned by each reporting person

 

    14,242,789

12.

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13.

Percent of class represented by amount in Row (11)

 

    44.6% (1)

14.

Type of reporting person (see instructions)

 

    PN

 

(1) Based upon 31,956,521 shares of Common Stock outstanding as of June 4, 2015, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended May 1, 2015, that was filed by the Issuer with the Securities and Exchange Commission on June 9, 2015.


CUSIP No. 51509F105

 

  1. 

Names of reporting persons.

 

SPE I Partners, LP

  2.

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  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)    ¨

 

  6.

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  7. 

Sole voting power

 

    451,566

  8.

Shared voting power

 

    0

  9.

Sole dispositive power

 

    451,566

10.

Shared dispositive power

 

    0

11.

Aggregate amount beneficially owned by each reporting person

 

    451,566

12.

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13.

Percent of class represented by amount in Row (11)

 

    1.4% (1)

14.

Type of reporting person (see instructions)

 

    PN

 

(1) Based upon 31,956,521 shares of Common Stock outstanding as of June 4, 2015, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended May 1, 2015, that was filed by the Issuer with the Securities and Exchange Commission on June 9, 2015.


CUSIP No. 51509F105

 

  1. 

Names of reporting persons.

 

SPE Master I, LP

  2.

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  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)    ¨

 

  6.

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  7. 

Sole voting power

 

    581,561

  8.

Shared voting power

 

    0

  9.

Sole dispositive power

 

    581,561

10.

Shared dispositive power

 

    0

11.

Aggregate amount beneficially owned by each reporting person

 

    581,561

12.

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13.

Percent of class represented by amount in Row (11)

 

    1.8% (1)

14.

Type of reporting person (see instructions)

 

    PN

 

(1) Based upon 31,956,521 shares of Common Stock outstanding as of June 4, 2015, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended May 1, 2015, that was filed by the Issuer with the Securities and Exchange Commission on June 9, 2015.


CUSIP No. 51509F105

 

  1. 

Names of reporting persons.

 

RBS Partners, L.P.

  2.

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  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)    ¨

 

  6.

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  7. 

Sole voting power

 

    7,648,407

  8.

Shared voting power

 

    0

  9.

Sole dispositive power

 

    7,648,407

10.

Shared dispositive power

 

    7,627,509

11.

Aggregate amount beneficially owned by each reporting person

 

    15,275,916

12.

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13.

Percent of class represented by amount in Row (11)

 

    47.8% (1)

14.

Type of reporting person (see instructions)

 

    PN

 

(1) Based upon 31,956,521 shares of Common Stock outstanding as of June 4, 2015, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended May 1, 2015, that was filed by the Issuer with the Securities and Exchange Commission on June 9, 2015.


CUSIP No. 51509F105

 

  1. 

Names of reporting persons.

 

ESL Institutional Partners, L.P.

  2.

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  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)    ¨

 

  6.

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  7. 

Sole voting power

 

    3,077

  8.

Shared voting power

 

    0

  9.

Sole dispositive power

 

    3,077

10.

Shared dispositive power

 

    0

11.

Aggregate amount beneficially owned by each reporting person

 

    3,077

12.

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13.

Percent of class represented by amount in Row (11)

 

    0.0% (1)

14.

Type of reporting person (see instructions)

 

    PN

 

(1) Based upon 31,956,521 shares of Common Stock outstanding as of June 4, 2015, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended May 1, 2015, that was filed by the Issuer with the Securities and Exchange Commission on June 9, 2015.


CUSIP No. 51509F105

 

  1. 

Names of reporting persons.

 

RBS Investment Management, L.L.C.

  2.

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  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)    ¨

 

  6.

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  7. 

Sole voting power

 

    3,077

  8.

Shared voting power

 

    0

  9.

Sole dispositive power

 

    3,077

10.

Shared dispositive power

 

    0

11.

Aggregate amount beneficially owned by each reporting person

 

    3,077

12.

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13.

Percent of class represented by amount in Row (11)

 

    0.0% (1)

14.

Type of reporting person (see instructions)

 

    OO

 

(1) Based upon 31,956,521 shares of Common Stock outstanding as of June 4, 2015, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended May 1, 2015, that was filed by the Issuer with the Securities and Exchange Commission on June 9, 2015.


CUSIP No. 51509F105

 

  1. 

Names of reporting persons.

 

CRK Partners, LLC

  2.

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  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)    ¨

 

  6.

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  7. 

Sole voting power

 

    224

  8.

Shared voting power

 

    0

  9.

Sole dispositive power

 

    224

10.

Shared dispositive power

 

    0

11.

Aggregate amount beneficially owned by each reporting person

 

    224

12.

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13.

Percent of class represented by amount in Row (11)

 

    0.0% (1)

14.

Type of reporting person (see instructions)

 

    OO

 

(1) Based upon 31,956,521 shares of Common Stock outstanding as of June 4, 2015, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended May 1, 2015, that was filed by the Issuer with the Securities and Exchange Commission on June 9, 2015.


CUSIP No. 51509F105

 

  1. 

Names of reporting persons.

 

ESL Investments, Inc.

  2.

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  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)    ¨

 

  6.

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  7. 

Sole voting power

 

    7,651,708

  8.

Shared voting power

 

    0

  9.

Sole dispositive power

 

    7,651,708

10.

Shared dispositive power

 

    7,627,509

11.

Aggregate amount beneficially owned by each reporting person

 

    15,279,217

12.

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13.

Percent of class represented by amount in Row (11)

 

    47.8% (1)

14.

Type of reporting person (see instructions)

 

    CO

 

(1) Based upon 31,956,521 shares of Common Stock outstanding as of June 4, 2015, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended May 1, 2015, that was filed by the Issuer with the Securities and Exchange Commission on June 9, 2015.


CUSIP No. 51509F105

 

  1. 

Names of reporting persons.

 

Edward S. Lampert

  2.

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  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)    ¨

 

  6.

Citizenship or place of organization

 

    United States

Number of

shares

beneficially

owned by

each

reporting

person

with

 

  7. 

Sole voting power

 

    15,279,217

  8.

Shared voting power

 

    0

  9.

Sole dispositive power

 

    7,651,708

10.

Shared dispositive power

 

    7,627,509

11.

Aggregate amount beneficially owned by each reporting person

 

    15,279,217

12.

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13.

Percent of class represented by amount in Row (11)

 

    47.8% (1)

14.

Type of reporting person (see instructions)

 

    IN

 

(1) Based upon 31,956,521 shares of Common Stock outstanding as of June 4, 2015, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended May 1, 2015, that was filed by the Issuer with the Securities and Exchange Commission on June 9, 2015.


This Amendment No. 1 to Schedule 13D (this “Amendment”) relates to shares of common stock, par value $0.01 per share (the “Common Stock”), of Lands’ End, Inc., a Delaware corporation (the “Issuer”). This Amendment amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (“Partners”), SPE I Partners, LP, a Delaware limited partnership (“SPE I”), SPE Master I, LP, a Delaware limited partnership (“SPE Master I”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Institutional Partners, L.P., a Delaware limited partnership (“Institutional”), RBS Investment Management, L.L.C., a Delaware limited liability company (“RBSIM”), CRK Partners, LLC, a Delaware limited liability company (“CRK LLC”), ESL Investments, Inc., a Delaware corporation (“ESL”), and Edward S. Lampert, a United States citizen, by furnishing the information set forth below. Except as otherwise specified in this Amendment, 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 previously amended, filed with the Securities and Exchange Commission.

The Reporting Persons are filing this Amendment to report: (i) a distribution of shares of Common Stock by SPE Master I on a pro rata basis to its partners, including to RBS; (ii) a distribution of shares of Common Stock by SPE I on a pro rata basis to its partners, including to RBS; and (iii) a distribution of shares of Common Stock by RBS to Mr. Lampert on a pro rata basis.

Item 2. Identity and Background.

Item 2(a)-(b) are hereby amended and restated in their entirety as follows:

“(a) This Schedule 13D is being filed by Partners, SPE I, SPE Master I, RBS, Institutional, RBSIM, CRK LLC, ESL, and Edward S. Lampert by furnishing the information set forth below. Partners, SPE I, SPE Master I, RBS, Institutional, RBSIM, CRK LLC, ESL and Mr. Lampert are collectively defined as the “Reporting Persons.”

Attached as Annex A 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 1170 Kane Concourse, Suite 200, Bay Harbor Islands, Florida 33154.”

Item 5. Interest in Securities of the Issuer.

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

“(a)-(b) Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.


As of the time of filing on June 15, 2015, the Reporting Persons may be deemed to beneficially own the shares of the Common Stock of the Issuer set forth in the table below.

 

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.

     14,242,789  (1)      44.6     6,615,280        0         6,615,280        7,627,509  (1) 

SPE I Partners, LP

     451,566        1.4     451,566        0         451,566        0   

SPE Master I, LP

     581,561        1.8     581,561        0         581,561        0   

RBS Partners, L.P.

     15,275,916  (1)(2)      47.8     7,648,407  (2)      0         7,648,407  (2)      7,627,509  (1) 

ESL Institutional Partners, L.P.

     3,077        0.0     3,077        0         3,077        0   

RBS Investment Management, L.L.C.

     3,077  (3)      0.0     3,077  (3)      0         3,077  (3)      0   

CRK Partners, LLC

     224        0.0     224        0         224        0   

ESL Investments, Inc.

     15,279,217  (1)(4)      47.8     7,651,708  (4)      0         7,651,708  (4)      7,627,509  (1) 

Edward S. Lampert

     15,279,217  (1)(5)      47.8     15,279,217  (1)(5)      0         7,651,708  (5)      7,627,509  (1) 

 

(1) This number includes 7,627,509 shares of Common Stock held by Mr. Lampert. Partners has entered into the Lock-Up Agreement with Mr. Lampert that restricts the purchase and sale of securities owned by Mr. Lampert. Pursuant to the Lock-Up Agreement, Partners may be deemed to have shared dispositive power over, and to indirectly beneficially own, securities beneficially owned by Mr. Lampert. RBS, ESL and Mr. Lampert may also be deemed to have shared dispositive power over, and to indirectly beneficially own, such securities.
(2) This number includes 6,615,280 shares of Common Stock held by Partners, 451,566 shares of Common Stock held by SPE I and 581,561 shares of Common Stock held by SPE Master I. RBS is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, Partners, SPE I and SPE Master I.
(3) This number includes 3,077 shares of Common Stock held by Institutional. RBSIM is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, Institutional.
(4) This number includes 6,615,280 shares of Common Stock held by Partners, 451,566 shares of Common Stock held by SPE I, 581,561 shares of Common Stock held by SPE Master I, 3,077 shares of Common Stock held by Institutional and 224 shares of Common Stock held by CRK LLC. ESL is the general partner of, and may be deemed to indirectly beneficially own securities beneficially owned by, RBS. ESL is the manager of, and may be deemed to indirectly beneficially own securities beneficially owned by, RBSIM. ESL is the sole member of, and may be deemed to indirectly beneficially own securities beneficially owned by, CRK LLC.
(5) This number includes 6,615,280 shares of Common Stock held by Partners, 451,566 shares of Common Stock held by SPE I, 581,561 shares of Common Stock held by SPE Master I, 3,077 shares of Common Stock held by Institutional, and 224 shares of Common Stock held by CRK LLC. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities beneficially owned by, ESL.

(c) Other than as set forth on Annex B hereto, there have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

(d) Not applicable.

(e) Not applicable.”

Item 7. Material to be Filed as Exhibits.

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

“The following exhibits are filed as exhibits hereto:

 

Exhibit

  

Description of Exhibit

99.1    Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed on April 8, 2014).
99.2    Letter Agreement, dated June 2, 2010, by and between ESL Partners, L.P. and Edward S. Lampert (incorporated by reference to Exhibit 99.2 to the Schedule 13D filed on April 8, 2014).”


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: June 16, 2015 ESL PARTNERS, L.P.
By: RBS Partners, L.P., as its general partner
By: ESL Investments, Inc., as its general partner
By:

/s/ Edward S. Lampert

Name: Edward S. Lampert
Title: Chief Executive Officer
SPE I PARTNERS, LP
By: RBS Partners, L.P., as its general partner
By: ESL Investments, Inc., as its general partner
By:

/s/ Edward S. Lampert

Name: Edward S. Lampert
Title: Chief Executive Officer
SPE MASTER I, LP
By: RBS Partners, L.P., as its general partner
By: ESL Investments, Inc., as its general partner
By:

/s/ Edward S. Lampert

Name: Edward S. Lampert
Title: Chief Executive Officer
RBS PARTNERS, L.P.
By: ESL Investments, Inc., as its general partner
By:

/s/ Edward S. Lampert

Name: Edward S. Lampert
Title: Chief Executive 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/ Edward S. Lampert

Name: Edward S. Lampert
Title: Chief Executive Officer


RBS INVESTMENT MANAGEMENT, L.L.C.
By: ESL Investments, Inc., as its manager
By:

/s/ Edward S. Lampert

Name: Edward S. Lampert
Title: Chief Executive Officer
CRK PARTNERS, LLC
By: ESL Investments, Inc., as its sole member
By:

/s/ Edward S. Lampert

Name: Edward S. Lampert
Title: Chief Executive Officer
ESL INVESTMENTS, INC.
By:

/s/ Edward S. Lampert

Name: Edward S. Lampert
Title: Chief Executive Officer
EDWARD S. LAMPERT
By:

/s/ Edward S. Lampert


EXHIBIT INDEX

 

Exhibit

  

Description of Exhibit

99.1    Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed on April 8, 2014).
99.2    Letter Agreement, dated June 2, 2010, by and between ESL Partners, L.P. and Edward S. Lampert (incorporated by reference to Exhibit 99.2 to the Schedule 13D filed on April 8, 2014).


ANNEX A

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 1170 Kane Concourse, Suite 200, Bay Harbor Islands, Florida 33154. 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
Robert Breyer    Chief Compliance Officer    United States
Harold Talisman    Chief Financial Officer    United States


ANNEX B

RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF

LANDS’ END, INC.

 

Entity

   Date of
Transaction
  

Description

of Transaction

   Shares
Acquired
     Shares
Disposed
     Price
Per Share
 

SPE I Partners, LP

   06/15/2015    Pro-Rata Distribution to its Partners         131,938       $ 0   

SPE Master I, LP

   06/15/2015    Pro-Rata Distribution to its Partners         168,857       $ 0   

RBS Partners, L.P.

   06/15/2015    Acquisition from SPE I Partners, LP and SPE Master I, LP as a result of a Pro-Rata Distribution      66,202          $ 0   

RBS Partners, L.P.

   06/15/2015    Pro-Rata Distribution         66,202       $ 0   

Edward S. Lampert

   06/15/2015    Acquisition from RBS Partners, L.P. as a result of a Pro-Rata Distribution      66,202          $ 0