UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(AMENDMENT NO. 1)
Under the Securities Exchange Act of 1934*
Sears Roebuck & Co.
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(Name of Issuer)
Common Stock, par value $0.75 per share
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(Title of Class of Securities)
812387-10-8
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(CUSIP Number)
December 31, 2002
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed: [ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the
disclosures provided in a prior cover page.
The information required in 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).
Person Authorized to Receive Notices and Communications:
Janice V. Sharry, Esq.
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5562
SCHEDULE 13G
CUSIP No. 812387-10-8 Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ESL Partners, L.P., a Delaware limited partnership
22-2875193
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 17,127,875
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING
PERSON 0
WITH 7 SOLE DISPOSITIVE POWER
17,127,875
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,059,500
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9%
12 TYPE OF REPORTING PERSON
PN
CUSIP No. 812387-10-8 Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ESL Limited, a Bermuda corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OR ORGANIZATION
Bermuda
5 SOLE VOTING POWER
NUMBER OF 3,740,413
SHARES
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0
PERSON
WITH 7 SOLE DISPOSITIVE POWER
3,740,413
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,059,500
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 812387-10-8 Page 4 of 9 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ESL Institutional Partners, L.P., a Delaware limited partnership
06-1456821
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 583,518
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0
PERSON
WITH 7 SOLE DISPOSITIVE POWER
583,518
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,059,500
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9%
12 TYPE OF REPORTING PERSON
PN
CUSIP No. 812387-10-8 Page 5 of 9 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ESL Investors, L.L.C., a Delaware limited liability company
13-4095958
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF
SHARES 6,607,694
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0
PERSON
WITH 7 SOLE DISPOSITIVE POWER
6,607,694
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,059,500
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9%
12 TYPE OF REPORTING PERSON
OO
CUSIP No. 812387-10-8 Page 6 of 9 Pages
Item 1(a) Name of Issuer:
Sears Roebuck & Co.
Item 1(b) Address of Issuer's Principal Executive Offices:
3333 Beverly Road
Hoffman Estates, IL 60179
Item 2(a) Names of Persons Filing:
ESL Partners, L.P.
ESL Limited
ESL Institutional Partners, L.P.
ESL Investors, L.L.C.
Item 2(b) Addresses of Principal Business Offices:
ESL Partners, L.P., ESL Institutional Partners, L.P., and ESL
Investors, L.L.C.:
One Lafayette Place
Greenwich, CT 06830
ESL Limited
Hemisphere House
9 Church Street
Hamilton, Bermuda
Item 2(c) Citizenship:
ESL Partners, L.P. -- Delaware
ESL Limited -- Bermuda
ESL Institutional Partners, L.P. -- Delaware
ESL Investors, L.L.C. -- Delaware
Item 2(d) Title of Class of Securities:
Common Stock, par value $0.75 per share
Item 2(e) CUSIP Number:
812387-10-8
CUSIP No. 812387-10-8 Page 7 of 9 Pages
Item 3 Status of Persons Filing:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C.
80a-8);
(e) [ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F); (
(g) [ ] A parent holding company or control person in
accordance with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
(j) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(J).
Item 4 Ownership:
(a) Amount Beneficially Owned: 28,059,500 shares of Common
Stock, par value $0.75 per share.
This statement is filed on behalf of a group consisting
of 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"), and ESL
Investors, L.L.C., a Delaware limited liability company
("Investors") sometimes referred to collectively as the
"ESL Reporting Group." The general partner of ESL is
RBS Partners, L.P. (the "General Partner"). The general
partner of the General Partner of ESL is ESL
Investments, Inc., a Delaware corporation. ESL
Investment Management, LLC, a Delaware limited
liability company ("ESLIM"), is the investment manager
of Limited. RBS Investment Management, LLC, a Delaware
limited liability company ("RBSIM") is the general
partner of Institutional. RBS Partners, L.P. is the
manager of Investors. In the aforementioned capacities,
ESL, Limited, Institutional, and Investors each may be
deemed to be the beneficial owner of the shares of
Sears Roebuck & Co. common stock beneficially owned by
the other members of the group.
As of December 31, 2002: (i) ESL was the record owner
of 17,127,875 shares of common stock of Sears Roebuck &
Co.; (ii) Limited was the record owner of 3,740,413
shares of common stock of Sears Roebuck & Co.; (iii)
Institutional was the record owner of 583,518 shares of
common stock of Sears Roebuck & Co.; and (iv) Investors
was the record owner of 6,607,694 shares of common
stock of Sears Roebuck & Co.
CUSIP No. 812387-10-8 Page 8 of 9 Pages
(b) Percent of Class: 8.9%.
(c) Number of shares as to which each person has:
(i) sole power to vote or to direct the vote:
See Item 5 of each cover page.
(ii) shared power to vote or to direct the vote: 0.
(iii) sole power to dispose or to direct the
disposition of:
See Item 7 of each cover page.
(iv) shared power to dispose or to direct the
disposition of: 0.
Item 5 Ownership of 5% or Less of a Class:
Not applicable.
Item 6 Ownership of More than 5% on Behalf of Another Person:
Not applicable.
Item 7 Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on By the Parent Holding
Company:
Not applicable
Item 8 Identification and Classification of Members of the Group:
See Item 4(a).
Item 9 Notice of Dissolution of Group:
Not applicable
Item 10 Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
CUSIP No. 812387-10-8 Page 9 of 9 Pages
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: February 14, 2003
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 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
EXHIBITS
Exhibit 1 Joint Filing Agreement, dated as of October 28, 2002, entered
into by and among ESL Partners, L.P., ESL Limited, ESL
Institutional Partners, L.P., and ESL Investors, L.L.C.
(incorporated herein by reference to Exhibit 1 to Schedule 13G,
filed on October 28, 2002).