UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

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)

April 4, 2014

(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).

 

 

 

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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   7,564,409
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   14,179,689
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   44.4% (1)
14.		Type of Reporting Person (See Instructions)   PN

 

(1)	Based upon 31,956,521 shares of Common Stock outstanding as of March 25, 2014, as disclosed in the Issuer’s Annual Report on Form 10-K for the fiscal year ended January 31, 2014, that was filed by the Issuer with the Securities and Exchange Commission on March 25, 2014.

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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   583,504
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   583,504
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   583,504
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 March 25, 2014, as disclosed in the Issuer’s Annual Report on Form 10-K for the fiscal year ended January 31, 2014, that was filed by the Issuer with the Securities and Exchange Commission on March 25, 2014.

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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   750,418
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   750,418
				10.		Shared Dispositive Power   0
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   750,418
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   2.3% (1)
14.		Type of Reporting Person (See Instructions)   PN

 

(1)	Based upon 31,956,521 shares of Common Stock outstanding as of March 25, 2014, as disclosed in the Issuer’s Annual Report on Form 10-K for the fiscal year ended January 31, 2014, that was filed by the Issuer with the Securities and Exchange Commission on March 25, 2014.

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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   7,949,202
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   7,949,202
				10.		Shared Dispositive Power   7,564,409
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   15,513,611
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   48.5% (1)
14.		Type of Reporting Person (See Instructions)   PN

 

(1)	Based upon 31,956,521 shares of Common Stock outstanding as of March 25, 2014, as disclosed in the Issuer’s Annual Report on Form 10-K for the fiscal year ended January 31, 2014, that was filed by the Issuer with the Securities and Exchange Commission on March 25, 2014.

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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 March 25, 2014, as disclosed in the Issuer’s Annual Report on Form 10-K for the fiscal year ended January 31, 2014, that was filed by the Issuer with the Securities and Exchange Commission on March 25, 2014.

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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 March 25, 2014, as disclosed in the Issuer’s Annual Report on Form 10-K for the fiscal year ended January 31, 2014, that was filed by the Issuer with the Securities and Exchange Commission on March 25, 2014.

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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 March 25, 2014, as disclosed in the Issuer’s Annual Report on Form 10-K for the fiscal year ended January 31, 2014, that was filed by the Issuer with the Securities and Exchange Commission on March 25, 2014.

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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   7,952,503
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   7,952,503
				10.		Shared Dispositive Power   7,564,409
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   15,516,912
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   48.6% (1)
14.		Type of Reporting Person (See Instructions)   CO

 

(1)	Based upon 31,956,521 shares of Common Stock outstanding as of March 25, 2014, as disclosed in the Issuer’s Annual Report on Form 10-K for the fiscal year ended January 31, 2014, that was filed by the Issuer with the Securities and Exchange Commission on March 25, 2014.

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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   15,516,912
				8.		Shared Voting Power   0
				9.		Sole Dispositive Power   7,952,503
				10.		Shared Dispositive Power   7,564,409
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   15,516,912
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   48.6% (1)
14.		Type of Reporting Person (See Instructions)   IN

 

(1)	Based upon 31,956,521 shares of Common Stock outstanding as of March 25, 2014, as disclosed in the Issuer’s Annual Report on Form 10-K for the fiscal year ended January 31, 2014, that was filed by the Issuer with the Securities and Exchange Commission on March 25, 2014.

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Item 1. Security and the Issuer.

This statement on Schedule 13D (this “Schedule 13D”) relates to shares of common stock, par value $0.01 per share (the “Common Stock”), of Lands’ End, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is located at 1 Lands’ End Lane, Dodgeville, Wisconsin 53595.

Item 2. Identity and Background.

(a) This Schedule 13D is being filed 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. 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, Florida 33154.

(c) The principal business of each of the Reporting Persons is purchasing, holding and selling securities for investment purposes. RBS is the general partner of Partners, SPE I and SPE Master I. RBSIM is the general partner of Institutional. ESL is the general partner of RBS, the sole member of CRK LLC and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of ESL. 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) During the last five years, none of the Reporting Persons have 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 2(e) of Schedule 13D.

(f) Partners, SPE I, SPE Master I, RBS, Institutional, RBSIM, CRK LLC and ESL are organized under the laws of the State of Delaware. Mr. Lampert is a United States citizen.

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

On April 4, 2014 (the “Distribution Date”), in connection with a spin-off by Sears Holdings Corporation (“Sears Holdings”) of the Issuer, Sears Holdings distributed an aggregate of 15,516,912 shares of Common Stock of the Issuer to the Reporting Persons.

Item 4. Purpose of Transaction.

On the Distribution Date, Sears Holdings distributed all of the issued and outstanding shares of the Issuer’s Common Stock on a pro rata basis to each holder of record of its common stock as of 5:30 p.m. Eastern time on March 24, 2014 (the “Record Date”). Sears Holdings distributed shares of the Issuer’s Common Stock on the basis of 0.300795 shares of the Issuer’s Common Stock for each share of Sears Holdings common stock owned by that stockholder as of the Record Date. To the extent that any of the Reporting Persons held shares of Sears Holdings restricted stock that was unvested as of the Record Date, the Reporting Person received cash in lieu of shares of the Issuer’s Common Stock. In addition, the Reporting Persons received cash in lieu of any fractional shares of the Issuer’s Common Stock which they were entitled to receive after application of the distribution ratio.

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The Reporting Persons plan to review their investment in the Issuer on a continuing basis. Depending upon each factor discussed below and each other factor (which may be unknown at this time) that is or may become relevant, the Reporting Persons plan to consider, among other things: (a) the acquisition by the Reporting Persons of additional securities of the Issuer, the disposition of securities of the Issuer or the exercise of convertible securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s certificate of incorporation or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuer’s securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above.

Mr. Lampert previously entered into a letter agreement with Partners (the “Lock-Up Agreement”) that restricts the purchases and sales by Mr. Lampert of certain securities of the Issuer. Pursuant to the Lock-Up Agreement, Mr. Lampert generally is required to sell securities of the Issuer and purchase additional securities of the Issuer on a pro rata basis with the sales and purchases of securities of the Issuer made by Partners, and generally must make such sales and purchases on substantially the same terms and conditions as Partners (subject to certain legal, tax, accounting or regulatory considerations). Mr. Lampert is also restricted from certain sales of securities of the Issuer or purchases of additional securities of the Issuer except in accordance with the Lock-Up Agreement. The foregoing summary of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the Lock-Up Agreement, which is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

Any open market or privately negotiated purchases or sales, acquisition recommendations or proposals or other transactions concerning the Issuer may be made at any time without prior notice. Any alternative may depend upon a variety of factors, including, without limitation, current and anticipated future trading prices of the securities, the financial condition, results of operations and prospects of the Issuer and general industry conditions, the availability, form and terms of financing, other investment and business opportunities, general stock market and economic conditions, tax considerations and other factors. Although the foregoing reflects plans and proposals presently contemplated by each Reporting Person with respect to the Issuer, the foregoing is subject to change at any time and dependent upon contingencies and assumed and speculative conditions, and there can be no assurance that any of the actions set forth above will be taken.

Except to the extent that the foregoing may be deemed to be a plan or proposal, none of the Reporting Persons currently has any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies, or other factors, the Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the Common Stock, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that either of the Reporting Persons will take any of the actions set forth above.

Item 5. Interest in Securities of the Issuer.

(a)-(b) Each Reporting Person declares that neither the filing of this Schedule 13D 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 Schedule 13D.

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 Schedule 13D 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.

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As of April 8, 2014, 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.			14,179,689	(1)			44.4	%			6,615,280				0				6,615,280				7,564,409	(1)
SPE I Partners, LP			583,504				1.8	%			583,504				0				583,504				0
SPE Master I, LP			750,418				2.3	%			750,418				0				750,418				0
RBS Partners, L.P.			15,513,611	(1)(2)			48.5	%			7,949,202	(2)			0				7,949,202	(2)			7,564,409	(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.			15,516,912	(1)(4)			48.6	%			7,952,503	(4)			0				7,952,503	(4)			7,564,409	(1)
Edward S. Lampert			15,516,912	(1)(5)			48.6	%			15,516,912	(1)(5)			0				7,952,503	(5)			7,564,409	(1)

 

(1)

This number includes 7,564,409 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, 583,504 shares of Common Stock held by SPE I and 750,418 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, 583,504 shares of Common Stock held by SPE I, 750,418 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, 583,504 shares of Common Stock held by SPE I, 750,418 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.

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

The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference.

Except as otherwise described herein and in the Joint Filing Agreement attached hereto as Exhibit 99.1, no Reporting Person has any contract, arrangement, understanding or relationship with any person with respect to the Common Stock of the Issuer or any other securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

The following exhibits are filed as exhibits hereto:

 

Exhibit		Description of Exhibit
99.1		Joint Filing Agreement (filed herewith).
99.2		Letter Agreement, dated June 2, 2010, by and between ESL Partners, L.P. and Edward S. Lampert (filed herewith).

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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.

 

Date: April 8, 2014		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

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		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

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EXHIBIT INDEX

 

Exhibit		Description of Exhibit
99.1		Joint Filing Agreement (filed herewith).
99.2		Letter Agreement, dated June 2, 2010, by and between ESL Partners, L.P. and Edward S. Lampert (filed herewith).

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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, 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
G. Michael Mikan		President		United States
Harold Talisman		Chief Financial Officer		United States

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ANNEX B

RECENT TRANSACTIONS BY THE REPORTING PERSONS IN THE SECURITIES OF

LANDS’ END, INC.

 

Entity		Date of Transaction				Description of Transaction		Shares Acquired				Price Per Share
ESL Partners, L.P.			04/04/2014			Distribution			6,615,280			$	0
SPE I Partners, LP			04/04/2014			Distribution			583,504			$	0
SPE Master I, LP			04/04/2014			Distribution			750,418			$	0
ESL Institutional Partners, L.P.			04/04/2014			Distribution			3,077			$	0
CRK Partners, LLC			04/04/2014			Distribution			224			$	0
Edward S. Lampert			04/04/2014			Distribution			7,564,409			$	0

EXHIBIT 99.1

JOINT FILING AGREEMENT

April 8, 2014

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.

 

Date: April 8, 2014		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

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		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 99.2

ESL Partners, L.P.

June 2, 2010

Edward S. Lampert

200 Greenwich Avenue

Greenwich, CT 06830

 

Re:	Lock-Up Agreement

This letter agreement (this “Agreement”) sets out terms and conditions upon which the securities, cash and cash equivalents set forth on the books and records of ESL Partners, L.P. (“ESL Partners”) shall be distributed by ESL Partners to the undersigned no later than July 30, 2010 (any such date of distribution, the “Distribution Date”). The undersigned hereby agrees that, for so long as the undersigned, directly or indirectly, holds the Lock-Up Securities (the “Lockup Period”), the undersigned will not, directly or indirectly, pledge, offer or contract to sell, sell, or otherwise dispose of or transfer any Lock-Up Securities (“Dispose”, and “Disposition” shall have a correlative meaning) or use Cash except pursuant to the terms of this Agreement.

Section 1. Additional Definitions.

“Affiliate” shall mean a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person.

“Cash” shall mean the amount of cash and cash equivalents distributed by ESL Partners to the undersigned on the Distribution Date, as reduced by the expenditure of such cash and cash equivalents pursuant to this Agreement.

“Lock-Up Issuer” shall mean a Person that has issued any Lock-Up Securities.

“Lock-Up Securities” shall mean the securities distributed by ESL Partners to the undersigned on the Distribution Date, together with any additional securities purchased by the undersigned with Cash pursuant to this Agreement.

“Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Purchase” shall mean to offer or contract to purchase, purchase or otherwise acquire for value.

Section 2. Equal Treatment Upon Purchase or Disposition.

(i) In the event that ESL Partners desires to effect any Disposition of Lock-Up Securities to, or Purchase of additional securities from, a Lock-Up Issuer or any other third party, as applicable, (excluding, for the avoidance of doubt, any Affiliate of ESL Partners) in any transaction (a “Disposition/Purchase Transaction”), ESL Partners shall give prior written notice to the undersigned.

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(ii) In any Disposition/Purchase Transaction, subject to the provisions of Section 2(iii), the undersigned and ESL Partners shall Dispose of their respective proportionate share of Lock-Up Securities, or use their respective proportionate share of Cash to Purchase additional securities, including securities of a Lock-Up Issuer, on substantially the same terms and conditions (but in any event at the same price per share and form of consideration), subject to legal, tax, accounting or regulatory considerations; provided that (i) any differences in economic terms and conditions or timing of Disposition/Purchase Transaction resulting from such considerations shall not have an adverse affect on ESL Partners and (ii) prior notice of the Disposition/Purchase Transaction shall be given to the limited partners of ESL Partners to the extent that any Disposition/Purchase Transaction will not be completed by the undersigned at the same time and upon the same terms due to legal, tax, accounting or regulatory consideration, as such transaction is completed by ESL Partners.

(iii) For the avoidance of doubt, and subject to applicable securities laws and regulations, the undersigned may Dispose of any Lock-Up Securities or use Cash in the same manner and on the same terms and conditions to which the undersigned would have been entitled had the Lock-Up Securities or Cash, as applicable, been held directly or indirectly by the undersigned through ESL Partners and then had been distributed, directly or indirectly, to the undersigned pursuant to the terms of the Sixth Amended and Restated Limited Partnership Agreement of ESL Partners, as amended from time to time (the “Partnership Agreement”) (but, for purposes of this Section 2(iii), not incorporating the terms of Amendment No. 4 to the Partnership Agreement), including, without limitation, any required notices thereunder.

Section 3. No Dispositions or Purchases. Except as set forth in Section 2(iii), without the prior written consent of ESL Partners, the undersigned shall not make any Disposition of Lock-Up Securities or use Cash to make any Purchase, whether directly or indirectly. Any Disposition or Purchase, or attempted Disposition or Purchase, in breach of this Agreement shall be void ab initio and of no effect.

Section 4. Use of Cash. Pursuant to the terms of Section 2(ii) and Section 3, and except as set forth in Section 2(iii), the undersigned shall use the Cash received on the Distribution Date to invest in additional securities, including securities of the Lock-Up Issuer, as ESL Partners buys additional securities or, at the discretion of the General Partner of ESL Partners, shall use the Cash to reinvest such proceeds into ESL Partners in the event that any limited partner of ESL Partners seeks to redeem or transfer its limited partnership interests in ESL Partners. Notwithstanding the foregoing, the undersigned may use Cash to pay taxes, if any, resulting from the distribution of Lock-Up Securities and Cash to the undersigned. Any use of Cash in breach of this Agreement shall be void ab initio and of no effect.

Section 5. Amendment. This Agreement may be amended, modified, supplemented or waived from time to time by an instrument in writing signed by the parties hereto. The limited partners of ESL Partners shall receive notice of any amendment to this Agreement.

Section 6. Effective Date. This Agreement shall be effective as of the Distribution Date.

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Received and Acknowledged By:
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 COO