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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D
(Amendment No. 7)*

Under the Securities Exchange Act of 1934

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)

August 3, 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), (f) or (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(b) 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 14
  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
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
49,763,704
8. Shared Voting Power:
0
9. Sole Dispositive Power:
49,763,704
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
75,918,200
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
28.5%(1)
  14.Type of Reporting Person (See Instructions):
PN

(1)   Based on a total of 266,602,330 Shares outstanding as of July 26, 2004, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004.

 

             
CUSIP No. 05329W102 Page 3 of 14
  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
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
342,305
8. Shared Voting Power:
0
9. Sole Dispositive Power:
342,305
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
75,918,200
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
28.5%(1)
  14.Type of Reporting Person (See Instructions):
PN

(1)   Based on a total of 266,602,330 Shares outstanding as of July 26, 2004, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004.

 

             
CUSIP No. 05329W102 Page 4 of 14
  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
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
16,711,177
8. Shared Voting Power:
0
9. Sole Dispositive Power:
16,711,177
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
75,918,200
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
28.5%(1)
  14.Type of Reporting Person (See Instructions):
OO

(1)   Based on a total of 266,602,330 Shares outstanding as of July 26, 2004, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004.

 

             
CUSIP No. 05329W102 Page 5 of 14
  1. Name of Reporting Person:
ESL Investments, Inc., a Delaware corportion		 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
  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:
75,918,200
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
28.5%(1)
  14.Type of Reporting Person (See Instructions):
CO

(1)   Based on a total of 266,602,330 Shares outstanding as of July 26, 2004, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004.

 

             
CUSIP No. 05329W102 Page 6 of 14
  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
  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:
75,918,200
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
28.5%(1)
  14.Type of Reporting Person (See Instructions):
PN

(1)   Based on a total of 266,602,330 Shares outstanding as of July 26, 2004, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004.

 

             
CUSIP No. 05329W102 Page 7 of 14
  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
  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:
75,918,200
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
28.5%(1)
  14.Type of Reporting Person (See Instructions):
OO

(1)   Based on a total of 266,602,330 Shares outstanding as of July 26, 2004, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004.

 

             
CUSIP No. 05329W102 Page 8 of 14
  1. Name of Reporting Person:
ESL Investment Management, 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):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
95,673
8. Shared Voting Power:
0
9. Sole Dispositive Power:
95,673
10.Shared Dispositive Power:
0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
75,918,200
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
28.5%(1)
  14.Type of Reporting Person (See Instructions):
OO

(1)   Based on a total of 266,602,330 Shares outstanding as of July 26, 2004, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004.

 

             
CUSIP No. 05329W102 Page 9 of 14
  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
  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:
75,918,200
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
28.5%(1)
  14.Type of Reporting Person (See Instructions):
IN

(1)   Based on a total of 266,602,330 Shares outstanding as of July 26, 2004, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004.

 

             
CUSIP No. 05329W102 Page 10 of 14
  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
  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:
75,918,200
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
28.5%(1)
  14.Type of Reporting Person (See Instructions):
IN

(1)   Based on a total of 266,602,330 Shares outstanding as of July 26, 2004, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004.

 

     This Amendment No. 7 to Schedule 13D (this “Amendment”) amends and supplements certain Items of the Schedule 13D, as amended, filed by ESL Partners, L.P., a Delaware limited partnership (“ESL”), ESL Institutional Partners, L.P., a Delaware limited partnership (“Institutional”), ESL Investors, L.L.C., a Delaware limited liability company (“Investors”), ESL Investments, Inc., a Delaware corporation (“Investments”), CBL Partners, L.P., a Delaware limited partnership (“CBL”), Tynan, LLC, a Delaware limited liability company (“Tynan”), ESL Investment Management, LLC, a Delaware limited liability company (“ESLIM”), Edward S. Lampert and William C. Crowley, both U.S. citizens, by furnishing the information set forth below. ESL, Institutional, Investors, Investments, CBL, Tynan, ESLIM, Mr. Lampert and Mr. Crowley 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 3. Source and Amount of Funds or Other Consideration.

     Item 3 is hereby supplemented as follows:

     On July 27, 2004, ESL purchased 192,800 Shares in open market transactions for aggregate consideration of approximately $2,986,935 using working capital. On July 28, 2004, ESL purchased 497,142 Shares in open market transactions for aggregate consideration of approximately $7,747,212 using working capital, and Investors purchased 29,958 Shares in open market transactions for aggregate consideration of approximately $466,850 using working capital.

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 75,918,200 Shares (which represents approximately 28.5% of the Shares outstanding on July 26, 2004, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).

                                 
    Sole   Shared   Sole   Shared
    Voting   Voting   Dispositive   Dispositive
(b)   Power
   Power
   Power
   Power
ESL Partners, L.P.
     49,763,704       0       49,763,704       0  
ESL Institutional Partners, L.P.
     342,305       0       342,305       0  
ESL Investors, L.L.C.
     16,711,177       0       16,711,177       0  
ESL Investments, Inc.
     182,235       0       182,235       0  
CBL Partners, L.P.
     8,819,389       0       8,819,389       0  
Tynan, LLC
     3,717       0       3,717       0  
ESL Investment Management, LLC
     95,673       0       95,673       0  
Edward S. Lampert
     0       0       0       0  
William C. Crowley
     0       0       0       0  

     (c) Except as set forth herein, there have been no transactions in the Shares by any of the Filing Persons since the most recent filing of Schedule 13D.

     (d) Not applicable.

     (e) Not applicable.

Page 11 of 14

 

 

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

     Item 6 is hereby supplemented as follows:

     ESL and the Issuer have an understanding pursuant to which, to the extent that ESL and the Issuer express an interest in purchasing Shares from third parties from time to time, each would refrain from purchasing Shares from third parties on certain days determined in advance, in order to ensure that both the Issuer and ESL are not purchasing Shares on the same day. ESL may notify the Issuer if ESL decides not to purchase Shares on any particular day. There can be no assurance that ESL will purchase Shares or, if it purchases Shares, that it will continue to do so.

Page 12 of 14

 

 

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.

Date: August 4, 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 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
 
            
  CBL PARTNERS, L.P.
 
            
  By:   ESL Investments, Inc., its general partner
 
            
      By:   /s/ William C. Crowley
         
 
          William C. Crowley
          President and Chief Operating Officer
 
            
  TYNAN, LLC
 
            
  By:   /s/ William C. Crowley
     
 
      William C. Crowley
      Member

Page 13 of 14

 

 

         
  ESL INVESTMENT MANAGEMENT, LLC
 
        
  By:   /s/ William C. Crowley
     
 
      William C. Crowley
      Member
 
        
  /s/ Edward S. Lampert
 
 
  EDWARD S. LAMPERT
 
        
  /s/ William C. Crowley
 
 
  WILLIAM C. CROWLEY

Page 14 of 14

 

 

EXHIBITS

     
Exhibit 1
  Joint Filing Agreement, dated as of July 1, 2004, by and among ESL Partners, L.P., ESL Institutional Partners, L.P., ESL Investors, L.L.C., ESL Investments, Inc., CBL Partners, L.P., Tynan, LLC, ESL Investment Management, LLC, ESL Limited, KP I Partners, L.P., KP II Partners, L.P., Edward S. Lampert and William C. Crowley (incorporated by reference from Amendment No. 6 to Schedule 13D filed with the Securities and Exchange Commission on July 6, 2004).