UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

OSH 1 Liquidating Corporation

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

685691404

(CUSIP Number)

December 31, 2013

(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)

¨ Rule 13d-1(c)

x 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, as amended (“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).

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

Janice V. Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219-7673

(214) 651-5000

 

 

 

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CUSIP No. 685691404

 

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.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   0
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   0
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
11.		Percent of Class Represented by Amount in Row (9)   0.0%
12.		Type of Reporting Person (See Instructions)   PN

 

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CUSIP No. 685691404

 

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.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   0
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   0
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
11.		Percent of Class Represented by Amount in Row (9)   0.0%
12.		Type of Reporting Person (See Instructions)   PN

 

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CUSIP No. 685691404

 

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.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   0
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   0
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
11.		Percent of Class Represented by Amount in Row (9)   0.0%
12.		Type of Reporting Person (See Instructions)   CO

 

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CUSIP No. 685691404

 

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.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   0
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   0
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
11.		Percent of Class Represented by Amount in Row (9)   0.0%
12.		Type of Reporting Person (See Instructions)   OO

 

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CUSIP No. 685691404

 

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.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   0
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   0
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
11.		Percent of Class Represented by Amount in Row (9)   0.0%
12.		Type of Reporting Person (See Instructions)   PN

 

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CUSIP No. 685691404

 

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.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   0
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   0
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
11.		Percent of Class Represented by Amount in Row (9)   0.0%
12.		Type of Reporting Person (See Instructions)   OO

 

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CUSIP No. 685691404

 

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.		Citizenship or Place of Organization   United States
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   0
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   0
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   0
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
11.		Percent of Class Represented by Amount in Row (9)   0.0%
12.		Type of Reporting Person (See Instructions)   IN

 

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Item 1.

 

(a)

Name of Issuer

OSH 1 Liquidating Corporation (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices

6450 Via Del Oro, San Jose, California 95119

 

Item 2.

 

(a)

Name of Person Filing

This statement is being filed by and on behalf of ESL Partners, L.P. (“Partners”), ESL Institutional Partners, L.P. (“Institutional”), ESL Investments, Inc. (“Investments”), CRK Partners, LLC (“CRK”), RBS Partners, L.P. (“RBS”), RBS Investment Management, L.L.C. (“RBSIM”) and Edward S. Lampert. RBS is the general partner of, and may be deemed to indirectly beneficially own securities owned by, Partners. RBSIM is the general partner of, and may be deemed to indirectly beneficially own securities owned by, Institutional. Investments is the general partner of RBS, the sole member of CRK and the manager of RBSIM. Investments may be deemed to indirectly beneficially own securities owned by RBS, CRK and RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to indirectly beneficially own securities owned by, Investments. Partners, Institutional, Investments, CRK, RBS, RBSIM and Mr. Lampert are collectively defined as the “Reporting Persons.”

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 Sections 13(d) or 13(g) of the Act, 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 together 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 group with respect to the Issuer or any securities of the Issuer.

 

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal business office of each of the Reporting Persons is 1170 Kane Concourse, Suite 200, Bay Harbor, Florida 33154.

 

(c)

Citizenship

See Item 4 on the cover page(s) hereto.

 

(d)

Title of Class of Securities

Class A Common Stock, par value $0.01 per share

 

(e)

CUSIP Number

685691404

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Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

 

(a)  ¨

A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

 

(b)  ¨

A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)  ¨

An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)  ¨

An 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 §240.13d-1(b)(1)(ii)(E);

 

(f)  ¨

An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);

 

(g)  ¨

A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G);

 

(h)  ¨

A savings associations 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)  ¨

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 

(k)  ¨

A group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                     

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned: See Item 9 on the cover page(s) hereto.

 

(b)

Percent of class: See Item 11 on the cover page(s) hereto.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.

 

(ii)

Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.

 

(iii)

Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.

 

(iv)

Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.

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Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

 

Item 6.

Ownership of More than Five Percent 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 or Control Person.

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

See Item 2(a).

 

Item 9.

Notice of Dissolution of Group

Not Applicable.

 

Item 10.

Certifications

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 other than activities solely in connection with a nomination under § 240.14a-11.

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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: February 14, 2014

 

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EXHIBIT INDEX

 

Exhibit		Description of Exhibit
99.1		Joint Filing Agreement (furnished herewith).