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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Footstar, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

344912-10-0

(Cusip Number)

July 1, 2004

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        x Rule 13d-1 (c)

        o 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 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

 

 

             
13G
CUSIP No. 344912-10-0 Page 2 of 12
  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:
    (a) x  
    (b) o  
  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:
1,483,798
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,483,798
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,999,800
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
9.9%
  12.Type of Reporting Person:
PN

 

             
13G
CUSIP No. 344912-10-0 Page 3 of 12
  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:
    (a) x  
    (b) o  
  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:
9,847
6. Shared Voting Power:
0
7. Sole Dispositive Power:
9,847
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,999,800
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
9.9%
  12.Type of Reporting Person:
PN

 

             
13G
CUSIP No. 344912-10-0 Page 4 of 12
  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:
    (a) x  
    (b) o  
  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:
503,842
6. Shared Voting Power:
0
7. Sole Dispositive Power:
503,842
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,999,800
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
9.9%
  12.Type of Reporting Person:
OO

 

             
13G
CUSIP No. 344912-10-0 Page 5 of 12
  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:
    (a) x  
    (b) o  
  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:
2,313
6. Shared Voting Power:
0
7. Sole Dispositive Power:
2,313
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,999,800
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
9.9%
  12.Type of Reporting Person:
OO

 

             
13G
CUSIP No. 344912-10-0 Page 6 of 12
  1. Name of Reporting Person:
ESL Limited, a Bermuda corporation		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Bermuda
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:
o
  11.Percent of Class Represented by Amount in Row (9):
0%(1)
  12.Type of Reporting Person:
CO
(1)   ESL Limited ceased to be the beneficial owner of any shares of Common Stock as of July 1, 2004 and therefore disclaims beneficial ownership of the shares of Common Stock reported herein.

 

             
13G
CUSIP No. 344912-10-0 Page 7 of 12
  1. Name of Reporting Person:
KP II Partners, L.P., a Delaware limited partnership		 I.R.S. Identification Nos. of above persons (entities only):
86-1069227
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) x  
  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:
o
  11.Percent of Class Represented by Amount in Row (9):
0%(1)
  12.Type of Reporting Person:
PN
(1)   KP II Partners, L.P. ceased to be the beneficial owner of any shares of Common Stock as of July 1, 2004 and therefore disclaims beneficial ownership of the shares of Common Stock reported herein.

 

CUSIP No. 344912-10-0   Page 8 of 12
     
Item 1(a)
  Name of Issuer:
 
    
  Footstar, Inc.
 
    
Item 1(b)
  Address of Issuer’s Principal Executive Offices:
 
    
  1 Crosfield Avenue
  West Nyack, New York 10994
 
    
Item 2(a)
  Names of Persons Filing:
 
    
  ESL Partners, L.P.
  ESL Institutional Partners, L.P.
  ESL Investors, L.L.C.
  ESL Investment Management, LLC
  ESL Limited
  KP II Partners, L.P.
 
    
Item 2(b)
  Addresses of Principal Business Offices:
 
    
  ESL Partners, L.P., ESL Institutional Partners, L.P., ESL Investors, L.L.C., ESL Investment Management, LLC and KP II Partners, L.P.:
  200 Greenwich Avenue
  Greenwich, CT 06830
 
    
  ESL Limited
  129 Front Street
  P.O. Box HM 1916
  Hamilton HM HX, Bermuda
 
    
Item 2(c)
  Citizenship:
 
    
  ESL Partners, L.P. – Delaware
  ESL Institutional Partners, L.P. – Delaware
  ESL Investors, L.L.C. – Delaware
  ESL Investment Management, LLC – Delaware
  ESL Limited – Bermuda
  KP II Partners, L.P. – Delaware
 
    
Item 2(d)
  Title of Class of Securities:
 
    
  Common Stock, par value $0.01 per share
 
    
Item 2(e)
  CUSIP Number:
 
    
  344912-10-0

 

 

CUSIP No. 344912-10-0   Page 9 of 12
             
Item 3   Status of Persons Filing:
 
            
  (a)   o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
  (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f)   o   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  (g)   o   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
  (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i)   o   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)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
            
Item 4   Ownership:
 
            
(a)   Amount Beneficially Owned: 1,999,800 shares of Common Stock, par value $0.01 per share.
 
            
    This statement is filed on behalf of 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 Investment Management, LLC, a Delaware limited liability company (“ESLIM”), ESL Limited, a Bermuda corporation (“Limited”), and KP II Partners, L.P., a Delaware limited partnership (“KPII”). The general partner of ESL is RBS Partners, L.P. (“RBS”). RBS is the manager of Investors. The general partner of RBS is ESL Investments, Inc., a Delaware corporation. ESLIM is the investment manager of Limited and the general partner of KPII. RBS Investment Management, LLC, a Delaware limited liability company, is the general partner of Institutional. In the aforementioned capacities, ESL, Institutional, Investors and ESLIM each may be deemed to be the beneficial owner of the shares of Common Stock reported herein. Limited and KPII ceased to be the beneficial owners of any shares of Common Stock as of July 1, 2004 and therefore expressly disclaim beneficial ownership of the shares of Common Stock reported herein.
 
            
    As of July 1, 2004, (i) ESL was the record owner of 1,483,798 shares of Common Stock, (ii) Institutional was the record owner of 9,847 shares of Common Stock, (iii) Investors was the record owner of 503,842 shares of Common Stock, (iv) ESLIM was the record owner of 2,313 shares of Common Stock, (v) Limited was the record owner of 0 shares of Common Stock and (vi) KPII was the record owner of 0 shares of Common Stock.
 
            
(b)   Percent of Class: 9.9%.

 

 

CUSIP No. 344912-10-0   Page 10 of 12
             
(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:
 
            
    Limited and KPII ceased to be the beneficial owners of any shares of Common Stock as of July 1, 2004 and therefore expressly disclaim beneficial ownership of the shares of Common Stock reported herein.
 
            
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. 344912-10-0   Page 11 of 12

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: July 1, 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 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
 
            
    ESL INVESTMENT MANAGEMENT, LLC
 
            
    By:   /s/ William C. Crowley
       
 
        William C. Crowley
        Member

 

 

CUSIP No. 344912-10-0   Page 12 of 12
             
    ESL LIMITED
 
            
    By:   ESL Investment Management, LLC, its
investment manager
 
            
      By:   /s/ William C. Crowley
         
 
          William C. Crowley
          Member
 
            
    KP II PARTNERS, L.P.
 
            
    By:   ESL Investment Management, LLC, its general partner
 
            
      By:   /s/ William C. Crowley
         
 
          William C. Crowley
          Member

 

 

EXHIBITS

     
Exhibit 1
  Joint Filing Agreement, dated as of July 1, 2004, entered into by and among ESL Partners, L.P., ESL Institutional Partners, L.P., ESL Investors, L.L.C., ESL Investment Management, LLC, ESL Limited and KP II Partners, L.P.