UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2005
SEARS HOLDINGS CORPORATION
(Exact name of registrant as specified in charter)
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| Delaware | | 000-51217 | | 20-1920798 |
| (State or Other Jurisdiction | | (Commission File Number) | | (IRS Employer |
| of Incorporation) | | | | Identification No.) |
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| 3333 Beverly Road | | |
| Hoffman Estates, Illinois | 60179 |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (847) 286-2500
(Former name or former address, if changed since last report): Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Section 2 - | | Financial Information |
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| Item 2.02. | | Results of Operations and Financial Condition. |
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| | On June 7, 2005, the Registrant issued a press release regarding its first quarter 2005 earnings. The press release is attached hereto as Exhibit 99.1. |
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| Section 7 - | | Regulation FD |
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| Item 7.01 | | Regulation FD Disclosure. |
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| | On June 7, 2005 the Chairman of the Registrant issued a letter to shareholders. The letter will be available on the Registrant’s website, www.searsholdings.com, and is attached hereto as Exhibit 99.2. |
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| Section 9 - | | Financial Statements and Exhibits |
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| Item 9.01 | | Financial Statements and Exhibits. |
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| | (c) Exhibits |
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| | Exhibit 99.1 – Press release dated June 7, 2005, furnished pursuant to Item 2.02. |
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| | Exhibit 99.2 – Letter from the Chairman dated June 7, 2005, furnished pursuant to Item 7.01. |
SIGNATURES
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| Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. |
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| | SEARS HOLDINGS CORPORATION
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| | By: | /s/ William K. Phelan | |
| | | William K. Phelan | |
| | | Vice President and Controller | |
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Date: June 7, 2005
Exhibit Index
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| 99.1 | | Press release dated June 7, 2005. |
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| 99.2 | | Letter from the Chairman dated June 7, 2005. |
