SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported):
OCTOBER 9, 2003
KMART HOLDING CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-50278 32-0073116
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
3100 WEST BIG BEAVER ROAD, TROY, MICHIGAN 48084
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(Address of Principal Executive Offices) (Zip Code)
(248) 463-1000
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous Independent Accountant.
On October 9, 2003, Kmart Holding Corporation notified
PricewaterhouseCoopers LLP of its dismissal as the independent auditors
for the Company.
The most recent reports of PricewaterhouseCoopers LLP for Kmart
Corporation's (Predecessor Company) consolidated financial periods for
each of the two fiscal years ended January 29, 2003 and January 30,
2002, and for the period from January 30, 2003 to April 30, 2003 and
the report of PricewaterhouseCoopers LLP on the consolidated balance
sheet of Kmart Holding Corporation (Successor Company) at April 30,
2003, contained no adverse opinion or disclaimer of opinion and were
not modified as to uncertainty, audit scope or accounting principle
except as follows:
(1) For each of the two fiscal years ended January
29, 2003 and January 30, 2002, the auditor's reports included an
explanatory paragraph with respect to Kmart's ability to continue as a
going concern.
(2) The report on the consolidated balance sheet at
April 30, 2003 and the report on the consolidated financial statements
for the period from January 30, 2003 to April 30, 2003 included an
explanatory paragraph disclosing that the United States Bankruptcy
Court for the State of Illinois confirmed the Company's Amended Joint
Plan of Reorganization on April 23, 2003. The plan was substantially
consummated on April 23, 2003 and the Company emerged from bankruptcy
on May 6, 2003, at which time the Predecessor Company became a
wholly-owned subsidiary of Kmart Management Corporation, which is a
newly-formed, wholly-owned subsidiary of a newly-created holding
company, Kmart Holding Corporation.
During the two most recent fiscal years ended January 29, 2003 and
January 30, 2002, and through October 9, 2003, there have been no
disagreements with PricewaterhouseCoopers LLP on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to
the satisfaction of PricewaterhouseCoopers LLP, would have caused them
to make reference to the subject matter of the disagreement in
connection with their reports on the financial statements for such
periods.
During the two most recent fiscal years ended January 29, 2003 and
January 30, 2002, and through October 9, 2003, there have been no
reportable events (as defined in Regulation S-K, Item 304(a)(1)(v))
except that: In connection with its audit of the Predecessor Company's
financial statements for the year ended January 29, 2003,
PricewaterhouseCoopers LLP communicated to the Audit Committee the
existence of a reportable condition based on its audit observations in
the Company's real estate accounting area, specifically stating that
procedures related to account reconciliation and monitoring activities
should be enhanced. Kmart had previously identified these items, and
financial statement errors stemming from this discovery were
appropriately corrected in the Predecessor Company's First Amended Form
10K/A for the fiscal year ended January 30, 2002, which reflected an
accounting restatement for the cumulative impact of certain accounting
errors.
The Successor Company has implemented corrective actions to eliminate
or reduce to an acceptable level the financial reporting risks
associated with the condition noted. PricewaterhouseCoopers LLP is not
in a position to comment on the adequacy of these corrective actions.
PricewaterhouseCoopers LLP has furnished the Company with a letter
addressed to the Securities and Exchange Commission stating that it
agrees with the above statements. A copy of such letter dated October
9, 2003 is filed as Exhibit 16 to this Form 8-K.
(b) New Independent Accountant.
The Company has engaged BDO Seidman, LLP (BDO) as its independent
auditors effective as of October 8, 2003. During the two most recent
fiscal years ended January 29, 2003 and January 30, 2002, and through
October 8, 2003, the Company has not consulted with BDO regarding
either: (i) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion
that might be rendered on the Company's consolidated financial
statements; or (ii) any matter that was either the subject of a
disagreement (as that term is defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to that Item) or a
reportable event (as that term is defined in Item 304(a)(1)(v) of
Regulation S-K).
The change in accountants referenced herein was approved by the
Company's independent Audit Committee on October 8, 2003.
BDO is expected to audit the Company's consolidated financial
statements for the nine-month period ending January 28, 2004.
The Company requested BDO review this Form 8-K and provided BDO with
the opportunity to furnish the Company with a letter addressed to the
SEC containing any new information, clarification of the Company's
expression of its views, or the respects in which it does not agree
with the statements made by the Company. BDO has advised the Company
that it has reviewed this filing and has no basis on which to submit a
letter addressed to the SEC in response to item 304 of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
16 Letter dated October 9, 2003 from
PricewaterhouseCoopers LLP to the Securities
and Exchange Commission
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: October 16, 2003
KMART HOLDING CORPORATION
By: /s/ Richard J. Noechel
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Name: Richard J. Noechel
Title: Vice President and Controller
INDEX TO EXHIBITS
Exhibit No. Description
16 Letter dated October 9, 2003 from
PricewaterhouseCoopers LLP to the Securities
and Exchange Commission.