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 30, 2004 KMART HOLDING CORPORATION -------------------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE 000-50278 32-0073116 -------- --------- ---------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 3100 WEST BIG BEAVER ROAD, TROY, MICHIGAN 48084 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (248) 463-1000 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 9. REGULATION FD DISCLOSURE On June 30, 2004, Kmart Holding Corporation (the "Company") issued a press release announcing that its subsidiary, Kmart Corporation, has signed a definitive agreement to sell up to 54 stores to Sears, Roebuck and Co. and announcing that the Company's Board of Directors has increased the Company's existing share repurchase authorization to $100 million. The Company is furnishing this 8-K pursuant to Item 9, "Regulation FD Disclosure". 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: June 30, 2004 KMART HOLDING CORPORATION By: /s/ Richard J. Noechel -------------------------------- Name: Richard J. Noechel Title: Vice President and Controller EXHIBIT INDEX EXHIBIT NO. DOCUMENT DESCRIPTION 99.1 Press Release, dated June 30, 2004, issued by Kmart Holding Corporation