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):
OCTOBER 7, 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)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01. AMENDMENT OF A MATERIAL DEFINITIVE AGREEMENT.
On October 7, 2004, we amended and restated our Credit Agreement, dated
as of May 6, 2003, among Kmart Corporation, as Borrower, the other Credit
Parties signatory thereto, as Credit Parties, the Lenders signatory thereto,
from time to time, as Lenders, and General Electric Capital Corporation, as
Administrative Agent, Co-Collateral Agent and Lender, GECC Capital Markets
Group, Inc., as Co-Lead Arranger and Co-Book Runner, Fleet Retail Finance Inc.,
as Co-Syndication Agent, Co-Collateral Agent and Lender, Fleet Securities, Inc.,
as Co-Lead Arranger and Co-Book Runner, Bank of America, N.A., as Co-Syndication
Agent and Lender, Banc of America Securities LLC, as Co-Lead Arranger and
Co-Book Runner, GMAC Commercial Finance LLC, as Co-Documentation Agent and
Foothill Capital Corporation, as Co-Documentation Agent, as amended and restated
(the "Amended Credit Agreement"). The primary purpose of the amendment is to
remove the $200 million synthetic term loan portion of the facility. As a
result, the facility costs that Kmart is required to pay will be reduced. The
Amended Credit Agreement is effective as of October 7, 2004.
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 11, 2004
KMART HOLDING CORPORATION
By: /s/ James F. Gooch
------------------------------
Name: James F. Gooch
Title: Vice President, Controller