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): November 16, 2004
KMART HOLDING CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-50278 32-0073116
---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3100 West Big Beaver Road, Troy, Michigan 48084
--------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 463-1000
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):
[X] 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 240.13.e-4(c)
ITEM 8.01 OTHER EVENTS.
On November 16, 2004, Kmart Holding Corporation (the "Company") and
Sears, Roebuck and Co. ("Sears") entered into an Agreement and Plan of Merger
(the "Merger Agreement"), pursuant to which the Company and Sears have agreed to
effect a business combination transaction whereby (i) the Company and Sears
would become wholly-owned subsidiaries of a newly organized Delaware corporation
("Holdco") to be named "Sears Holdings Corporation" and (ii) stockholders of the
Company and Sears would become stockholders of Holdco. Consummation of the
transaction is subject to various conditions, including the approval of the
stockholders of the Company and Sears.
A copy of the joint press release of the Company and Sears announcing
the execution of the Merger Agreement is included herein as Exhibit 99.1. The
joint press release is incorporated herein by reference and the foregoing
description of such transaction is qualified in its entirety by reference to
such press release.
The information required by Item 1.01 will be filed in a separate
Current Report on Form 8-K.
Stockholders are urged to read the joint proxy statement/prospectus
regarding the proposed transaction when it becomes available, because it will
contain important information. Stockholders will be able to obtain a free copy
of the joint proxy statement/prospectus, as well as other filings containing
information about the Company and Sears, without charge, at the SEC's Internet
site (http://www.sec.gov). Copies of the joint proxy statement/prospectus and
the SEC filings that will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained, without charge, by directing a
request to the Company or Sears. Information regarding the participants in the
proxy solicitation and a description of their direct and indirect interest, by
security holdings or otherwise, is contained in the materials filed with the SEC
by the Company on April 8, 2004 and by Sears on April 30, 2004.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release, dated November 17, 2004.
SIGNATURES
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 hereunto duly authorized.
KMART HOLDING CORPORATION
Date: November 17, 2004
By: /s/ James F. Gooch
--------------------------------
Name: James F. Gooch
Title: Vice President, Controller
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release, dated November 17, 2004.