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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):
FEBRUARY 22, 2005
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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)
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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 22, 2005, Kmart Corporation ("Kmart"), a wholly-owned
subsidiary of Kmart Holding Corporation (the "Company") and Sears Holdings
Corporation, a wholly-owned subsidiary of the Company ("Sears Holdings"),
entered into a Five-Year Credit Agreement (the "Credit Agreement") with Sears
Roebuck Acceptance Corp. ("SRAC"), the Initial Lenders (as defined in the Credit
Agreement) party thereto, the agents and arrangers named in the Credit
Agreement, and JPMorgan Chase Bank, N.A., as administrative agent (the "Agent").
The Credit Agreement provides Kmart and SRAC, the borrowers thereunder, with a
$4 billion revolving credit facility, which is available for general corporate
purposes and includes a $1.5 billion letter of credit sublimit. The facility is
to be guaranteed by and/or secured by the inventory and credit card accounts
receivable of the Company, Sears, Roebuck and Co. ("Sears"), Sears Holdings and
certain of their domestic subsidiaries (collectively, the "Loan Parties"),
subject to collateral release provisions contingent upon the consolidated
performance of Sears Holdings. The effectiveness of the Credit Agreement is
contingent upon, among other things, the consummation of the Agreement and Plan
of Merger, dated as of November 16, 2004, by and among the Company, Sears, Sears
Holdings, Kmart Acquisition Corp. and Sears Acquisition Corp., and the entry
into a Guarantee and Collateral Agreement in favor of the Agent by the Loan
Parties. A copy of the Credit Agreement is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Five-Year Credit Agreement, dated as of February 22, 2005, among
Sears Holdings Corporation, and Sears Roebuck Acceptance Corp. and Kmart
Corporation as borrowers, and the banks, financial institutions and other
institutional lenders (the "Initial Lenders") listed on the signature pages
thereof, Citicorp USA, Inc. and Bank of America, N.A. as syndication agents,
Barclays Bank PLC, Lehman Commercial Paper Inc., HSBC Bank USA, Merrill Lynch
Bank USA, Morgan Stanley Bank, The Royal Bank of Scotland, PLC and Wachovia Bank
National Association as documentation agents and J.P. Morgan Securities Inc.,
Citigroup Global Markets Inc. and Banc of America Securities LLC as lead
arrangers and joint bookrunners, and JPMorgan Chase Bank, N.A., as
administrative agent for the Initial Lenders.
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: February 25, 2005
KMART HOLDING CORPORATION
By: /s/ James F. Gooch
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Name: James F. Gooch
Title: Vice President, Controller
EXHIBIT INDEX
99.1 Five-Year Credit Agreement, dated as of February 22, 2005, among Sears
Holdings Corporation, and Sears Roebuck Acceptance Corp. and Kmart Corporation
as borrowers, and the banks, financial institutions and other institutional
lenders (the "Initial Lenders") listed on the signature pages thereof, Citicorp
USA, Inc. and Bank of America, N.A. as syndication agents, Barclays Bank PLC,
Lehman Commercial Paper Inc., HSBC Bank USA, Merrill Lynch Bank USA, Morgan
Stanley Bank, The Royal Bank of Scotland, PLC and Wachovia Bank National
Association as documentation agents and J.P. Morgan Securities Inc., Citigroup
Global Markets Inc. and Banc of America Securities LLC as lead arrangers and
joint bookrunners, and JPMorgan Chase Bank, N.A., as administrative agent for
the Initial Lenders.