UNITED STATES
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
Date of Report (Date of earliest event reported): December 22, 2004
SEARS, ROEBUCK AND CO.
(Exact name of registrant as specified in charter)
New York 1-416 36-1750680
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
3333 Beverly Road 60179
Hoffman Estates, Illinois (Zip code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (847) 286-2500
(Former name or former address, if changed since last report): Not Applicable
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 240.13e-4(c))
Item 8.01 Other Events
On December 22, 2004, Sears, Roebuck and Co. and Kmart Holding
Corporation jointly issued a press release announcing the withdrawal and
refiling of their Hart-Scott Rodino Notification and Report Forms with the
Federal Trade Commission. A copy of the joint press release is attached as
Exhibit 99.1 and is incorporated herein by reference.
Sears Holdings Corporation has filed a Registration Statement on Form
S-4 with the SEC (Registration No. 333-120954) containing a preliminary joint
proxy statement-prospectus regarding the proposed transaction. Stockholders are
urged to read the definitive 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
definitive joint proxy statement-prospectus, as well as other filings containing
information about Sears Holdings Corporation, Sears and Kmart, without charge,
at the SEC's Internet site (http://www.sec.gov). Copies of the definitive joint
proxy statement-prospectus and the SEC filings that will be incorporated by
reference in the definitive joint proxy statement-prospectus can also be
obtained, without charge, by directing a request to Sears, Roebuck and Co., 3333
Beverly Road, Hoffman Estates, Illinois, 60179, Attention: Office of the
Secretary, or to Kmart Holding Corporation, 3100 West Big Beaver Road, Troy,
Michigan, 48084, Attention: Office of the Secretary. Information regarding Sears
Holdings' proposed directors and executive officers, Sears' and Kmart's
directors and executive officers and other participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, is available in the preliminary joint proxy
statement-prospectus contained in the above-referenced Registration Statement on
Form S-4.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
99.1 Press Release issued on December 22, 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.
SEARS, ROEBUCK AND CO.
Date: December 22, 2004
By: /s/ Andrea L. Zopp
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Name: Andrea L. Zopp
Title: Senior Vice President and
General Counsel
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release issued on December 22, 2004.