Filed by Sears, Roebuck and Co.
Pursuant to Rule 425 under the Securities
Act of 1933 and deemed filed pursuant to
Rule 14a-6 under the Securities Exchange Act
of 1934
Subject Company:
Sears Holdings Corporation
(Registration No. 333-120954)
This filing contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements include,
but are not limited to, statements about the benefits of the business
combination transaction involving Sears Holdings Corporation, Sears, Roebuck and
Co. and Kmart Holding Corporation, including future financial and operating
results, the combined company's plans, objectives, expectations and intentions
and other statements that are not historical facts. Such statements are based
upon the current beliefs and expectations of Sears' and Kmart's management and
are subject to significant risks and uncertainties. Actual results may differ
from those set forth in the forward-looking statements.
The following factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements: the ability to
obtain governmental approvals of the transaction on the proposed terms and
schedule; the failure of Sears and Kmart stockholders to approve the
transaction; the risk that the businesses will not be integrated successfully;
failure to quickly realize synergies and cost-savings from the transaction as a
result of technical, logistical, competitive and other factors; disruption from
the transaction making it more difficult to maintain relationships with clients,
employees or suppliers; competitive conditions in retail and related services
industries; changes in consumer confidence, tastes, preferences and spending;
the availability and level of consumer debt; anticipated cash flow and the
ability of Sears Holdings to maintain sufficient operating cash flow and
liquidity; the successful execution of, and customer response to, strategic
initiatives, including the full-line store strategy and the conversion and
integration of the Kmart stores and other new store locations; the pace of
growth in store locations, which may be higher or lower than anticipated; the
possibility that new business and strategic options for one or more business
segments will be identified, potentially including selective acquisitions,
dispositions, restructurings, joint ventures and partnerships; trade
restrictions, tariffs, and other factors potentially affecting the ability to
find qualified vendors and access products in an efficient manner; the ability
to successfully implement initiatives to improve inventory management
capabilities; anticipated cash flow; changes in interest rates; the outcome of
pending legal proceedings and bankruptcy claims; social and political conditions
such as war, political unrest and terrorism or natural disasters; the
possibility of negative investment returns in any pension plans; volatility in
financial markets; changes in debt ratings, credit spreads and cost of funds;
the possibility of interruptions in systematically accessing the public debt
markets; the impact of seasonal buying patterns, which are difficult to forecast
with certainty; and general economic conditions and normal business uncertainty.
These forward-
looking statements speak only as of the time first made, and no undertaking has
been made to update or revise them as more information becomes available.
Additional factors that could cause Sears' and Kmart's results to differ
materially from those described in the forward-looking statements can be found
in the 2003 Annual Reports on Forms 10-K of Sears and Kmart filed with the SEC
and available at the SEC's Internet site (http://www.sec.gov).
Sears Holdings Corporation has filed a Registration Statement on Form
S-4 with the SEC (Registration No. 333-120954) containing the definitive joint
proxy statement-prospectus regarding the proposed transaction. Stockholders are
urged to read the definitive joint proxy statement-prospectus regarding the
proposed transaction, because it contains important information. Stockholders
may obtain a free copy of the definitive joint proxy statement-prospectus, as
well as other filings containing information about Sears Holdings, 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 filings with the SEC
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.
The proposed directors and executive officers of Sears Holdings, the
respective directors and executive officers of Sears and Kmart and other persons
may be deemed to be participants in the solicitation of proxies in respect of
the proposed transaction. 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 definitive joint proxy statement-prospectus contained in the
above-referenced Registration Statement on Form S-4.
* * *
KMART AND SEARS SET SHAREHOLDER VOTE FOR MARCH 24, 2005
MAILING TO SHAREHOLDERS OF DEFINITIVE JOINT PROXY STATEMENT BEGINS
TROY, Mich. and HOFFMAN ESTATES, Ill., Feb. 21 /PRNewswire-FirstCall/ -- Sears
Holdings Corporation, currently a wholly owned subsidiary of Kmart Holding
Corporation created to facilitate the merger between Kmart Holding Corporation
(Nasdaq: KMRT) and Sears, Roebuck and Co. (NYSE: S) and which will become the
new holding company of Sears, Roebuck and Kmart following the merger, said that
the registration statement filed with the Securities and Exchange Commission in
connection with the proposed merger has been declared effective. The joint proxy
statement is being mailed to both companies' shareholders beginning Tuesday,
February 22, 2005. A form of election will be mailed shortly under separate
cover to Sears, Roebuck shareholders of record at the close of business on
January 26, 2005 to be used to elect cash or Sears Holdings stock in respect of
each of their Sears, Roebuck shares, as provided in the merger agreement.
Sears, Roebuck and Kmart will hold special meetings of their shareholders on
March 24, 2005 to vote on the companies' proposed merger. Kmart and Sears,
Roebuck shareholders of record at the close of business on January 26, 2005 will
be entitled to vote on the proposal. The special meeting of Kmart shareholders
will be held at Sears, Roebuck's headquarters, which will serve as the
headquarters of the combined company following the merger, in Hoffman Estates,
IL in the Merchandise Review Center, General Session Room at 8:30 a.m. CST /
9:30 a.m. EST. The special meeting of Sears, Roebuck's shareholders will be held
at its headquarters in Hoffman Estates, IL in the Merchandise Review Center,
General Session Room at 11:00 a.m. CST / 12:00 p.m. EST.
Under the merger agreement, Sears Holdings Corporation will have a ten- member
Board of Directors, which will include a total of seven members from the current
Kmart Board and three members from the current Sears, Roebuck Board. Sears
Holdings will be the holding company for the Sears, Roebuck and Kmart
businesses, which will continue to operate separately under their respective
brand names.
The merger is subject to approval by both Kmart's and Sears, Roebuck's
shareholders and customary closing conditions. The members of the Board of
Directors upon the completion of the merger will be as follows:
Edward S. Lampert - Chairman Kmart Holding Corporation
Alan J. Lacy - Chairman of the Board, President and Chief Executive Officer of
Sears, Roebuck and Co.
Aylwin B. Lewis - President and Chief Executive Officer of Kmart
Ann N. Reese - Founder and Executive Director of Center for Adoption Policy
Studies and former Chief Financial Officer of ITT Corp.
Steven T. Mnuchin - Chairman and Co-Chief Executive Officer of Dune Capital
Management LP
William C. Crowley - Senior Vice President, Finance of Kmart
Julian C. Day - Former President and Chief Executive Officer of Kmart
Michael A. Miles - Former Chairman of the Board and Chief Executive Officer of
Philip Morris Companies Inc.
Donald J. Carty - Former Chairman of the Board and Chief Executive Officer of
AMR Corporation and American Airlines, Inc.
Thomas J. Tisch - Managing Partner of Four Partners, a private investment firm
The company also announced today that the new stock symbol for Sears Holdings
Corporation will be "SHLD." The companies previously announced that Sears
Holdings stock will trade on the Nasdaq National Market.
In addition, Sears Holdings said that Mr. Crowley will assume the additional
responsibility of chief financial
officer of Sears Holdings Corporation upon the closing of the merger. Glenn R.
Richter, executive vice president and chief financial officer of Sears, Roebuck,
will leave the company upon completion of the merger to pursue other
professional opportunities.
Edward S. Lampert, chairman of Kmart, and Alan J. Lacy, current chairman and
chief executive officer of Sears, Roebuck, thanked their respective boards for
their support in establishing the board structure of the merged company.
About Sears Holdings Corporation
Created to facilitate the merger of Kmart and Sears, Roebuck announced on
November 17, 2004, and subject to the receipt of shareholder approvals and the
satisfaction or waiver of other conditions, upon the closing of the merger,
Sears Holdings Corporation is expected to be the nation's third largest
broadline retailer, with approximately $55 billion in annual revenues, and with
approximately 3,800 full-line and specialty retail stores in the United States
and Canada. Sears Holdings is expected to be the leading home appliance retailer
as well as a leader in tools, lawn and garden, home electronics and automotive
repair and maintenance. Key proprietary brands are expected to include Kenmore,
Craftsman and DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the Apostrophe and
Covington brands. It is also expected to have Martha Stewart Everyday products,
which are now offered exclusively in the U.S. by Kmart and in Canada by Sears
Canada.
About Kmart Holding Corporation
Kmart Holding Corporation and its subsidiaries (together, "Kmart") is a mass
merchandising company that offers customers quality products through a portfolio
of exclusive brands that include Thalia Sodi, Jaclyn Smith, Joe Boxer, Martha
Stewart Everyday and Route 66. For more information visit Kmart's website at
http://www.kmart.com .
About Sears, Roebuck and Co.
Sears, Roebuck and Co. is a leading broadline retailer providing merchandise and
related services. With revenues in 2004 of $36.1 billion, Sears, Roebuck offers
its wide range of home merchandise, apparel and automotive products and services
through more than 2,300 Sears-branded and affiliated stores in the U.S. and
Canada, which include approximately 870 full-line and 1,100 specialty stores in
the U.S. Sears, Roebuck also offers a variety of merchandise and services
through sears.com, landsend.com, and specialty catalogs. Sears, Roebuck is the
only retailer where consumers can find each of the Kenmore, Craftsman, DieHard
and Lands' End brands together -- among the most trusted and preferred brands in
the U.S. The company is the largest provider of home services, with more than 14
million service calls made annually. For more information, visit the Sears,
Roebuck website at http://www.sears.com .
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements include, but
are not limited to, statements about the benefits of the business combination
transaction involving Sears Holdings Corporation, Kmart Holding Corporation and
Sears, Roebuck and Co., including future financial and operating results, the
combined company's plans, objectives, expectations and intentions and other
statements that are not historical facts. Such statements are based upon the
current beliefs and expectations of Kmart's and Sears, Roebuck's management and
are subject to significant risks and uncertainties. Actual results may differ
from those set forth in the forward- looking statements.
The following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: the ability to obtain
governmental approvals of the transaction on the proposed terms and schedule;
the failure of Kmart's and Sears, Roebuck's stockholders to approve the
transaction; the risk that the businesses will not be integrated successfully;
failure to quickly realize synergies and cost-savings from the transaction as a
result of technical, logistical, competitive and other factors; disruption from
the transaction making it more difficult to maintain relationships with clients,
employees or suppliers; competitive conditions in retail and related services
industries; changes in consumer confidence, tastes, preferences and spending;
the availability and level of consumer debt; anticipated cash flow and the
ability of Sears Holdings to maintain sufficient operating cash flow and
liquidity; the successful execution of, and customer response to, strategic
initiatives, including the full-line store strategy and the conversion and
integration of the Kmart stores and other new store locations; the pace of
growth in store locations, which may be higher or lower than anticipated; the
possibility that new business and strategic options for one or more business
segments will be identified, potentially including selective acquisitions,
dispositions, restructurings, joint ventures and partnerships; trade
restrictions, tariffs, and other factors potentially affecting the ability to
find qualified vendors and access products in an efficient manner; the ability
to successfully implement initiatives to improve inventory management
capabilities; anticipated cash flow; changes in interest rates; the outcome of
pending legal proceedings and bankruptcy claims; social and political conditions
such as war, political unrest and terrorism or natural disasters; the
possibility of negative investment returns in any pension plans; volatility in
financial markets; changes in debt ratings, credit spreads and cost of funds;
the possibility of interruptions in systematically accessing the public debt
markets; the impact of seasonal buying patterns, which are difficult to forecast
with certainty; and general economic conditions and normal business uncertainty.
These forward-looking statements speak only as of the time first made, and no
undertaking has been made to update or revise them as more information becomes
available. Additional factors that could cause Kmart's and Sears, Roebuck's
results to differ materially from those described in the forward-looking
statements can be found in the 2003 Annual Reports on Forms 10-K of Kmart and
Sears, Roebuck filed with the SEC and available at the SEC's Internet site
(http://www.sec.gov ).
Sears Holdings Corporation has filed a Registration Statement on Form S-4 with
the SEC (Registration No. 333-120954) containing the joint proxy statement
regarding the proposed transaction. Stockholders are urged to read the
definitive joint proxy statement regarding the proposed transaction because it
contains important information. Stockholders are also be able to obtain a free
copy of the definitive joint proxy statement, as well as other filings
containing information about Sears Holdings, Kmart and Sears, Roebuck, without
charge, at the SEC's Internet site (http://www.sec.gov ). Copies of the
definitive joint proxy statement and the filings with the SEC that are
incorporated by reference in the definitive joint proxy statement can also be
obtained, without charge, by directing a request to Kmart Holding Corporation,
3100 West Big Beaver Road, Troy, Michigan, 48084, Attention: Office of the
Secretary; or to Sears, Roebuck and Co., 3333 Beverly Road, Hoffman Estates,
Illinois, 60179, Attention: Office of the Secretary. Sears, Roebuck's
shareholders may also obtain copies of the definitive proxy statement or form of
election from D.F. King & Co., Inc., 48 Wall Street, New York, NY 10005
(Telephone: (800) 549-6650 or, for calls from outside the U.S., (212) 269-
5550). Kmart shareholders may also obtain copies of the definitive proxy
statement from Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New
York, NY 10022 (Telephone: (888) 750-5834 or, for banks and brokers, (212)
750-5833).
The proposed directors and executive officers of Sears Holdings, the respective
directors and executive officers of Kmart and Sears, Roebuck and other persons
may be deemed to be participants in the solicitation of proxies in respect of
the proposed transaction. Information regarding Sears Holdings' proposed
directors and executive officers, Kmart's and Sears, Roebuck'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 joint proxy statement contained in the
above-referenced Registration Statement on Form S-4.
SOURCE Kmart Holding Corporation; Sears, Roebuck and Co.
CONTACT: For Kmart Holding Corporation: Media Relations, +1-248-463-1021,
Brunswick Group, +1-212-333-3810;
For Sears, Roebuck and Co.: Chris Brathwaite, +1-847-286-4681