0000898822-14-000403.txt : 20141007 0000898822-14-000403.hdr.sgml : 20141007 20141007172951 ACCESSION NUMBER: 0000898822-14-000403 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141007 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141007 DATE AS OF CHANGE: 20141007 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEARS HOLDINGS CORP CENTRAL INDEX KEY: 0001310067 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 201920798 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51217 FILM NUMBER: 141146324 BUSINESS ADDRESS: STREET 1: 3333 BEVERLY ROAD CITY: HOFFMAN ESTATES STATE: IL ZIP: 60179 BUSINESS PHONE: 847-286-2500 MAIL ADDRESS: STREET 1: 3333 BEVERLY ROAD CITY: HOFFMAN ESTATES STATE: IL ZIP: 60179 FORMER COMPANY: FORMER CONFORMED NAME: Sears Holdings CORP DATE OF NAME CHANGE: 20041129 8-K 1 body.htm body.htm
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
 
October 7, 2014
Date of Report (Date of Earliest Event Reported)
 
SEARS HOLDINGS CORPORATION
 
 (Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
000-51217
  
20-1920798
(Commission File Number)
  
(I.R.S. Employer Identification No.)
 
 
3333 Beverly Road
Hoffman Estates, Illinois 60179
(Address Of Principal Executive Offices, including Zip Code)
 
Registrant’s Telephone Number, Including Area Code:  (847) 286-2500
 
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:
 
 
o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o                                    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 October 7, 2014, the Registrant issued a press release announcing the filing of a preliminary short form prospectus and Form F-10 registration statement relating to the previously announced rights offering of up to 40,000,000 common shares of Sears Canada Inc.  The press release is attached hereto as Exhibit 99.1.
 
Item 9.01
Financial Statements and Exhibits

(d)           Exhibits

Exhibit 99.1                      Press Release, dated October 7, 2014

Private Securities Litigation Reform Act of 1995 –
A Caution Concerning Forward-Looking Statements

This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the rights offering, and certain terms and expectations regarding the rights offering.  The Registrant cautions that these forward-looking statements are subject to risks, uncertainties and assumptions, many of which are beyond its control, that may cause actual results to differ materially from those indicated in the forward-looking statements, for a number of reasons, including without limitation, risks and uncertainties relating to the rights offering, and the timing and certainty of the completion of the transaction.  Additional information concerning other factors is contained in the Registrant’s annual report on Form 10-K for the fiscal year ended February 1, 2014 and subsequent filings with the SEC.  The Registrant intends the forward looking statements to speak only as of the time made and, except as required by law, do not undertake to update or revise them as more information becomes available.
 
SIGNATURE

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 HOLDINGS CORPORATION



 
 
Dated: October 7, 2014    /s/ Robert A. Riecker                           
   By:  Robert A. Riecker
   Its:  Vice President, Controller and Chief Accounting Officer
 

 
 
 
 
 
 
EXHIBIT INDEX


Exhibit 99.1                                Press Release, dated October 7, 2014
 EX-99.1 2 ex991.htm ex991.htm
Exhibit 99.1

NEWS MEDIA CONTACT:
Sears Holdings Public Relations
(847) 286-8371
 
FOR IMMEDIATE RELEASE:
October 7, 2014


SEARS HOLDINGS CORPORATION ANNOUNCES FILING OF PRELIMINARY SHORT FORM PROSPECTUS AND FORM F-10 REGISTRATION STATEMENT FOR RIGHTS OFFERING

HOFFMAN ESTATES, Ill. – Sears Holdings Corporation  (“Sears Holdings” or the “Company”) (NASDAQ:  SHLD) today announced that a preliminary short form prospectus has been filed in Canada with the Ontario Securities Commission (the “OSC”) and a Registration Statement on Form F-10 has been filed in the United States with the Securities and Exchange Commission (the “SEC”) relating to the previously announced rights offering of up to 40,000,000 common shares of Sears Canada Inc. (“Sears Canada”) (TSX: SCC).  The subscription rights are expected to be distributed to all of the Company’s stockholders of record as of October 16, 2014, and the rights will have a subscription price of U.S. $9.50 per whole share of Sears Canada.  As previously announced, the subscription price is equal to the closing price (converted from Canadian to U.S. dollars) of the Common Shares on September 26, 2014, the last trading day before the Company’s Board of Directors requested Sears Canada’s cooperation with the filing of a prospectus regarding the Rights Offering.  Each stockholder as of the record date will be able to participate in the rights offering on an equal and pro rata basis.  The subscription rights will be transferable.  The expected record date of October 16, 2014 is four days earlier than the date that the Company previously announced.

Sears Holdings has applied to list the subscription rights on the NASDAQ Stock Market under the symbol “SRSCR.”  Listing will be subject to Sears Holdings fulfilling all of the requirements of that exchange.  However, NASDAQ will not list the subscription rights unless Sears Canada’s common shares are also listed for trading on NASDAQ.  Sears Canada has made application to list its common shares on NASDAQ under the symbol “SRSC,” but there can be no guarantee that such listing application will be accepted prior to the commencement of the rights offering, and listing will be subject to Sears Canada fulfilling all of the requirements of that exchange.
 
The rights offering will be made only by means of a prospectus filed with the OSC and the SEC.  A preliminary prospectus has been filed with the OSC and a registration statement relating to these securities (including a preliminary prospectus) has been filed with the SEC, but has not yet become effective.  A copy of the preliminary prospectus relating to the offering is available, for free, on SEDAR at www.sedar.com, and a copy of the registration statement (including the preliminary prospectus) is available for free on EDGAR on the SEC’s website at www.sec.gov.  Copies may also be obtained from the Company. Before you invest, you should read the prospectus in the registration statement and other documents that Sears Canada has filed with the OSC and the SEC for more complete information about Sears Canada and the rights offering.  The offering may be made only by means of a prospectus, copies of which may be obtained when available from Georgeson Inc., Sears Holdings information agent, by calling (866) 741-9588 (toll-free) or emailing SearsCanadaOffer@georgeson.com.

The rights offering will be made only by means of a prospectus.  This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any offer, solicitation or sale of the securities, in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) is a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve our members - wherever, whenever and however they want to shop. Sears Holdings is home to Shop Your Way™, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full-line and specialty retail stores in the United States and Canada.

Forward-Looking Statements
Certain material presented herein includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the rights offering, the terms of the rights offering, the dates on which actions relating to the rights offering are expected to occur, the ability of Sears Canada to timely cause the  registration statement and prospectus for the Sears Canada shares to be sold in the rights offering to become effective, the date on which such registration statement and prospectus become effective, the listing of Sears Canada’s common shares and of Holdings’ subscription rights on NASDAQ, future trading of the common stock of Holdings and common shares of Sears Canada and other statements that describe the companies’ plans. Whenever used, words such as “will,” “expect,” and other terms of similar meaning are intended to identify such forward-looking statements. Forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Such statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties, including risks and uncertainties relating to the rights offering of Holdings’ interest in Sears Canada, such as the timing and certainty of the completion of that transaction, the intent of ESL Partners, L.P. and Edward S. Lampert, the expectations of Fairholme Capital Management, L.L.C., the operational and financial profile of Holdings or any of its businesses after giving effect to the rights offering, and other factors set forth in the prospectus that will be contained in the registration statement to be filed with the SEC by Sears Canada with respect to the rights offering. A detailed description of other risks relating to Holdings are set forth in our annual report on Form 10-K for the fiscal year ended February 1, 2014 and our other filings with the SEC. We intend the forward-looking statements to speak only as of the time made and, except as required by law, do not undertake to update or revise them as more information becomes available.