-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OCK3AIdKePrXFBgzbccjecxApBIse5vHjxrPskyXK7AeEhtFi97rhJcUCDE7SZPa lsnK6/bxPSsvkty6CzP7LA== 0000950124-03-002207.txt : 20030630 0000950124-03-002207.hdr.sgml : 20030630 20030630094657 ACCESSION NUMBER: 0000950124-03-002207 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030630 EFFECTIVENESS DATE: 20030630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KMART CORP CENTRAL INDEX KEY: 0000056824 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 380729500 STATE OF INCORPORATION: MI FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-52797 FILM NUMBER: 03762718 BUSINESS ADDRESS: STREET 1: 3100 W BIG BEAVER RD CITY: TROY STATE: MI ZIP: 48084 BUSINESS PHONE: 2486431000 MAIL ADDRESS: STREET 1: 3100 W BIG BEAVER ROAD CITY: TROY STATE: MI ZIP: 48084 FORMER COMPANY: FORMER CONFORMED NAME: KRESGE S S CO DATE OF NAME CHANGE: 19770921 S-8 POS 1 k77957sv8pos.txt POST-EFFECTIVE AMENDMENT TO FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2003. POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 033-52797 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------ KMART CORPORATION (Exact name of registrant as specified in its charter) MICHIGAN 38-0729500 (State of incorporation) (I.R.S. employer identification no.) ------------------------ ------------------------------------ 3100 WEST BIG BEAVER ROAD TROY, MICHIGAN 48084 -------------------- (Address of principal executive offices) (Zip code) EMPLOYEE SAVINGS PLAN ---------------------- (Full title of the Plan) HAROLD W. LUEKEN, ESQ. SENIOR VICE PRESIDENT AND GENERAL COUNSEL KMART CORPORATION 3100 WEST BIG BEAVER ROAD TROY, MICHIGAN 48084 (248) 463-1000 -------------- (Name, address and telephone number, including area code, of agent for service) Copies to: David J. Friedman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, New York 10036 EXPLANATORY NOTE POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Kmart Corporation, a Michigan corporation (the "Company"), filed with the Securities and Exchange Commission a registration statement (the "Registration Statement") on Form S-8 (File No. 033-52797) to register 7,468,564 shares of common stock, par value $1.00 per share (the "Kmart Corporation Common Stock"), issuable pursuant to the Employee Savings Plan (the "Savings Plan"). This Registration Statement also included shares previously registered pursuant to registration statement No. 033-6578. On January 22, 2002, the Company and 37 of its U.S. subsidiaries filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Illinois Eastern Division (the "Court") (Case No. 02-B02474). In light of the Company's having sought protection under Chapter 11, the Company amended the Savings Plan, effective as of February 19, 2002, to (i) reflect the actions taken as of January 22, 2002, to eliminate the Company's right to invest additional employer matching contributions under the Savings Plan in Kmart Corporation Common Stock; and (ii) eliminate the right of employees to invest additional contributions under the Savings Plan in Kmart Corporation Common Stock. On May 6, 2003, the Company emerged from Chapter 11 and pursuant to the plan of reorganization approved by the Court, all then outstanding shares of Kmart Corporation Common Stock were cancelled. As a result, no shares of Kmart Corporation Common Stock have been or continue to be held pursuant to the Savings Plan and no such shares are being offered for sale. In accordance with Rule 478 promulgated under the Securities Act of 1933, as amended (the "Act"), and the undertaking contained in the Registration Statement pursuant to Item 512(a)(3) of Regulation S-K promulgated under the Act, the Company is filing this Post-Effective Amendment No. 1 to Form S-8 to remove from registration all shares of Kmart Corporation Common Stock that were included in the Registration Statement but which were not previously sold in accordance with the terms of the Savings Plan. 2 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on this 27th day of June, 2003. KMART CORPORATION /s/ Julian C. Day Name: Julian C. Day Title: President and Chief Executive Officer KNOW TO ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Julian C. Day, Harold W. Lueken and James E. Defebaugh IV, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Exchange Act of 1934 (the "Exchange Act") and any rules, regulations and requirements of the U.S. Securities and Exchange Commission in connection with this Post- Effective Amendment to Form S-8 and any and all amendments hereto, as fully for all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all said attorneys-in-fact and agents, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Exchange Act, this registration statement has been signed by the following persons in the capacities and on the date indicated. /s/ Julian C. Day June 27, 2003 /s/ James F. Gooch June 27, 2003 Julian C. Day James F. Gooch Director Director President and Chief Executive Vice President and Officer Treasurer (Co-Principal Financial Officer) /s/ David R. Marsico June 27, 2003 /s/ Richard J. Noechel June 27, 2003 David R. Marsico Richard J. Noechel Director Vice President and Controller (Principal Accounting Officer and Co-Principal Financial Officer)
3 THE PLAN: Pursuant to the requirements of the Securities Act of 1933, Kmart Corporation, as administrator under the Kmart Corporation Retirement Savings Plan A has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Troy, State of Michigan, on June 27, 2003. KMART CORPORATION RETIREMENT SAVINGS PLAN A By: KMART CORPORATION By: /s/ Harold W. Lueken Name: Harold W. Lueken Title: Senior Vice President, General Counsel and Secretary THE PLAN: Pursuant to the requirements of the Securities Act of 1933, Kmart Corporation, as administrator under the Kmart Corporation Retirement Savings Plan B has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Troy, State of Michigan, on June 27, 2003. KMART CORPORATION RETIREMENT SAVINGS PLAN B By: KMART CORPORATION By: /s/ Harold W. Lueken Name: Harold W. Lueken Title: Senior Vice President, General Counsel and Secretary 4 -----END PRIVACY-ENHANCED MESSAGE-----