-----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, KGwXmD6TCinTv+pP/C4DDXR6LPfawbeyf3FFa2zeLD7vwEYKtxOnOgvtP5VagqRW b0AMzjngE/sXVN0QpltT8w== 0000950130-96-001248.txt : 19960417 0000950130-96-001248.hdr.sgml : 19960417 ACCESSION NUMBER: 0000950130-96-001248 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960416 SROS: CSX SROS: NYSE SROS: PSE SUBJECT COMPANY: 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00327 FILM NUMBER: 96547732 BUSINESS ADDRESS: STREET 1: 3100 W BIG BEAVER RD CITY: TROY STATE: MI ZIP: 48084 BUSINESS PHONE: 8106431000 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KMART INDEPENDENT SHAREHOLDERS COMMITTEE CENTRAL INDEX KEY: 0001011214 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 2100 L ST NW STREET 2: STE 210 CITY: WASHINGTON STATE: DC ZIP: 20037 BUSINESS PHONE: 2027955690 MAIL ADDRESS: STREET 1: 2100 L ST NW STREET 2: STE 210 CITY: WASHINGTON STATE: DC ZIP: 20037 DFAN14A 1 PRESS RELEASE DATED 4/15/96 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [X] Soliciting Material Pursuant to Sec.240.14a-11(c) or Sec.240.14a-12 KMART CORPORATION ----------------- (Name of Registrant as Specified In Its Charter) KMART INDEPENDENT SHAREHOLDERS' COMMITTEE ----------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: ..... 2) Aggregate number of securities to which transaction applies: ........ 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: .................... 5) Total fee paid: ..................................................... [X] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: ............................................. 2) Form, Schedule or Registration Statement No.: ....................... 3) Filing Party: ....................................................... 4) Date Filed: ......................................................... - -------------------------------------------------------------------------------- KMART INDEPENDENT SHAREHOLDERS' COMMITTEE - -------------------------------------------------------------------------------- Contact: William Patterson (IBT) (202) 624-8100 Michael Zucker (UNITE) (202) 785-6661 For Immediate Release: - ---------------------- KMART INDEPENDENT SHAREHOLDERS' COMMITTEE DECLARES VICTORY IN EFFORTS TO DEFEAT LONG-TERM DIRECTORS--TO CONTINUE CONTEST ON SHAREHOLDER RESOLUTIONS April 15, 1996--Washington, DC: Declaring victory in their efforts to push long- term Kmart directors off the Board, the Kmart Independent Shareholders' Committee (the Committee) announced today that they were withdrawing Stephen Hester's nomination for the Board of Directors. The Committee also announced that they were continuing with their plans to run an independent solicitation to de-stagger Kmart's Board, eliminate the retirement plan for non-employee directors and to have the Board undertake a study to determine the feasibility of a sale of the Company. "Kmart has placed four new, independent directors on its Board since we first informed the Company on February 15th that Stephen Hester would be our nominee. It is clear that the Company got the message, and that there is no further reason for running Mr. Hester this year," said Michael Zucker, director of the Office of Corporate and Financial Affairs of the Union of Needletrades, Industrial and Textile Employees (UNITE). UNITE and the International Brotherhood of Teamsters comprise the Kmart Independent Shareholders' Committee. On February 15, 1996 the Committee wrote to Kmart and informed the company of its intention to run Mr. Hester for a seat on the Board of Directors. Since that time Kmart's Board elected the following new Directors: James B. Adamson, who joined the Board on March 19 and will take the place of - ---------------- long-time director F. James McDonald following this year's Annual Meeting. Robert D. Kennedy, who succeeded former Kmart Chairman Donald S. Perkins on - ----------------- March 19. William P. Webber, who joined the Board on March 19 will take the place of - ----------------- long-time director David B. Harper following this year's Annual Meeting. Stephen F. Bollenbach, who will join the Board on April 16 and succeed long-time - --------------------- director Gloria M. Shatto following this year's annual meeting. "I was pleased by the support I received from many shareholders who contacted me, and I am very encouraged that my candidacy pushed Kmart forward in reconstituting its Board. Now we will have to wait and see if the new directors are prepared to increase their level of accountability by standing for election every year," said Stephen Hester. The Kmart Annual Meeting will take place on Tuesday, May 21st. -30- The following may be deemed to be "participants" in this solicitation: The Union of Needletrades, Industrial and Textile Employees, owner of 100 shares of Kmart Common Stock, and two of its employees, Michael R. Zucker and Hilary Johnson; The International Brotherhood of Teamsters, owner of 290 shares of Kmart Common Stock, and two of its employees, William Patterson, owner of 6 shares of Kmart Common Stock, and Bartlett Naylor, owner of 200 shares of Kmart Common Stock. -----END PRIVACY-ENHANCED MESSAGE-----