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Archive for Tuesday, February 22, 2005

Kmart, Sears shareholders to vote on proposed merger

February 22, 2005

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— Kmart Holding Corp. and Sears, Roebuck and Co. will conduct special meetings of their shareholders March 24 to vote on the companies' proposed merger.

The meetings will be at Sears headquarters in the Chicago suburb of Hoffman Estates, Ill., which will serve as the headquarters of the combined company following the merger.

The new company, Sears Holdings Corp., will trade on the Nasdaq market as SHLD, the company said Monday.

The registration statement filed with the Securities and Exchange Commission in connection with the proposed merger has been declared effective, and joint proxy statements will be mailed to shareholders starting today.

In Lawrence, Kan., Kmart has a distribution center and Sears has a retail store.

Under the merger agreement, Sears Holdings will have a 10-member board of directors, which will comprise seven members from the current Kmart board and three members from the current Sears board.

Sears Holdings will be the holding company for the two businesses, which will continue to operate separately under their respective brand names.

The holding company also announced Monday that William C. Crowley, who is senior vice president of finance for Kmart, will become the new company's chief financial officer.

Glenn R. Richter, who is Sears' executive vice president and CFO, will leave the company when the merger is completed.

Kmart's $11 billion acquisition of the department store chain, which was announced in November, will create the nation's third-largest retailer.

Members of the board for Sears Holdings Corp., announced Monday, are Edward S. Lampert, chairman of Kmart; Alan J. Lacy, chairman, president and CEO of Sears; Aylwin B. Lewis, president and CEO of Kmart; Ann N. Reese, founder and executive director of the Center for Adoption Policy Studies and former CFO of ITT Corp.; and Steven T. Mnuchin, chairman and co-CEO of Dune Capital Management LP.

Also: William C. Crowley, senior vice president of finance at Kmart; Julian C. Day, former president and CEO of Kmart; Michael A. Miles, former chairman and CEO of Philip Morris Companies Inc. and current Sears board member; Donald J. Carty, former chairman and CEO of AMR Corp. and American Airlines Inc. and current Sears board member; and Thomas J. Tisch, managing partner of private investment firm Four Partners.

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