Hoffman Estates, Ill. ? Kmart bought Sears, Roebuck and Co. for $12.3 billion on Thursday, combining two faded retail icons whose sales have been declining for years into the nation’s third biggest retailer with a projected $55 billion in annual sales.

Shareholders signed off on the deal in separate meetings at Sears’ suburban Chicago headquarters, which now becomes the base for a company that adopts the name Sears Holdings Corp. It trails only Wal-Mart Stores Inc. and Home Depot Inc. among U.S. retailers.

The votes capped off the stunning proposal unveiled four months earlier by Kmart Holding Corp. Chairman Edward Lampert, the billionaire hedge-fund manager who was the largest individual shareholder in each company.

Lampert, who helped Troy, Mich.-based Kmart turn a $1.1 billion profit last year with the aid of real-estate transactions, denied he has a big sell-off in mind for Sears assets and said the new company “goes beyond being an investment.”

“It’s an opportunity to transform two companies that once were great — to transform them into a great company relative to the 21st century,” he said.

“I think there’s a presumption that you’re going to see a lot of store closings. That’s a wrong presumption,” he said. “Our program is to keep as many stores open as we can.”

Contending he has been unfairly labeled as a sell-off specialist, he also denied the company has put the Lands’ End casual clothing chain on the market, as an industry publication reported earlier this month.

“Lands’ End isn’t for sale,” Lampert said. “It’s a great American brand, and I think it’s a brand that we could run very, very well.”

The merger also brings together some other powerful brands that have succeeded while their companies’ retail results have sagged, among them Craftsman tools, Kenmore appliances and, from Kmart, Martha Stewart, Jaclyn Smith and Joe Boxer.

Kaylin Wilson sets up children's clothes Thursday in an existing Kmart store in Nashua, N.H. The store was the first in the country to begin receiving Sears merchandise after stockholders voted on a merger to join Sears and Kmart to become the nation's third largest retailer.

Employees have been concerned about widespread job cuts when the new company moves to close stores and convert hundreds of Kmart stores this year to the new Sears Essential convenience-oriented format. But officials said that while some layoffs would be announced by the end of April from among the 5,000 people working at the two firms’ headquarters, the vast majority of the work force of 400,000 would keep their jobs.

The deal closed shortly after the back-to-back shareholder meetings.

Sixty-nine percent of Kmart shareholders voted to approve the deal in results announced at a sparsely attended session lasting five minutes. About two hours later, CEO Alan Lacy disclosed that Sears shareholders also had voted 69 percent in favor of the deal — but he had to endure insults by retired and former Sears employees upset about the 119-year-old retailer’s acquisition by Kmart.

“This is a sad and dark day for Sears Roebuck,” Doug Liggett, formerly a Sears auto center manager, said at the meeting. “It is unbelievable that Kmart, two years out of bankruptcy, would be strong enough to purchase Sears, a company in business for over a century.”

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