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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/ / Definitive proxy statement
/X/ Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
KMART CORPORATION
(Name of registrant as specified in its charter)
KMART CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/*$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
/ / $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:
(4) Proposed maximum aggregate value of transaction:
/ / 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:
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* Previously paid.
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The following is the text of a press release that was issued by Kmart
Corporation on May 9, 1994:
"Kmart Corporation issued today the following statement in response to an
announcement by the State of Wisconsin Investment Board (SWIB) concerning the
Specialty Retail Stock Proposal contained in Kmart's 1994 proxy statement:
Kmart and its Board of Directors are disappointed in SWIB's decision to
oppose our Specialty Retail Stock Proposal. The company and its Board, however,
continue to believe that the Proposal, which would authorize the Board to issue
four new series of common stock intended to reflect the performance of the
company's specialty retail businesses, is in the best interests of Kmart
shareholders and provides the company with greater flexibility with regard to
these businesses. The Proposal represents a mechanism for realizing some of the
value inherent in our investment in the specialty store businesses while, at the
same time, providing an environment intended to spur growth in those businesses
by further empowering the strong, incumbent management at each of these
companies.
Kmart also reaffirms its support of the five directors nominated for
reelection. These directors, along with others on the board, have approved a
comprehensive plan for renewal of Kmart's core discount stores that remains an
effective, viable blueprint to restore earnings growth at Kmart. The Specialty
Retail Stock Proposal is one part of this overall proactive Kmart strategy to
realign its businesses, to improve financial results and to increase shareholder
value. It is Kmart's intention to sell up to 30% of the equity value of each of
our remaining specialty businesses, which will provide a significant cash
infusion to Kmart Corporation, reduce our debt and provide the company with
greater financial flexibility.
Contrary to what SWIB has indicated, Kmart's specialty retail businesses
have not distracted management's attention from its Kmart stores. The company
has an aggressive modernization program in place with respect to the Kmart
division and is in the process of implementing far-reaching productivity
enhancement programs at both store operations and merchandising levels.
Furthermore, the company recently re-examined all of its specialty retail
businesses and discontinued or divested those which it believed did not fit
within the overall Kmart strategy -- PACE Membership Warehouse and PayLess Drug
Stores.
The Specialty Retail Stock Proposal creates a mechanism to establish a
market value for the specialty businesses which would facilitate any future
action to enhance shareholder value. The Proposal provides management with the
flexibility to take other actions with respect to these businesses, including
their disposition if at some point that is deemed appropriate.
Kmart is committed to achieving value for its shareholders and believes
that the Specialty Retail Stock Proposal is a positive step in that direction.
The company realizes that recent Kmart sales and earnings have been
disappointing, resulting in pressure on our stock price. Kmart, however, has
adopted and will continue to implement initiatives to improve results and meet
these challenges. The Specialty Retail Stock Proposal is an integral part of
this overall plan, and to vote against it would, in fact, be counterproductive.
We have met and will continue to meet and discuss these issues with the
company's shareholders."
