<PAGE> 1
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
________________________
KMART CORPORATION
(Exact number of issuer as specified in its charter)
Michigan 38-0729500
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3100 West Big Beaver Road, Troy, Michigan 48084
(Address of Principal Executive Offices) (Zip Code)
MANAGEMENT STOCK PURCHASE PLAN
(Full title of the plan)
A. N. Palizzi
Executive Vice President and General Counsel
Kmart Corporation
3100 West Big Beaver Road
Troy, Michigan 48084
(Name and Address of agent for service)
Telephone number, including area code, of agent for service:
313/643-1000
Copies of Communications to:
Verne C. Hampton II
Dickinson, Wright, Moon, Van Dusen & Freeman
500 Woodward, Suite 4000
Detroit, Michigan 48226
Approximate date of proposed public offering:
As soon as practicable after the effective date of this Registration Statement
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Amount of
Title of Securities Amount to be Offering Price Maximum Aggregate Registration
to be Registered Registered Per Share* Offering Price* Fee
<S> <C> <C> <C> <C>
Common Stock ($1
par value)......... 4,000,000 shs. $ 16 3/8 $ 65,500,000 $ 22,586.17
</TABLE>
*Based upon the market price on July 28, 1994
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Kmart Corporation (the "Company") hereby incorporates by reference in this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):
1. The Company's Annual Report on Form 10-K for the year ended
January 26, 1994.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
April 27, 1994.
3. The Company's Current Report on Form 8-K filed on June 8, 1994.
4. The description of the Common Stock, $1.00 par value, of the
Company set forth in the Prospectus of the Company dated August 16, 1991 which
was part of Amendment No. 1 to Registration Statement No. 33-42022.
All documents subsequently filed with the Commission by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the dates of filing of such documents.
ITEM 4. DESCRIPTION OF COMMON STOCK
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Bylaws and the Michigan Business Corporation Act permit the
Company's officers and directors to be indemnified under certain circumstances
for expenses and in some instances, for judgments, fines, or amounts paid in
settlement of civil, criminal, administrative and investigative suits or
proceedings, including those involving alleged violations of the Securities Act
of 1933, as amended (the "Act"). In addition, the Company maintains directors'
and officers' liability insurance which, under certain circumstances, would
cover alleged violations of the Act. Insofar as indemnification for
liabilities arising under the Act may be permitted to officers and directors
pursuant to the foregoing provisions, the Company has been informed that, in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
Therefore in the event that a claim for such indemnification is asserted by any
officer or director, the Company (except insofar as such claim seeks
reimbursement by the Company of expenses paid or incurred by an officer or
director, in the successful defense of any action, suit or proceeding) will,
unless the matter has heretofore been adjudicated by precedent deemed by the
Company to be controlling, submit to a court of appropriate jurisdiction the
question of whether or not the indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such
<PAGE> 3
issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following exhibits are filed herewith:
Exhibit
Number Exhibit
------ -------
5 Opinion and consent of Dickinson, Wright,
Moon, Van Dusen & Freeman
24 Consent of Price Waterhouse
28(a) Kmart Corporation Management Stock Purchase
Plan. Incorporated by reference to Annex IV-G, Pages
IV-G-1 through IV-G-9 of Kmart
Corporation's definitive Proxy Statement
dated April 28, 1994.
ITEM 9. UNDERTAKINGS
The undersigned Company hereby undertakes: 1. To file, during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement: (i) to include any Prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the Prospectus any
facts or events arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the Registration Statement; (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement. (2) That, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. (3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
- 2 -
<PAGE> 4
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
- 3 -
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Troy and State of
Michigan on July 28, 1994.
KMART CORPORATION
By /s/ JOSEPH E. ANTONINI
(Joseph E. Antonini)
Chairman of the Board,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities indicated on July 28, 1994.
<TABLE>
<CAPTION>
SIGNATURE TITLE SIGNATURE TITLE
--------- ----- --------- -----
<S> <C> <C> <C>
/s/ JOSEPH E. ANTONINI Chairman of the Board, /s/ DAVID B. HARPER Director
- ------------------------ President (Principal ---------------------
(Joseph E. Antonini) Executive Officer) and (David B. Harper)
Director
/s/ THOMAS F. MURASKY Executive Vice President /s/ F. JAMES McDONALD Director
- ------------------------- (Principal Financial ---------------------
(Thomas F. Murasky) and Accounting Officer) (F. James McDonald)
/s/ LILYAN H. AFFINITO Director /s/ RICHARD S. MILLER Director
- ------------------------- ---------------------
(Lilyan H. Affinito) (Richard S. Miller)
/s/JOSEPH A. CALIFANO,JR. Director Director
- ------------------------- ---------------------
(Joseph A. Califano, Jr.) (J. Richard Munro)
/s/ WILLIE D. DAVIS Director /s/ DONALD S. PERKINS Director
- ------------------------- ---------------------
(Willie D. Davis) (Donald S. Perkins)
/s/ ENRIQUE C. FALLA Director /s/ GLORIA M. SHATTO Director
- ------------------------- ---------------------
(Enrique C. Falla) (Gloria M. Shatto)
/s/ JOSEPH P. FLANNERY Director /s/ JOSEPH R. THOMAS Director
- ------------------------- ---------------------
(Joseph P. Flannery) (Joseph R. Thomas)
</TABLE>
<PAGE> 1
July 28, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Kmart Corporation
Management Stock Purchase Plan
Registration Statement on Form S-8
Gentlemen:
As counsel for Kmart Corporation, a Michigan corporation (the
"Corporation"), we are familiar with the corporate affairs of the Corporation
and particularly with the corporate proceedings relating to the establishment
of the Corporation's Management Stock Purchase Plan (herein called the "Plan").
The Plan was duly and legally adopted by the Board of Directors and the
stockholders of the Corporation.
Based upon the above, we are of the opinion that:
1. The Corporation duly and validly has adopted and established
the Plan taking all necessary corporate action for that
purpose.
2. The shares of Common Stock of the Corporation covered by the
Plan have been duly authorized and when issued pursuant to the
Plan will be validly issued, fully paid and non-assessable and
no personal liability will attach to the holders thereof.
3. The Plan is not subject to the Employee Retirement Income
Security Act of 1974, as amended.
We hereby consent to the use of this opinion as a part (Exhibit 5) to
the Registration Statement on Form S-8 which is being filed by the Corporation
with the Securities and Exchange Commission with respect to the Plan.
Very truly yours,
Dickinson, Wright, Moon, Van Dusen & Freeman
Exhibit 5
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 15, 1994, which appears on
Annex V page V-21 of Kmart Corporation's definitive Proxy Statement dated April
28, 1994, which is incorporated by reference in Kmart Corporation's Annual
Report on Form 10-K for the year ended January 26, 1994. We also consent to
the incorporation by reference of our report on the Financial Statement
Schedules, which appears on page 11 of such Annual Report on Form 10-K.
Price Waterhouse
Detroit, Michigan 48243
July 29, 1994
Exhibit 24
