KMART CORP
8-K, 1995-04-27
VARIETY STORES
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<PAGE>   1
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                          -------------------------

                                   FORM 8-K

                           CURRENT REPORT PURSUANT
                        TO SECTION 13 OR 15(D) OF THE
                       SECURITIES EXCHANGE ACT OF 1934


       Date of report (Date of earliest event reported) April 25, 1995


                          -------------------------


                              KMART CORPORATION
            (Exact Name of Registrant as Specified in its Charter)

                                   MICHIGAN
                (State or Other Jurisdiction of Incorporation)

           1-327                                       38-0729500
  (Commission File Number)                (I.R.S. Employer Identification No.)



               3100 WEST BIG BEAVER ROAD, TROY, MICHIGAN 48084
            (Address of Principal Executive Offices)  (Zip Code)


                                (810) 643-1000
             (Registrant's Telephone Number, Including Area Code)


                                     N/A
        (Former Name or Former Address, if Changed Since Last Report)

<PAGE>   2
ITEM 5. OTHER EVENTS


        On April 25, 1995, Kmart Corporation issued the press release attached
hereto as Exhibit 99.1. 
        On April 26, 1995, Duff & Phelps Credit Rating Co. downgraded the
long-term debt and lease certificates rating of Kmart Corporation from 'A-'
(Single-A-Minus) to 'BBB' (Triple-B).


                                     -2-

<PAGE>   3
                                  SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                               KMART CORPORATION
                                               (Registrant)



                                               By:  /s/ Thomas F. Murasky
                                                   ----------------------------
                                                    Thomas F. Murasky
                                                    Executive Vice President
                                                    and Chief Financial Officer


Date:  April 26, 1995


                                     -3-
<PAGE>   4


                                EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                     SEQUENTIAL
EXHIBIT                              DESCRIPTION                     PAGE NUMBER
- -------             -------------------------------------------      -----------
<S>                 <C>                                              <C>
99.1                KMART PRESS RELEASE

</TABLE>


<PAGE>   1
                                                                   Exhibit 99.1

                                April 25, 1995

                               Orren F. Knauer
                              Investor Relations
                                (810) 643-1040


KMART CORPORATION REPORTS DIVIDEND REDUCTION,
FIRST-QUARTER EARNINGS EXPECTATIONS AND RIGHTS REDEMPTION

TROY, Mich., April 25, 1995 -- The Board of Directors of Kmart Corporation
today approved a cash dividend to be paid on June 12, 1995, on the outstanding
shares of the corporation's common stock to holders of record on May 11, 1995,
in the amount of 12 cents per share.

"Following our regular quarterly review, the Board has decided to reduce the
dividend from the current rate of 24 cents per share to 12 cents per share,"
said Donald S. Perkins, chairman of Kmart's Board of Directors.  "The Board
feels it is prudent to reduce the dividend to a level more in line with current
earnings expectations for the year. We will continue to review the dividend on
a quarterly basis, taking into account such factors as capital needs and
earnings progress."

In regard to first-quarter expectations, Kmart said that sales and cost
reductions are on plan, but gross margins are below plan. Management currently
expects to report a loss for the 1995 first quarter, exclusive of a one-time
curtailment gain estimated at 14 cents per share resulting from the decision to
replace the Kmart Pension Plan with a Profit Sharing Plan. The anticipated loss
primarily reflects the previously announced implementation of a new inventory
accounting system which will result in a calculation of gross profits for the
first quarter of 1995 significantly lower than those that would have been
reported using the previous method. Although this change will have no impact on
full-year results, the company's best estimate is that the new inventory
accounting system will reduce 1995 first-quarter earnings by 12 cents per
share. The loss in the 1995 first quarter will be in contrast to a profit of 3
cents per share from continuing retail operations in the first quarter of last
year.

Kmart also announced that 1 cent of the dividend has been allocated to the
redemption of outstanding Rights which had previously been issued to
stockholders pursuant to the company's Shareholder Rights Plan. Consistent with
a proposal approved at the company's 1991 annual stockholders' meeting, the
company amended the Shareholder Rights Plan to shorten its term from 1998 to
1995, and is redeeming all outstanding Rights upon such termination as provided
in the Plan.


<PAGE>   2

Kmart Corporation serves America with nearly 4,000 retail outlets including
Kmart stores, Super Kmart Centers, Builders Square and Borders Group, Inc.
Kmart holds a minority interest in The Sports Authority and OfficeMax. In
addition to serving all 50 states, Puerto Rico, Canada and the U.S. Virgin
Islands, Kmart operations extend to the Czech Republic and Slovakia and,
through joint ventures, to Mexico and Singapore.

Kmart Corporation's stock is listed on the New York, Pacific and Chicago Stock
Exchanges. Its trading symbol is KM.



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