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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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KMART CORPORATION Michigan 38-0729500
KMART FINANCING I Delaware 38-6667809
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(Exact Name of Registrant (State of Incorporation (I.R.S. Employer Identification No.)
as Specified in its Charter) or Organization)
3100 West Big Beaver Road
Troy, Michigan 48084
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration If this Form relates to the registration
of a class of debt securities and is of a class of debt securities and is to
effective upon filing pursuant to become effective simultaneously with the
General Instruction A(c)(1) please check effectiveness of a concurrent registration
the following box. / / statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box. / /
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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__ % Convertible Trust Preferred Secu- New York Stock Exchange
rities of Kmart Financing I (and
the Guarantee with respect thereto
by Kmart Corporation)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The class of securities to be registered hereby is the __ %
Convertible Trust Preferred Securities (the "Preferred Securities"),
representing undivided beneficial interests in the assets of Kmart Financing I,
a statutory business trust created under the laws of the State of Delaware (the
"Trust").
For a description of the Preferred Securities, reference is
made to the information set forth under the headings "Description of Trust
Preferred Securities" and "Description of Trust Preferred Securities
Guarantees" in the Registration Statement on Form S-3 (Registration No.
33-64905) filed with the Securities and Exchange Commission (the "Commission")
on December 11, 1995 under the Securities Act of 1933, as amended (the "Act"),
Amendment No. 1 thereto filed with the Commission on February 16, 1996,
Amendment No. 2 thereto filed with the Commission on March 14, 1996 and
Amendment No. 3 thereto filed with the Commission on March 22, 1996 (such
Registration Statement, as so amended, being hereinafter referred to as the
"Registration Statement"), which description is incorporated herein by
reference. Definitive copies of the prospectus and the prospectus supplement
describing the Preferred Securities will be filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended, and shall be incorporated by reference
into this Registration Statement on Form 8-A.
Item 2. Exhibits.
2.1 Certificate of Trust dated February 16, 1996 of Kmart
Financing I (incorporated herein by reference to Exhibit
4(d) to the Registration Statement).
2.2 Form of Amended and Restated Declaration of Trust of Kmart
Financing I (incorporated herein by reference to Exhibit
4(h)(i) to the Registration Statement).
2.3 Form of Preferred Security (incorporated herein by
reference to Exhibit A-1 of Exhibit 4(h)(i) to the
Registration Statement).
2.4 Form of Preferred Securities Guarantee for the benefit of
the holders of Preferred Securities of Kmart Financing I
(incorporated herein by reference to Exhibit 4(j)(i) to
the Registration Statement).
2.5 Form of Indenture for Subordinated Debt Securities
between Kmart Corporation and The Bank of New York, as
trustee (incorporated herein by reference to Exhibit 4(b)
to the Registration Statement).
2.6 Form of Supplemental Indenture to be used in connection
with the issuance of Subordinated Debt Securities and
Preferred Securities (incorporated herein by reference to
Exhibit 4(i) to the Registration Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
KMART FINANCING I
Dated: June 4, 1996 By: /s/ Marvin P. Rich
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Marvin P. Rich, Trustee
By: /s/ James P. Churilla
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James P. Churilla, Trustee
KMART CORPORATION
Sponsor of the Registrant and
Guarantor under the Guarantee
By: /s/ A.N. Palizzi
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Name: A.N. Palizzi
Title: Executive Vice President
and General Counsel
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