KMART CORP
DFAN14A, 1996-04-16
VARIETY STORES
Previous: KMART CORP, DFAN14A, 1996-04-16
Next: BROOKE GROUP LTD, 10-K405, 1996-04-16



<PAGE>
 
                            SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
                               (Amendment No.   )

Filed by the Registrant [  ]

Filed by a Party other than the Registrant [X]

Check the appropriate box:

[ ]  Preliminary Proxy Statement

[ ]  Confidential, for Use of the Commission Only (as permitted by Rule 
     14a-6(e)(2))

[ ]  Definitive Proxy Statement

[X]  Definitive Additional Materials

[X]  Soliciting Material Pursuant to Sec.240.14a-11(c) or Sec.240.14a-12

                               KMART CORPORATION
                               -----------------
                (Name of Registrant as Specified In Its Charter)

                   KMART INDEPENDENT SHAREHOLDERS' COMMITTEE
                   -----------------------------------------
                   (Name of Person(s) Filing Proxy Statement,
                         if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ ]  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
     Item 22(a)(2) of Schedule 14A.

[ ]  $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 (set forth the amount on which 
          the filing fee is calculated and state how it was determined):

     4)   Proposed maximum aggregate value of transaction: ....................

     5)   Total fee paid: .....................................................

[X]  Fee paid previously with preliminary materials.

[ ]  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: .........................................................
<PAGE>
 
- --------------------------------------------------------------------------------
                   KMART INDEPENDENT SHAREHOLDERS' COMMITTEE 
- --------------------------------------------------------------------------------

                                                Contact: William Patterson (IBT)
                                                         (202) 624-8100        
                                                         Michael Zucker (UNITE)
                                                         (202) 785-6661         

For Immediate Release:
- ----------------------

   KMART INDEPENDENT SHAREHOLDERS' COMMITTEE DECLARES VICTORY IN EFFORTS TO 
  DEFEAT LONG-TERM DIRECTORS--TO CONTINUE CONTEST ON SHAREHOLDER RESOLUTIONS

April 15, 1996--Washington, DC: Declaring victory in their efforts to push long-
term Kmart directors off the Board, the Kmart Independent Shareholders'
Committee (the Committee) announced today that they were withdrawing Stephen
Hester's nomination for the Board of Directors. The Committee also announced
that they were continuing with their plans to run an independent solicitation to
de-stagger Kmart's Board, eliminate the retirement plan for non-employee
directors and to have the Board undertake a study to determine the feasibility
of a sale of the Company.

"Kmart has placed four new, independent directors on its Board since we first 
informed the Company on February 15th that Stephen Hester would be our nominee. 
It is clear that the Company got the message, and that there is no further 
reason for running Mr. Hester this year," said Michael Zucker, director of the 
Office of Corporate and Financial Affairs of the Union of Needletrades, 
Industrial and Textile Employees (UNITE). UNITE and the International 
Brotherhood of Teamsters comprise the Kmart Independent Shareholders' Committee.

On February 15, 1996 the Committee wrote to Kmart and informed the company of 
its intention to run Mr. Hester for a seat on the Board of Directors. Since that
time Kmart's Board elected the following new Directors:

James B. Adamson, who joined the Board on March 19 and will take the place of 
- ----------------
long-time director F. James McDonald following this year's Annual Meeting.
Robert D. Kennedy, who succeeded former Kmart Chairman Donald S. Perkins on 
- -----------------
March 19.
William P. Webber, who joined the Board on March 19 will take the place of 
- -----------------
long-time director David B. Harper following this year's Annual Meeting.
Stephen F. Bollenbach, who will join the Board on April 16 and succeed long-time
- ---------------------
director Gloria M. Shatto following this year's annual meeting.

"I was pleased by the support I received from many shareholders who contacted 
me, and I am very encouraged that my candidacy pushed Kmart forward in 
reconstituting its Board. Now we will have to wait and see if the new directors 
are prepared to increase their level of accountability by standing for election 
every year," said Stephen Hester.

The Kmart Annual Meeting will take place on Tuesday, May 21st.

                                     -30-

The following may be deemed to be "participants" in this solicitation: The Union
of Needletrades, Industrial and Textile Employees, owner of 100 shares of Kmart
Common Stock, and two of its employees, Michael R. Zucker and Hilary Johnson;
The International Brotherhood of Teamsters, owner of 290 shares of Kmart Common
Stock, and two of its employees, William Patterson, owner of 6 shares of Kmart
Common Stock, and Bartlett Naylor, owner of 200 shares of Kmart Common Stock.




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission