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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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[_] 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
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
KMART CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Notes:
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KMART INDEPENDENT SHAREHOLDERS' COMMITTEE
2100 L STREET, N.W., SUITE 210 WASHINGTON, D.C. 20037
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April 23, 1996
Dear Kmart Shareholder:
Enclosed is a copy of the proxy statement of the Kmart Independent
Shareholders' Committee. We ask that you take a moment to review these
materials.
In early February we informed Kmart management that we intended to nominate
an independent director to the Board of Directors. Since that time the Company
has responded by dramatically altering the composition of the Board: three
longtime Directors will not be standing for reelection, and four new independent
Directors have been nominated. Because of this introduction of new Directors,
we have decided to withdraw our nominee.
We will continue soliciting shareholders, however, on three important
issues. Our resolutions ask the Board to:
1. Take all steps necessary to declassify the Directors' terms of office
so each Director must stand for election annually;
2. Eliminate retirement benefits for Directors;
3. Direct management to prepare a study on the feasibility of a sale,
merger or other strategic options designed to enhance shareholder
value.
At last years' Annual Meeting, sixty percent of shareholders supported a
resolution to declassify Directors' terms of office. We believe Kmart should
take action that reflects the will of its shareholders on this matter.
All of these proposals are more fully disclosed in our proxy materials.
We believe that Kmart is at a crossroads. Now is the time for shareholders
to send a clear signal to our Board that we want increased accountability and a
full exploration of all options which can enhance shareholder value.
Please feel free to call us at (800) 292-1421 if you have any questions.
Thank you for your consideration.
Sincerely,
/s/ WILLIAM PATTERSON /s/ MICHAEL R. ZUCKER
William Patterson Michael R. Zucker
For the Kmart Independent Shareholders' Committee
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.
