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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
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(Name of Registrant as Specified In Its Charter)
KMART INDEPENDENT SHAREHOLDERS' COMMITTEE
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(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: .........................................................
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KMART INDEPENDENT SHAREHOLDERS' COMMITTEE
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April 16, 1996
ATTENTION KMART SHAREHOLDERS
THIS YEAR YOU HAVE A CHOICE. VOTE THE BLUE PROXY CARDS FOR REAL PROGRESS AT
KMART.
In the next few days you will receive proxy materials from the Kmart
Independent Shareholders' Committee. Please take a moment to read through these
materials and then mail back the BLUE proxy card. We urge you to vote for board
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accountability, for the elimination of Director retirement benefits, and for a
review of all potential avenues to increase shareholder value.
HELP PROMOTE BOARD ACCOUNTABILITY TO SHAREHOLDERS--VOTE FOR ANNUAL BOARD
ELECTIONS.
Last year 60.5% of shareholders voting at the annual meeting supported a
resolution to de-stagger the board of directors, according to Kmart's tabulation
rules. The staggered board is an anti-takeover device that entrenches directors
by shielding them from annual review. Given Kmart's poor performance, directors
should stand for election annually.
VOTE FOR AN END TO EXCESSIVE DIRECTOR PERKS--VOTE TO ELIMINATE DIRECTOR
RETIREMENT BENEFITS.
The Company proposes to continue retirement benefits for Board members this year
by shifting them from cash to stock. While this is a change for the better, it
is not necessary. Board members already receive an annual retainer worth $50,000
a year. This is more than enough to attract talented directors.
VOTE FOR THE BOARD TO REVIEW WHETHER A SALE OR MERGER OF THE COMPANY WOULD
INCREASE SHAREHOLDER VALUE NOW.
This year you can tell management that you've waited long enough for your Kmart
stock to be priced at what it is worth. It's time to review ALL OPTIONS. Vote
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for our proposal to push the Board to review all strategic options to increase
shareholder value.
DON'T WAIT FOR THINGS TO SLIDE DOWNWARD AGAIN AT KMART!
VOTE FOR ANNUAL BOARD ACCOUNTABILITY.
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VOTE FOR AN END TO DIRECTOR RETIREMENT BENEFITS.
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VOTE FOR A BETTER CHANCE TO INCREASE THE VALUE OF YOUR STOCK.
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VOTE THE BLUE PROXY CARD.
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Thank you for your support.
The Kmart Independent Shareholders Committee.*
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IF YOU ALREADY VOTED THE WHITE CARD, YOU CAN STILL VOTE THE BLUE CARD.
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ONLY YOUR LATEST DATED CARD WILL BE COUNTED.
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* The following individuals may be deemed to be "participants" in this
solicitation: The Union of Needletraders, 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.
FOR MORE INFORMATION CALL THE KMART INDEPENDENT
SHAREHOLDERS' COMMITTEE AT (800) 292-1421.
