<PAGE> 1
Registration No. 333--
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------------
KMART CORPORATION
(Exact number of issuer as specified in its charter)
Michigan
(State or other jurisdiction 38-0729500
of incorporation or organization) (I.R.S. Employer Identification No.)
3100 West Big Beaver Road, Troy, Michigan 48084
(Address of Principal Executive Offices) (Zip Code)
Hall Stock Option
(Full title of the plans)
A. N. Palizzi
Executive Vice President and General Counsel
Kmart Corporation
3100 West Big Beaver Road
Troy, Michigan 48084
(Name and Address of agent for service)
Telephone number, including area code, of agent of service:
248-643-1000
Copies of Communications to:
Verne C. Hampton II
Dickinson Wright PLLC
500 Woodward, Suite 4000
Detroit, Michigan 48226
Approximate date of proposed public offering:
As soon as practicable after the effective date of this Registration Statement
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed
Title of Securities Amount to be Offering Price Per Maximum Aggregate Amount of
to be Registered Registered Share* Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock ($1 950,000 $18 1/8 $17,218,750 $5,080
par value)...... shs.
</TABLE>
*Based upon the market price on August 12, 1998
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
ITEM 3.
Kmart Corporation (the "Company) hereby incorporates by reference in this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):
1. The Company's Annual Report on Form 10-K for the year ended January
28, 1998.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
April 29, 1998.
3. The description of the Common Stock, $1.00 par value, of the
Company set forth in the Prospectus of the Company dated June 6, 1996
which was part of Amendment No. 1 to Registration Statement No.
33-64905.
All documents subsequently filed with the Commission by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated herein by reference and
to be a part hereof from the dates of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Bylaws and the Michigan Business Corporation Act permit the
Company's officers and directors to be indemnified under certain
circumstances for expenses and in some instances, for judgments, fines or
amounts paid in settlement of civil, criminal, administrative and
investigative suits or proceedings, including those involving alleged
violations of the Securities Act of 1933, as amended (the "Act"). In
addition, the Company maintains directors' and officers' liability insurance
which, under certain circumstances, would cover alleged violations of the
Act. Insofar as indemnification for liabilities arising under the Act may
be permitted to officers and directors pursuant to the foregoing provisions,
the Company has been informed that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. Therefore in the
event that a claim for such indemnification is asserted by any officer or
director, the Company (except insofar as such claim seeks reimbursement by
the Company of the expenses paid or incurred by an officer or director in
the successful defense of any action, suit or proceeding) will, unless the
matter has heretofore been adjudicated by precedent deemed by the Company to
be controlling, submit to a court of appropriate jurisdiction the question
of whether or not the indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
<PAGE> 3
ITEM 8. EXHIBITS
The following exhibits are filed herewith:
Exhibit
Number Exhibit
------- -------
5 Opinion and consent of Dickinson Wright PLLC
24 Consent of PricewaterhouseCoopers LLP
28(a) Hall Option Agreement
ITEM 9. UNDERTAKINGS
The undersigned Company hereby undertakes: 1. To file, during any period
in which offers or sales are being made, a post-effective amendment to this
Registration Statement: (i) to include any Prospectus required by Section
10(a) (3) of the Securities Act of 1933; (ii) to reflect in the Prospectus
any facts or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement. (2) That, for purposes of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof. (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company, in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether or not such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement or amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Troy and State of
Michigan on August 12, 1998.
KMART CORPORATION
By /s/ Floyd Hall
-------------------
(Floyd Hall)
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities indicated on August 12, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE SIGNATURE TITLE
<S> <C> <C> <C>
/s/ Floyd Hall Chairman of the Board,
- ----------------------------- President and Chief Executive
(Floyd Hall) Officer (Principal Executive
Officer) and Director
/s/ Martin E. Welch III Senior Vice President and Chief
- ----------------------------- Financial Officer (Principal
(Martin E. Welch III) Financial Officer)
/s/ William C. Najdecki Vice President, Controller
- ----------------------------- (Principal Accounting Officer)
(William C. Najdecki)
Director /s/ Joseph P. Flannery Director
- ----------------------------- -----------------------------
(James B. Adamson) (Joseph P. Flannery)
/s/ Lilyan H. Affinito Director /s/ Robert Kennedy Director
- ----------------------------- -----------------------------
(Lilyan H. Affinito) (Robert Kennedy)
/s/ Stephen F. Bollenbach Director /s/ J. Richard Munro Director
- ----------------------------- -----------------------------
(Stephen F. Bollenbach) (J. Richard Munro)
/s/ Joseph A. Califano, Jr. Director /s/ Robin B. Smith Director
- ----------------------------- -----------------------------
(Joseph A. Califano, Jr.) (Robin B. Smith)
/s/ Richard G. Cline Director
- ----------------------------- /s/ James O. Welch, Jr. Director
(Richard G. Cline) -----------------------------
(James O. Welch, Jr.)
/s/ Willie D. Davis Director /s/ William P. Weber Director
- ----------------------------- ----------------------------
(Willie D. Davis) (William P. Weber)
</TABLE>
<PAGE> 5
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------- -------
5 Opinion and consent of Dickinson Wright PLLC
24 Consent of PricewaterhouseCoopers LLP
28(a) Hall Option Agreement
<PAGE> 1
[DICKINSON WRIGHT LLP LETTERHEAD]
August 12, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Kmart Corporation
Hall Stock Option Agreement
Registration Statement on Form S-8
Gentlemen:
As counsel for Kmart Corporation, a Michigan corporation (the
"Corporation"), we are familiar with the corporate affairs of the Corporation
and particularly with the corporate proceedings relating to the entering into
of a Stock Option Agreement with Floyd Hall (the "Option Agreement").
The Option Agreement was duly and legally approved by the Corporation.
Based on the above, we are of the opinion that:
1. The Corporation duly and validly has approved
the Option Agreement taking all necessary
corporate action for that purpose.
2. The shares of Common Stock of the
Corporation covered by the Option Agreement
have been duly authorized and when
issued pursuant to the Option Agreement
will be validly issued, fully paid and
non-assessable and no personal liability
will attach to the holder thereof.
3. The Option Agreement is not subject to the
Employee Retirement Income Security Act of 1974,
as amended.
Very truly yours,
DICKINSON WRIGHT PLLC
Exhibit 5
<PAGE> 1
EXHIBIT 24
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 3, 1998, which
appears on page 21 of the 1997 Annual Report to Shareholders of Kmart
Corporation and its subsidiary companies, which is incorporated by reference in
Kmart Corporation's Annual Report on Form 10-K for the year ended January 28,
1998.
PricewaterhouseCoopers LLP
August 12, 1998
<PAGE> 1
EXHIBIT 28A
NOTICE OF STOCK OPTION
GRANTED JUNE 4, 1995
("Grant Notice")
To Floyd Hall:
You are hereby granted a Nonqualified Stock Option to purchase 950,000
shares of Common Stock of Kmart Corporation (the "Company") at $12.75 per
shares.
1. Subject to the provisions of Paragraphs 3 and 4 below, this option
shall become vested and exercisable on June 4, 1998.
2. This option, unless sooner terminated or exercised in full, shall
expire on June 3, 2005.
3. If your employment is terminated prior to June 4, 1998 without
Cause or there is a Constructive Termination Without Cause (as such capitalized
terms are defined in the employment agreement dated as of June 4, 1995 between
the Company and you (the "Employment Agreement")), this option shall
immediately become vested and exercisable in full and shall continue to be
exercisable until its scheduled expiration date under Paragraph 2 above or, if
sooner, its exercise in full. If your employment is terminated prior to June
4, 1998 due to death or Disability (as such capitalized term is defined in the
Employment Agreement), this option shall immediately become vested and
exercisable in full and shall continue to be exercisable until the
third anniversary of such termination, at which time it shall terminate. If
your employment is terminated prior to June 4, 1998 pursuant to Section 10(c) or
10(f) of the Employment Agreement, this option shall be immediately forfeited.
Termination of your employment for any reason on or after June 4, 1998 shall
not affect this option. Notwithstanding anything to the contrary in this
Paragraph 3, if you violate the provisions of Section 11 of the Employment
Agreement prior to June 4, 1998, this option shall be immediately forfeited.
4. In the event of a Change in Control (as defined in the Employment
Agreement), this option shall immediately become vested and exercisable in full
and shall continue to be exercisable until its scheduled expiration date under
Paragraph 2 above or, if sooner, its exercise in full. Termination of your
employment for any reason following such Change in Control shall not affect
this option.
5. The option price for the shares for which this option is exercised
by you shall be paid by you, on the date the option is exercised, in cash, in
shares of Common Stock owned by you or a combination of the foregoing. Any
share of Common Stock delivered in payment of the option price shall be valued
at its "fair market value." For purposes of this paragraph, "fair market
value" shall mean the average of the high and low prices of the Common Stock on
the New York Stock Exchange on the date of exercise. If the Common Stock is
not traded on such date, then such average of the high and low prices on the
immediately preceding date on which Common Stock is traded shall be used.
6. This option shall not be treated as an incentive stock option
under the Internal Revenue Code.
7. This option shall be exercisable during your lifetime only by you
in accordance with the terms of the Plan and shall not be assignable or
transferable except by will or the laws of descent and distribution. If you
die or become disabled, any shares issuable upon exercise of this option shall
in the case of death be issued to the legal representative of your estate, and
may in the case of disability be issued to your legal representative or
guardian.
<PAGE> 2
The Committee may require an indemnity and/or such evidence or other assurances
as it may deem necessary prior to such issuance.
8. The obligation of the Company to sell and deliver any stock under
this option is specifically subject to all applicable laws, rules, regulations
and required governmental approvals. The Company shall use its reasonable best
efforts to obtain such approvals as promptly as practicable.
9. If the number of outstanding shares of Common Stock shall, at any
time, be increased or decreased or changed or converted into cash or other
property as a result of (a) any subdivision or consolidation of shares, stock
dividend, stock split, recapitalization, reclassification or similar capital
adjustment or (b) any combination, exchange of shares or similar event arising
from the Company's participation in any corporate merger, consolidation or
similar transaction in which the Company is the surviving entity and is not
substantially or completely liquidated, the number and kind of shares with
respect to which this option may thereafter be exercised and the exercise price
shall be appropriately adjusted. Any fractional shares resulting from such
adjustments shall be disregarded.
10. Prior to June 4, 1998 (or if this option becomes exercisable prior
to that date, then as promptly as practicable thereafter), the Company shall
file a registration statement on Form S-3 (or any successor form) with the
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933
(the "1933 Act") covering your resale of the shares issuable upon exercise of
this option and shall use its best efforts to cause such registration statement
to become effective as promptly as practicable and to maintain such
effectiveness until (a) two years following the exercise of this option in
full, (b) the sale by you of all the shares issuable upon exercise of this
option (or, if this option shall have expired, the sale by you of all the
shares issued upon exercise of this option) or (c) the expiration of this
option without its having been exercised, whichever is the earliest to occur.
Prior to selling any shares pursuant to such registration statement, you shall
consult with the Company as to whether there has been any material development
with respect to the Company that has not yet been reflected in such registra-
tion statement or the filings incorporated by such registration statement. If
in the Company's good faith judgment such a material development has occurred
and has not been so reflected, you shall refrain from any sales until the
Company has appropriately amended such registration statement, which the
Company shall do as soon as reasonably practicable in light of all the
circumstances. If you request registration or qualification of such shares
under any state blue sky law, the Company shall accomplish any such registra-
tion or qualification reasonably requested by you as promptly as practicable.
The Company shall indemnify you and any underwriter of the shares against any
cost or expense arising out of any untrue statement or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact
required to be stated in the registration statement. Notwithstanding the
foregoing, the Company shall use its reasonable best efforts to file a
registration statement on Form S-8 (or any successor form) with the SEC under
the 1933 Act covering the issuance of the shares issuable upon exercise of this
option and to maintain the effectiveness of such registration statement until
this option is exercised in full or expires. To the extent the Company does
so, the preceding provisions of this Paragraph 10 relating to a registration
statement on Form S-3 shall not be applicable.
11. Any notice by you to the Company hereunder shall be in writing and
shall be deemed duly given only upon receipt thereof by the Company at its
principal offices. Any notice by the Company to you shall be in writing and
shall be deemed duly given if mailed to you at the address last specified to
the Company by you.
<PAGE> 3
12. The validity and construction of this Grant Notice shall be
governed by the laws of the State of Michigan without reference to principles
of conflict of laws.
Kmart Corporation
By: A.N. PALIZZI
-----------------------------------------
A.N. PALIZZI, EXECUTIVE VICE PRESIDENT
Accepted and agreed:
FLOYD HALL
- -------------------
Floyd Hall
