Troy, MI and Hoffman Estates, IL, February 21--Sears and Kmart said that the registration statement filed with the Securities and Exchange Commission in connection with the proposed merger has been declared effective.
The joint proxy statement is being mailed to both companies' shareholders beginning Tuesday, February 22, 2005.
Sears, Roebuck and Kmart will hold special meetings of their shareholders on March 24, 2005 to vote on the companies' proposed merger.
The merger is subject to approval by both Kmart's and Sears, Roebuck's shareholders and customary closing conditions. The members of the Board of Directors upon the completion of the merger will be as follows:
Edward S. Lampert - Chairman Kmart Holding Corporation
Alan J. Lacy - Chairman of the Board, President and Chief Executive Officer of Sears, Roebuck and Co.
Aylwin B. Lewis - President and Chief Executive Officer of Kmart
Ann N. Reese - Founder and Executive Director of Center for Adoption Policy Studies and former Chief Financial Officer of ITT Corp.
Steven T. Mnuchin - Chairman and Co-Chief Executive Officer of Dune Capital Management LP
William C. Crowley - Senior Vice President, Finance of Kmart
Julian C. Day - Former President and Chief Executive Officer of Kmart
Michael A. Miles - Former Chairman of the Board and Chief Executive Officer of Philip Morris Companies Inc.
Donald J. Carty - Former Chairman of the Board and Chief Executive Officer of AMR Corporation and American Airlines, Inc.
Thomas J. Tisch - Managing Partner of Four Partners, a private investment firm
The company also announced today that the new stock symbol for Sears Holdings Corporation will be "SHLD."
The companies previously announced that Sears Holdings stock will trade on the Nasdaq National Market.
In addition, Sears Holdings said that Mr. Crowley will assume the additional responsibility of chief financial officer of Sears Holdings Corporation upon the closing of the merger. Glenn R. Richter, executive vice president and chief financial officer of Sears, Roebuck, will leave the company upon completion of the merger to pursue other professional opportunities.
Edward S. Lampert, chairman of Kmart, and Alan J. Lacy, current chairman and chief executive officer of Sears, Roebuck, thanked their respective boards for their support in establishing the board structure of the merged company.
