Amended Current Report Filing (8-k/a)
December 18 2018 - 4:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
October 15, 2018
Date of Report (Date of Earliest Event Reported)
SEARS
HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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000-51217,
001-36693
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20-1920798
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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3333 Beverly Road
Hoffman Estates, Illinois 60179
(Address Of Principal Executive Offices, including Zip Code)
Registrants Telephone Number, Including Area Code: (847)
286-2500
Not Applicable
(Former
Name or Former Address, If Changed Since Last Report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth
company ☐
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
This Current Report on Form
8-K/A
(this Amendment) amends the Current Report on Form
8-K
filed by Sears Holdings Corporation (the Company) on October 15, 2018 (the Original Form
8-K),
announcing, among other things, the filing of a
motion to commence going out of business sales at 142 unprofitable stores that the Company expects to close near the end of the Companys 2018 fiscal year under Item 2.05. Costs Associated with Exit or Disposal Activities. At such
time, the Company was unable to provide a good faith estimate of the amount, nature or timing of restructuring and impairment charges that would be incurred as a result of those actions. The Company is filing this Current Report on Form
8-K/A
to amend the Original Form
8-K
to supplement the disclosures made therein under Item 2.05. No other amendments to the Original Form
8-K
are being made by this Amendment.
Item 2.05.
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Costs Associated with Exit or Disposal Activities.
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The Company expects to incur charges of approximately $443 million, including $81 million in markdowns, $9 million in severance costs,
$335 million in lease termination costs, $12 million in other charges, and $6 million in depreciation, in the third and fourth fiscal quarters of 2018 as a result of the store closures announced on October 15, 2018. The estimated
amount for lease termination costs includes leases that may be rejected pursuant to the Companys proceedings under chapter 11 of title 11 of the United States Code and is based on contractual future rent payments and does not include any
adjustment to reduce the amount to the expected allowed claims as the damages from the possible rejection of such leases cannot currently be estimated.
The charges recorded by the Company for the third quarter ended November 3, 2018 are reflected in Note 4 to Condensed Consolidated Financial Statements
under the heading Store Closings and Severance in the Companys Quarterly Report on Form
10-Q
for the Quarterly Period ended November 3, 2018, filed by the Company on December 13,
2018 (the Third Quarter
10-Q).
The forward-looking statements contained herein, including those
relating to the charges described above, involve risks and uncertainties. The Companys actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors, which
include economic and other conditions as well as those related to the Companys proceedings under chapter 11 of title 11 of the United States Code, including as described in the Third Quarter
10-Q.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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SEARS HOLDINGS CORPORATION
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By:
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/s/ Robert A. Riecker
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Robert A. Riecker
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Member of the Office of the Chief Executive and Chief Financial Officer
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Dated: December 18, 2018
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