UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 9, 2006
SEARS HOLDINGS CORPORATION
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-51217 20-1920798
-------------------------------------------------------------------------------
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
3333 Beverly Road, Hoffman Estates, Illinois 60179
-------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's 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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13.e-4(c))
ITEM 8.01 OTHER EVENTS
On February 9, 2006, Sears Holdings Corporation issued a press release
announcing that it was mailing on that day its offer to acquire any and all of
the outstanding common shares of Sears Canada Inc., other than those already
held by Sears Holdings and its affiliates, for C$16.86 per share in cash. A copy
of the press release is attached as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS
(C) EXHIBITS
EXHIBIT NO. DESCRIPTION
Exhibit 99.1 Press Release dated February 9, 2006.
SIGNATURES
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.
SEARS HOLDINGS CORPORATION
Date: February 14, 2006
By: /s/ William K. Phelan
---------------------------------
Name: William K. Phelan
Title: Vice President and Controller
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit 99.1 Press Release dated February 9, 2006.