UNITED STATESSECURITIES AND EXCHANGE COMMISSION

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): July 8, 2005

 

SEARS HOLDINGS CORPORATION
(Exact name of registrant as specified in charter)

 

Delaware
(State or Other Jurisdiction
of Incorporation)

000-51217
(Commission File Number)

20-1920798
(IRS Employer
Identification No.)

  

  

3333 Beverly Road
Hoffman Estates, Illinois
(Address of principal executive offices)

60179
(Zip code)

  Registrant's telephone number, including area code: (847) 286-2500

  (Former name or former address, if changed since last report): Not Applicable

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 240.13e-4(c))

 

 

 

Section 7 -

Regulation FD

Item 7.01

Regulation FD Disclosure.
 

On July 8, 2005 the Registrant issued a press release with respect to an agreement between its subsidiary, Kmart Corporation, and Footstar, Inc. to resolve ongoing litigation regarding the agreement under which Footstar operates the footwear departments in Kmart stores. The press release is attached hereto as Exhibit 99.

Section 9 -

Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits.
 

(c) Exhibits

Exhibit 99 - Press release dated July 8, 2005.

 

 

 

 

 

 

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 thereunto duly authorized.

 

SEARS HOLDINGS CORPORATION

By:

 /s/William K. Phelan                      
William K. Phelan
Vice President and Controller

Date: July 8, 2005

 

 

 

Exhibit Index

99 Press release dated July 8, 2005.