SEARS HOLDINGS CORPORATION (Exact Name of Registrant As Specified in Its Charter)
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As filed with the Securities and Exchange Commission on August 1, 2011 Registration No. 333-173459 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SEARS HOLDINGS CORPORATION (Exact name of registrant as specified in its charter) Delaware 5311 20-1920798 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification Number) SEE TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS LISTED ON FOLLOWING PAGE 3333 Beverly Road Hoffman Estates, IL 60179 (847) 286-2500 (Address, including zip code, and telephone number, including area code, of each of the registrants’ principal executive offices) Dane A. Drobny, Esq. Senior Vice President, General Counsel and Secretary Sears Holdings Corporation 3333 Beverly Road Hoffman Estates, IL 60179 (847) 286-2500 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: James Cole, Jr., Esq. Wachtell, Lipton, Rosen & Katz 51 W. 52nd Street New York, NY 10019 (212) 403-1000 Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨ If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨ Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨ The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS State or Other Jurisdiction Primary Standard of Incorporation or Industrial Classification I.R.S. Employer Exact Name of Registrant as Specified in its Charter Organization Code Number Identification No. A&E Home Delivery, LLC * Delaware 7299 37-1500205 A&E Lawn & Garden, LLC * Delaware 7699 13-4275028 A&E Signature Service, LLC * Delaware 7699 37-1500204 California Builder Appliances, Inc.* Delaware 5722 68-0406327 Florida Builder Appliances, Inc.* Delaware 5722 36-3619133 KLC, Inc. * Texas 5921 75-2490839 Kmart.com LLC * Delaware 5961 77-0529022 Kmart Corporation * Michigan 5331 38-0729500 Kmart Holding Corporation * Delaware 5331 32-0073116 Kmart of Michigan, Inc. * Michigan 5331 38-3551696 Kmart of Washington LLC * Washington 5331 61-1448898 Kmart Stores of Illinois LLC * Illinois 5331 61-1448897 Kmart Stores of Texas LLC * Texas 5331 61-1448915 Lands’ End Direct Merchants, Inc.* Delaware 5699 39-1934877 Lands’ End, Inc.* Delaware 5961 36-2512786 MyGofer LLC * Delaware 5961 26-4005531 Private Brands, Ltd. * Delaware 5014 55-0544022 Sears Authorized Hometown Stores, LLC * Delaware 5991 26-2779641 Sears Brands Management Corporation * Delaware 5991 36-2555365 Sears Holdings Management Corporation * Delaware 7389 20-3592148 Sears Home Appliance Showrooms, LLC * Delaware 5722 26-4678499 Sears Home Improvement Products, Inc.* Pennsylvania 1521 25-1698591 Sears Outlet Stores, L.L.C.* Delaware 5722 26-2779573 Sears Protection Company * Illinois 7299 36-4471250 Sears Protection Company (Florida), L.L.C.* Florida 7299 20-0224239 Sears Roebuck Acceptance Corp.* Delaware 6153 51-0080535 Sears, Roebuck and Co. * New York 5311 36-1750680 Sears, Roebuck de Puerto Rico, Inc.* Delaware 5311 66-0233626 2 State or Other Jurisdiction Primary Standard of Incorporation or Industrial Classification I.R.S. Employer Exact Name of Registrant as Specified in its Charter Organization Code Number Identification No. SOE, Inc.* Delaware 5722 83-0399616 StarWest, LLC * Delaware 5722 37-1495379 * All subsidiary guarantor registrants have the following mailing address: c/o Sears Holdings Corporation 3333 Beverly Road Hoffman Estates, IL 60179 (847) 286-2500 3 EXPLANATORY NOTE The sole purpose of this Amendment No. 3 to the Registration Statement on Form S-4, initially filed with the United States Securities and Exchange Commission on April 12, 2011 (File No. 333-173459), is to file final executed versions of Exhibit 5.1, Exhibit 5.2, Exhibit 5.3, Exhibit 5.4, Exhibit 5.5, Exhibit 5.6, Exhibit 23.1, Exhibit 23.2, Exhibit 23.3, Exhibit 23.4, Exhibit 23.5 and Exhibit 23.6 to the Registration Statement. This Amendment No. 3 does not modify any provisions of the prospectus constituting Part I or Items 20 or 22 of the Registration Statement. Accordingly, this Amendment No. 3 does not include a copy of the prospectus. 4 SEARS HOLDINGS CORPORATION PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 20. Indemnification of Directors and Officers The Delaware Corporations Delaware General Corporate Law Pursuant to the Delaware General Corporation Law (the “DGCL”), a corporation may indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than a derivative action by or in the right of such corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or serving at the request of such corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The DGCL also permits indemnification by a corporation under similar circumstances for expenses (including attorneys’ fees) actually and reasonably incurred by such persons in connection with the defense or settlement of a derivative action or suit, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to such corporation unless the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. To the extent a present or former director or officer is successful in the defense of such an action, suit or proceeding, the corporation is required by the DGCL to indemnify such person for actual and reasonable expenses incurred thereby. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined that such person is not entitled to be so indemnified. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. The DGCL provides that the indemnification described above shall not be deemed exclusive of other indemnification that may be granted by a corporation pursuant to its by-laws, disinterested directors’ vote, stockholders’ vote, and agreement or otherwise. The DGCL also provides corporations with the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation