Part III Narrative
This Part III Narrative supplements the Part III Narrative of the Original Form 12b-25 as
follows:
As previously reported, on October 15, 2019, the Bankruptcy Court entered an order, Docket No. 5370, confirming the Revised Modified
Second Amended Joint Chapter 11 Plan (the Revised Plan), copies of which were filed as Exhibit 2.1 to the Companys Current Report on 8-K dated October 21, 2019. Pursuant to the Revised
Plan, on the date that all conditions precedent set forth in the Revised Plan are satisfied or waived (the Effective Date), (i) the Companys common stock and warrants to purchase shares of common stock outstanding immediately
before the Effective Date will be cancelled and of no further force or effect after such date and (ii) the Liquidating Trust Assets (as defined under the Revised Plan) will be transferred to a liquidating trust in accordance with the Revised
Plan and the Company will be dissolved.
The Form 12b-25 filed by the Company on April 18, 2019 (the
Original 12b-25) stated that the Company would not file an Annual Report on Form 10-K for the fiscal year ended February 2, 2019 or any quarterly
reports on Form 10-Q for subsequent periods ended before confirmation of the Plan of Liquidation. However, because the Revised Plan has been confirmed but has not yet become effective, this Amendment
No. 1 is being filed to clarify that (i) the Company will not file periodic reports for periods ended on or before the Effective Date, but (ii) until the Effective Date, the Company will continue to file Current Reports on Form 8-K containing (a) disclosure of all material events in the Chapter 11 Cases and any other information required by the instructions to Form 8-K and (b) as exhibits,
the operating reports and any other documents that include unaudited financial information that are filed by the Company with the Bankruptcy Court.
Part IV (3) Explanation
This
Part IV (3) Explanation supplements the Part IV (3) Explanation of the Original Form 12b-25 as follows:
The Company continues to file operating reports with the Bankruptcy Court and include them as exhibits to its Current Reports on Form 8-K. The period covered by each of these operating reports filed since the Original 12b-25 filing and the date of the Companys corresponding Current Report on Form 8-K are listed below:
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Period of Operating Report
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Date of Form 8-K
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March 3 April 6, 2019
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May 3, 2019
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April 7 May 4, 2019
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June 17, 2019
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May 5 June 1, 2019
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July 17, 2019
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June 2 July 6, 2019
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September 30, 2019
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July 7 August 3, 2019
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October 21, 2019
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August 4 August 31, 2019
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October 21, 2019
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Documents filed on the docket of and other information related to the Chapter 11 Cases are available free of charge online at
https://restructuring.primeclerk.com/sears.
Cautionary Statement Regarding Forward-Looking Statements
Various statements in this Amendment No. 1 to Form 12b-25 or documents referred to herein, including those that
express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
Securities Act), Section 21E of the Securities Exchange Act of 1934, as amended and/or the Private Securities Litigation Reform Act of 1995, as applicable. All statements, other than statements of historical facts, included in this
filing that address activities, events or developments that the Company expects, believes, targets or anticipates will or may occur in the future are forward-looking statements. 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 the following: risks and uncertainties relating to the Chapter 11 Cases, including but not limited to risks relating to the Debtors
ability to satisfy (or obtain waivers of) the conditions precedent to the Effective Date and the Debtors ability to pay the Administrative Expense Claims (as defined under the Revised Plan) (as they may be reduced under section 1129(a)(9) of
the Bankruptcy Code and therefore whether and/or when the Effective Date