OSH 1 Liquidating Corp. Preferred Series A(fka OSHSQ)

[56Chevy]

Sears Holdings Corporation Board of Directors Approves Spin-Off of Its Interest in Orchard Supply Hardware Stores Corporation


HOFFMAN ESTATES, Ill., Dec. 12, 2011 /PRNewswire/ -- Sears Holdings Corporation ("Holdings," "we," "our" or the "Company") (NASDAQ: SHLD) today announced that its board of directors approved the spin-off ("spin-off") by Holdings of its interest in Orchard Supply Hardware Stores Corporation ("Orchard"). The Company will distribute all of the Orchard Class A Common Stock ("Class A Common Stock") and Orchard Series A Preferred Stock ("Preferred Stock") held by Holdings on a pro rata basis to holders of Holdings common stock. The distribution will be made on December 30, 2011 to Holdings' shareholders of record as of the close of business on December 16, 2011, the record date for the spin-off. Every 22.141777 shares of Holdings common stock held as of the close of business on the record date will entitle the holder to a distribution of one share of Class A Common Stock and one share of Preferred Stock. Fractional shares of Class A Common Stock and Preferred Stock will not be distributed. Instead, the distribution agent will aggregate fractional shares into whole shares, sell such whole shares in the open market at prevailing prices and distribute the net cash from proceeds from the sales to holders who otherwise would have been entitled to receive fractional shares in the distribution.

Following the spin-off, Holdings will continue to be listed on the NASDAQ Global Select Market under the symbol "SHLD," while Orchard expects to list its Class A Common Stock on the NASDAQ Capital Market under the symbol "OSH" and to have the Preferred Stock quoted on the OTCQB. We expect that on or about December 14, 2011 and through the distribution date, there will be two markets in Holdings common stock: a "regular-way" market and an "ex-distribution" market. Holdings common stock that trades on the regular-way market will trade with an entitlement to shares of Class A Common Stock and Preferred Stock on the distribution date. Shares that trade on the ex-distribution market will trade without an entitlement to shares of Class A Common Stock and Preferred Stock on the distribution date.

Holders of Holdings common stock as of the record date will not be required to make any payment, surrender or exchange any shares of Holdings common stock or take any other action to participate in the spin-off. A prospectus containing information regarding the procedures by which the distribution will be effected and other details of the transaction are contained in a registration statement filed by Orchard and available on the Securities and Exchange Commission's website at www.sec.gov.

http://ir.osh.com/phoenix.zhtml?c=250464&p=irol-newsArticle&ID=1638840&highlight=

*Nothing official has been released from the company however speculations by some are that OSH could be near bankruptcy. PPS of the OSH Preferred shares on 6/15/2013 was .75 I have no interest in these shares at this time.