As filed with the Securities and Exchange Commission on
November 16, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Sears, Roebuck and Co.
(Exact name of registrant as specified in its charter)
New York 36-1750680
(State of incorporation) (I.R.S. Employer Identification
No.)
3333 Beverly Road, Hoffman Estates, Illinois 60179
(Address of principal executive offices) (Zip Code)
1986 Employees Stock Plan
1990 Employees Stock Plan
1994 Employees Stock Plan
(Full title of the plan)
David Shute, Esq.
Senior Vice President, Law
and Corporate Secretary
Sears, Roebuck and Co.
Sears Tower
Chicago, Illinois 60684
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
312/875-2500
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities to to be maximum maximum regis-
be registered regis- offering aggregate tration
tered price per offering fee
share price
Common Shares, par
value $0.75 per
share 17,949,675 $ * $ * $108,579.93*
shares
* Pursuant to Rule 457(h), the proposed maximum offering
price per share, proposed maximum aggregate offering price and
registration fee have been calculated as follows: 9,104,533
shares at $38.1875 per share, the average of the high and low
reported sale prices on November 9, 1995, and 8,845,142 shares
at the prices at which options were granted as detailed below.
Number of Price per Number of Price per Number of Price per
shares share shares share shares share
149,681 $ 10.14 515,891 $ 11.57 354,326 $ 13.21
4,881 15.07 57,004 15.66 207,296 15.82
83 16.30 3,893 16.42 2,695 16.56
1,100 17.39 600,094 18.79 127,937 19.70
6,267 19.84 158,811 20.04 26,660 20.41
6,808 20.55 54,075 20.65 180,601 20.72
32,330 20.93 18,152 20.96 6,167 22.48
8,968 23.23 684,133 23.36 22,055 23.40
31,500 23.49 761 23.68 27,507 23.78
406,683 23.87 1,070 24.09 2,107 24.28
4,864,940 24.53 1,846 24.66 776 25.48
136,470 25.70 3,774 25.86 679 26.46
13,062 27.06 3,674 27.25 25,930 27.31
4,731 27.88 7,267 28.26 1,998 28.51
10,478 29.04 6,843 29.11 63,138 29.30
REGISTRATION STATEMENTS TO WHICH PROSPECTUS RELATES
Pursuant to Rule 429 of the General Rules and Regulations
under the Securities Act of 1933, the prospectus for use in
connection with the securities covered by this Registration
Statement also relates to Registration Statement Nos. 2-64879
(filed June 28, 1979), 2-80037 (filed September 12, 1983), 33-
18081 (filed October 23, 1987), 33-45479 (filed February 4,
1992) and 33-58851 (filed April 26, 1995).
<PAGE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents filed by Sears, Roebuck and Co.
("Sears") with the Securities and Exchange Commission
("Commission") are incorporated in and made a part of this
Registration Statement by reference, except to the extent that
any statement or information therein is modified, superseded
or replaced by a statement or information contained in any
other subsequently filed document incorporated herein by
reference: (1) Sears Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 (including the description
of Sears common shares in Item 5 on pages 35 and 36 therein);
(2) the Quarterly Reports on Form 10-Q for the quarterly
periods ended April 1, July 1 and September 30, 1995; (3)
Sears Current Reports on Form 8-K for January 17, February 7,
April 20, April 25, May 15, June 1 and June 20, 1995; and (4)
from the date of filing of such documents, all documents filed
by Sears with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a
post-effective amendment to the Registration Statement which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold (other
than those portions of such documents described in paragraphs
(i), (k) and (l) of Item 402 of Regulation S-K promulgated by
the Commission). Pursuant to Rule 412 promulgated by the
Commission pursuant to the Act, the information incorporated
by reference in the Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 under Items 6 (Selected Financial
Data), 7 (Management's Discussion and Analysis of Financial
Condition and Results of Operations) and 8 (Financial
Statements and Supplementary Data) has been superseded by the
restated financial information included in Sears Current
Report on Form 8-K for May 15, 1995 reflecting Sears Allstate
Insurance Group as discontinued operations.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the common shares is being passed upon
for Sears by Robert J. Pence, Senior Counsel, Corporate Law,
of Sears. At October 31, 1995, Mr. Pence owned 416 Sears
common shares, including shares credited to his account in The
Savings and Profit Sharing Fund of Sears Employees as of
September 30, 1995, and had options granted under the Sears
employees stock plans relating to 3,920 shares.
Item 6. Indemnification of Directors and Officers
Article V of the By-Laws of Sears, relating to
indemnification of directors and officers, is incorporated
herein by reference to Exhibit 3(ii) to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1995. Article 7 of the Restated Certificate of
Incorporation of Sears, relating to limitation of personal
liability of a director, is incorporated herein by reference
to Exhibit 3(i) to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994.
Sections 721 to 724 of the New York Business Corporation
Law authorize indemnification of directors and officers of
Sears for certain liabilities and expenses. Section 726 of
said Law authorizes the purchase of indemnification insurance.
Section 402(b) of said Law authorizes the limitation, in
certain circumstances, of personal liability of directors to
the corporation or its shareholders for damages for breach of
duty in such capacity.
Sears has in effect insurance policies in the amount of
$100 million covering all of its directors and officers in
certain instances where by law they may not be indemnified by
Sears.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The Exhibits to this Registration Statement are listed
in the Exhibit Index on page E-1 of this Registration
Statement, which Index is incorporated herein by reference.
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
the periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the provisions described in this Registration
Statement above, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by
a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Hoffman Estates,
State of Illinois, on November 16, 1995.
SEARS, ROEBUCK AND CO.
By James A. Blanda*
James A. Blanda
Vice President and
Controller
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated:
Signature Title Date
ARTHUR C. MARTINEZ*..... Director, Chairman of
the Board of Directors and
Chief Executive Officer
(Principal Executive
Officer)
ALAN J. LACY*........... Executive Vice President
and Chief Financial November 16, 1995
Principal Financial Officer)
JAMES A. BLANDA*........ Vice President and Controller
(Principal Accounting Officer)
HALL ADAMS, JR.* ....... Director
WARREN L. BATTS* ....... Director
JAMES A. COZAD* ........ Director
WILLIAM E. LAMOTHE* .... Director
MICHAEL A. MILES* ...... Director
NANCY C. REYNOLDS* ..... Director
CLARENCE B. ROGERS, JR*. Director
DONALD H. RUMSFELD* .... Director
*By /s/ JAMES A. BLANDA Individually and as
James A. Blanda Attorney-in-fact
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Page
3(i) Restated Certificate of Incorporation of Sears,
Roebuck and Co. as amended to July 26, 1993 (Incorporated by
reference to Exhibit 3(i) to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994 [SEC File No.
1-416]).
3(ii) By-Laws of Sears, Roebuck and Co. as amended to
September 26, 1995 (Incorporated by reference to Exhibit 3 to
the Quarterly Report on Form 10-Q of Sears, Roebuck and Co.
for the quarter ended September 30, 1995 [SEC File No. 1-
416]).
4(i)(a) Text of the 1990 Employees Stock Plan (Incorporated
by reference to Appendix A to the Registrant's proxy statement
dated March 22, 1990 [SEC File No. 1-416]).
4(i)(b) Text of the 1994 Employees Stock Plan (Incorporated
by reference to Appendix A to the Registrant's proxy statement
dated March 23, 1994 [SEC File No. 1-416]).
4(i)(c) Form of restricted stock grants under Registrant's
1990 Employees Stock Plan. (Incorporated by reference to
Exhibit 4(i) to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993 [SEC File No. 1-416]).
4(i)(d) Form of restricted stock grants under Registrant's
1994 Employees Stock Plan. (Incorporated by reference to
Exhibit 4(ii) to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1994 [SEC File No. 1-416]).
5 Opinion of Robert J. Pence.*
15 Acknowledgement of awareness from Deloitte & Touche
LLP concerning unaudited interim financial information.*
23(a) Consent of Deloitte & Touche LLP.*
23(b) Consent of Robert J. Pence (included in Exhibit 5).
24 Power of Attorney of certain officers and
directors.*
* Filed herewith
EXHIBIT 5
Robert J. Pence
Senior Counsel
Corporate Law
Dept. 966
Sears, Roebuck and Co.
3333 Beverly Road, B5-322A
Hoffman Estates, Illinois 60179
(708) 286-2823
Fax (708) 286-0959
November 16, 1995
Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, Illinois 60179
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by Sears, Roebuck
and Co. (the "Company") with the Securities and Exchange
Commission on or about November 16, 1995 in connection with
the registration under the Securities Act of 1933, as amended,
of 17,949,675 common shares, $0.75 par value, of the Company
issuable pursuant to the Company's 1986, 1990 and 1994
Employees Stock Plans (the "Plans"). I have examined
pertinent documents and records including the Plans and the
certificate of incorporation and by-laws of the Company, and I
have also made such other examination as I have deemed
necessary or appropriate as a basis for the opinion
hereinafter expressed.
I am of the opinion that the Common Shares to be issued
pursuant to the Plans, when certificates therefor are
delivered to participants in accordance with the terms
thereof, will be validly issued, fully paid and nonassessable,
and that (except for statutory claims by laborers, servants,
or employees for unpaid debts, wages or salaries, chargeable
against certain of the principal shareholders only in the
event of termination of listing and public trading in the
Company's shares) no personal liability for obligations of the
Company will attach to any holder of the Common Shares under
existing statutes of the State of New York, in which the
Company is incorporated.
I consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to me in the
Prospectus relating to this Registration Statement.
Very truly yours,
/s/ Robert J. Pence
Robert J. Pence
EXHIBIT 15
November 16, 1995
Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, Illinois
We have made a review, in accordance with standards
established by the American Institute of Certified Public
Accountants, of the unaudited interim financial information of
Sears, Roebuck and Co. for the periods ended April 1, 1995 and
April 2, 1994, July 1, 1995 and July 2, 1994, and September
30, 1995 and October 1, 1994, as indicated in our reports
dated May 15, 1995, August 14, 1995, and November 9, 1995,
respectively; because we did not perform an audit, we
expressed no opinion on that information.
We are aware that our reports referred to above, which were
included in your Quarterly Reports on Form 10-Q for the
quarters ended April 1, 1995, July 1, 1995, and September 30,
1995, are being used in this Registration Statement.
We are also aware that the aforementioned reports, pursuant to
Rule 436(c) under the Securities Act of 1933, are not
considered a part of the Registration Statement prepared or
certified by an accountant within the meaning of Sections 7
and 11 of that Act.
/s/ Deloitte & Touche LLP
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Sears, Roebuck and Co. on Form S-8
of our report dated February 24, 1995 (May 10, 1995 as to Note
4), which expresses an unqualified opinion and includes an
explanatory paragraph relating to the company changing its
accounting for postretirement benefits in 1992, appearing in
the Current Report on form 8-K of Sears, Roebuck and Co. dated
May 15, 1995. We also consent to the reference to us under
the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ Deloitte & Touche LLP
November 16, 1995
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the
undersigned, being a director or officer, or both, of SEARS,
ROEBUCK AND CO., a New York corporation (the "Company"), does
hereby constitute and appoint EDWARD A. BRENNAN, JAMES M.
DENNY, DAVID SHUTE, JAMES A. BLANDA and ALICE M. PETERSON,
with full power to each of them to act alone, as the true and
lawful attorneys and agents of the undersigned, with full
power of substitution and resubstitution to each of said
attorneys, to execute, file or deliver any and all
instruments and to do all acts and things said attorneys and
agents, or any of them, deem advisable to enable the Company
to comply with the Securities Act of 1933, as amended (the
"Securities Act"), and any requirements or regulations of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under said Securities Act of
common shares of the Company subject to the Company's 1994
EMPLOYEES STOCK PLAN, including specifically, but without
limitation of the general authority hereby granted, the power
and authority to sign his or her name as a director or
officer, or both, of the Company, as indicated below opposite
his or her signature to (i) the registration statement, or any
amendment, post-effective amendment or papers supplemental
thereto to be filed in respect to said common shares of the
Company; (ii) the prospectus or any amendment, supplement or
revision thereof to be filed with said registration statement
relating to employees stock plans of the Company; and (iii)
any amendment or post-effective amendment to any prior
registration statement relating to employees stock plans of
the Company; and each of the undersigned does hereby fully
ratify and confirm all that said attorneys and agents, or any
of them, or the substitute of any of them, shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has
subscribed his or her name, this 10th day of March, 1995.
NAME TITLE
/S/James A. Blanda Vice President and Controller
James A. Blanda (Principal Accounting Officer)
/S/Hall Adams, Jr. Director
Hall Adams, Jr.
/S/ Warren L. Batts Director
Warren L. Batts
/S/James W. Cozad Director
James W. Cozad
/S/William E. LaMothe Director
William E. LaMothe
/S/Michael A. Miles Director
Michael A. Miles
/S/Nancy C. Reynolds Director
Nancy C. Reynolds
/S/Clarence B. Rogers Director
Clarence B. Rogers, Jr.
/S/Donald H. Rumsfeld Director
Donald H. Rumsfeld
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the
undersigned, being a director or officer, or both, of SEARS,
ROEBUCK AND CO., a New York corporation (the "Company"), does
hereby constitute and appoint ARTHUR C. MARTINEZ, ALAN J.
LACY, DAVID SHUTE, JAMES A. BLANDA and ALICE M. PETERSON, with
full power to each of them to act alone, as the true and
lawful attorneys and agents of the undersigned, with full
power of substitution and resubstitution to each of said
attorneys, to execute, file or deliver any and all
instruments and to do all acts and things said attorneys and
agents, or any of them, deem advisable to enable the Company
to comply with the Securities Act of 1933, as amended (the
"Securities Act"), and any requirements or regulations of the
Securities and Exchange Commission in respect thereof, in
connection with the registration under said Securities Act of
common shares of the Company subject to the Company's 1994
EMPLOYEES STOCK PLAN, including specifically, but without
limitation of the general authority hereby granted, the power
and authority to sign his name as a director or officer, or
both, of the Company, as indicated below opposite his
signature to (i) the registration statement, or any amendment,
post-effective amendment or papers supplemental thereto to be
filed in respect to said common shares of the Company; (ii)
the prospectus or any amendment, supplement or revision
thereof to be filed with said registration statement relating
to employees stock plans of the Company; and (iii) any
amendment or post-effective amendment to any prior
registration statement relating to employees stock plans of
the Company; and each of the undersigned does hereby fully
ratify and confirm all that said attorneys and agents, or any
of them, or the substitute of any of them, shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has
subscribed his name, this 14th day of November, 1995.
NAME TITLE
/s/ Arthur C. Martinez_ Director, Chairman of the
Arthur C. Martinez Board of Directors,
President and Chief
Executive Officer
(Principal Executive Officer)
/s/ Alan J. Lacy Executive Vice President and
Alan J. Lacy Chief Financial Officer
(Principal Financial Officer)
