As filed with the Securities and Exchange Commission on April 26, 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.)
Sears Tower, Chicago, Illinois 60684
(Address of principal executive offices) (Zip Code)
1990 Employees Stock Plan
1994 Employees Stock Plan
(Full title of the plan)
David Shute, Esq.
Senior Vice President, General Counsel
and 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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S>
<C> <C> <C> <C>
Proposed maximum Proposed maximum Amount of
Title of Securities Amount to be offering price aggregate offering registration
to be registered registered per share price fee
______________________________________________________________________________________________________
_
Common Shares, par
value $0.75 per share....13,233,127 shares $_____* $______________* $230,388.35*
<FN>
* 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: 8,493,371 shares
at $51.75 per share, the average of the high and low reported sale prices on April 19, 1995,
and 4,044,092 shares and 695,664 shares at $48.57 and $46.25, respectively, the prices at which
options were granted.
</TABLE>
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) and 33-
45479 (filed February 4, 1992).
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therein is modified, superseded or replaced by a statement or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) Sears
Current Reports on Form 8-K for January 17, February 7 and April 20, 1995;
(3) the proxy statement dated February 21, 1995 relating to a Special Meeting
of Shareholders on March 31, 1995 to consider and vote on a proposal that
provides for the distribution to the holders of Sears common shares of
all of the common stock of The Allstate Corporation that is owned by
Sears, filed by Sears with the Commission pursuant Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") 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).
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 Department, of Sears.
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 Annual Report on Form 10-K for the year ended
December 31, 1994. 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;
(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 the City of Chicago,
State of Illinois, on April 26, 1995.
SEARS, ROEBUCK AND CO.
By: Alice M. Peterson*
Alice M. Peterson
Vice President and
Treasurer
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
EDWARD A. BRENNAN* ...........Director, Chairman of
the Board of Directors and
Chief Executive Officer
(Principal Executive
Officer)
JAMES M. DENNY................Vice Chairman and Acting April 26, 1995
Chief Financial Officer
(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
ARTHUR C. MARTINEZ* ........ Director
MICHAEL A. MILES* .......... Director
SYBIL C. MOBLEY* ........... Director
NANCY C. REYNOLDS* ......... Director
CLARENCE B. ROGERS, JR*..... Director
DONALD H. RUMSFELD* ........ Director
*By /s/ ALICE M. PETERSON Individually and as
Alice M. Peterson Attorney-in-fact
EXHIBIT INDEX
Exhibit
Number
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 February 7,
1995 (Incorporated by reference to Exhibit 3(ii) to the Annual Report on
Form 10-K of Sears, Roebuck and Co. for the year ended December 31, 1994
[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.*
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.*
28 Information from reports furnished to state insurance
regulatory authorities (Schedule P of the Annual Statements, including
information formerly included in Schedule O) (Incorporated by reference
to Exhibit 28 to The Allstate Corporation's Annual Report on Form 10-K
for the year ended December 31, 1994 [SEC File No. 1-11840]).
* Filed herewith
EXHIBIT 5
April 26, 1995
Sears, Roebuck and Co.
Sears Tower
Chicago, Illinois 60684
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 April 20, 1995 in connection with the
registration under the Securities Act of 1933, as amended, of
13,233,127 common shares, $0.75 par value, of the Company
issuable pursuant to the Company's 1990 and 1994 Employees
Stock Plans and the Prospectus for use in connection
therewith relating to 19,986,532 common shares, $0.75 par
value (the "Common Shares") of the Company issuable under the
Company's 1994 Employees Stock Plan, 1990 Employees Stock
Plan, 1986 Employees Stock Plan, 1982 Employees Stock Plan
and 1978 Employes Stock Plan (collectively, 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 issued 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
Senior Counsel
Corporate Law Department
Sears, Roebuck and Co.
EXHIBIT 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
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 (which expresses an
unqualified opinion and includes an explanatory paragraph
relating to the Company changing its accounting for certain
investments in debt securities in 1993 and postretirement
benefits in 1992) appearing in [and incorporated by reference
in] the Annual Report on Form 10-K of Sears, Roebuck and Co.
for the year ended December 31, 1994, and to the reference to
us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Chicago, Illinois
April 20, 1995
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/Edward A. Brennan Director, Chairman of the
Edward A. Brennan Board of Directors, President
and Chief Executive Officer
(Principal Executive Officer)
/S/James M. Denny Vice Chairman and Acting Chief
James M. Denny Financial Officer (Principal Financial
Officer)
/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/Arthur C. Martinez Director
Arthur C. Martinez
/S/Michael A. Miles Director
Michael A. Miles
/S/Sybil C. Mobley Director
Sybil C. Mobley
/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
