As filed with the Securities and Exchange Commission on January ,
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)
The Savings and Profit Sharing Fund of
Sears Employees
(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:
312/875-3000
CALCULATION OF REGISTRATION FEE
Title of Securities to be registered:Common Shares, par value $0.75 per
share
Amount to be registered: 5,000,000 shares
Proposed maximum offering price per share*
Proposed maximum aggregate offering price:$226,562,500
Amount of registration fee: $78,125.00
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
*The 5,000,000 common shares being registered represent the maximum
number of shares which, it is anticipated, may be acquired by the Fund
during the approximate 12 month period following the initial offering
date under this Registration Statement and the filing fee has been
calculated pursuant to Rule 457(h) based on the average of the high and
low prices for Sears common shares on December 30, 1994 of $45.3125.
Pursuant to General Instruction E of Form S-8, the contents of
Registration Statement No. 33-51361 (filed December 8, 1993) are
incorporated by reference.
<PAGE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
Not applicable.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article V of the By-Laws of Sears, relating to indemnification of
directors and officers, is incorporated by reference to Exhibit 4(i)(H)
hereto.
Judgments or decrees rendered against the Fund, the Trustees, the
Investment Committee or other fiduciaries which are not based upon a
breach of fiduciary responsibility are to be satisfied from Fund assets
and not from assets of the Trustees, the Members of the Investment
Committee or other named fiduciaries.
The Trust Agreement between Sears and the Trustee provides that
the Trustee shall be indemnified, held harmless and promptly reimbursed
by Sears against all claims, liabilities, fines and penalties and all
expenses (including, but not limited to, attorney fees) reasonably
incurred by or imposed upon it which arise as a result of the Trustee's
actions or failures to act by reason of serving as Trustee, to the
extent lawfully allowable; provided that, notwithstanding the foregoing,
(a) the Trustee shall not be indemnified for its negligence, for willful
breach of responsibility, for actions or failures to act taken in bad
faith, or for any breach of ERISA and (b) the Company shall not
indemnify the Trustee for any such amount incurred through any
settlement or compromise of any action unless the Company consents in
writing to such settlement or compromise. The Trust Agreement also
provides that to the maximum extent permitted by law, none of the Plan
Administrator, any present or former Investment Committee member, nor
any person who is or was a director, officer, or employee of an
Employer, shall be personally liable for any act done or omitted to be
done in the administration of the Plan or this Trust Agreement, or the
investment of the Trust Fund, unless such person acted dishonestly. Any
employee to whom the Investment Committee, the Plan Administrator, or
the Company has delegated any portion of its responsibilities under the
Plan, any person who is or was a director or officer of an Employer, the
Plan Administrator, members and former members of the Investment
Committee, and each of them, shall, to the maximum extent permitted by
law, be indemnified and saved harmless by the Employers (to the extent
not indemnified and saved harmless under any liability insurance or
other indemnification arrangement with respect to the Fund or this Trust
Agreement) from and against any and all liability or claim of liability
to which they may be subjected by reason of any act done or to be done
in connection with the administration of the Plan or this Trust or the
investment of the Trust Fund, including all expenses reasonably incurred
in their defense if the Employers fail to provide such defense, unless
such person acted dishonestly.
The Trust Agreement between Sears and the ESOP Trustee of the Fund
provides for indemnification of the ESOP Trustee similar to that
provided to the Trustee.
The New York Business Corporation Law ("BCL") and the By-Laws of
Sears generally provide for the indemnification of any director or
officer of Sears who is or is threatened to be made a party to any
action because such person is or was a director or officer of Sears, or
because such person served another enterprise (including SIMCO and the
Fund) at the request of Sears, against judgments, fines, amounts paid in
settlement and expenses (including attorneys' fees) in connection with
such action, as limited by the BCL and the By-Laws in certain
circumstances depending upon the type of conduct involved and the nature
of the action. As authorized by the Delaware General Corporation Law
("GCL"), the by-laws of SIMCO, also provide for indemnification of
directors, officers, employees and agents of SIMCO in a manner generally
similar to that described above.
As authorized by the banking laws of the State of New York, the
by-laws of the Trustees generally provide indemnification to their
officers and directors that is substantially similar to the
indemnification provisions of Sears described above.
The BCL authorizes Sears and the Trustees, and the GCL authorizes
SIMCO, to purchase indemnification insurance.
Sears has in effect insurance policies with total coverage of
$100,000,000 (subject to a deductible) which insure directors and
officers of Sears and of certain other entities (including SIMCO and the
Fund) against certain claims which are not indemnifiable by Sears, SIMCO
or the Fund.
Sears also has in effect insurance policies with total coverage of
$75,000,000 (subject to a deductible) which provide for the payment by
the insurer of amounts, excluding certain fines and penalties which are
legally uninsurable and certain other matters, which Sears, certain
other entities (including SIMCO and the Fund), or their officers,
directors or employees become obligated to pay by reason of any claim
based upon an act or omission in the management or administration of
certain employee benefit plans (including the Fund) sponsored by Sears
and certain subsidiaries of Sears.
The Trustee has insurance in effect with total coverage of
$60,000,000 (subject to a deductible) which insures directors and
officers of the Trustee against certain claims which are not
indemnifiable by the Trustee. The Trustee also has its own bankers
blanket bond of $150,000,000 (subject to a deductible) insuring it
against robbery, theft, fidelity and mysterious disappearance. An
additional $50,000,000 policy (subject to a deductible) acts as excess
coverage over the blanket bond to provide protection for the loss of
customer securities in its custody. In addition, a professional
liability policy of $50,000,000 (subject to a deductible) is carried
which protects against legal liability for an act, error or omission
committed in the performance of professional services in connection with
trust operations.
The ESOP Trustee has in effect insurance policies with total
coverage of $125,000,000 (subject to a deductible) which insure the
officers and directors of the ESOP Trustee and of certain other entities
affiliated with the ESOP Trustee, against liabilities which are not
indemnifiable by the ESOP Trustee. This coverage provides insurance to
officers and directors for any "wrongful act" committed in their
capacities as officers and directors. "Wrongful act" is defined as any
actual or alleged error or misstatement or misleading statement or act
or omission or neglect or breach of duty of officers and directors while
acting in their individual or collective capacities, subject to standard
insurance policy exclusions. The ESOP Trustee has its own bankers
blanket bond of $100,000,000, and additional excess coverage of
$75,000,000, insuring it against robbery, theft, embezzlement, forgery,
computer crime and mysterious disappearance. An additional $75,000,000
policy acts as excess coverage to the blanket bond to provide protection
against the loss of customer securities in its custody or in transit.
The ESOP Trustee has in effect a professional liability policy of
$15,000,000, and additional excess coverage of $75,000,000, which
protects it against legal liability from any act, error or omission
committed in the performance of professional services in its corporate
trust operations.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits to this Registration Statement are listed in the
Exhibit Index beginning on page E-1 of this Registration Statement,
which Index is incorporated herein by reference.
The Registrant will submit the Fund document as amended and
restated as appears in Exhibit 4(i)(A), to the Internal Revenue Service
("IRS") in a timely manner and will make all changes required by the IRS
in order to qualify the Fund.
Item 9. Undertakings.
Not applicable.
<PAGE>
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 January 9, 1995.
SEARS, ROEBUCK AND CO.
By David Shute*
David Shute
Senior Vice
President,
General
Counsel
and Secretary
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 Chief Financial Officer
(Principal Financial Officer)
JAMES A. BLANDA* ..................Vice President and Controller
(Principal Accounting Officer)
January 9, 1995
HALL ADAMS, JR. * ................Director
WARREN L. BATTS* ................ Director
JAMES W. COZAD * ................ Director
WILLIAM E. LAMOTHE*...............Director
MICHAEL A. MILES*.................Director
SYBIL C. MOBLEY* ................ Director
NANCY C. REYNOLDS* .............. Director
CLARENCE B. ROGERS, JR*.......... Director
DONALD H. RUMSFELD* ............. Director
*By /s/ DAVID SHUTE as Attorney-in-Fact
David Shute
<PAGE> The Plan. Pursuant to the requirements of the Securities
Act of 1933, the administrators of The Savings and Profit Sharing Fund
of Sears Employees have duly caused this Registration Statement to be
signed on the Fund's behalf by the undersigned, thereunto duly
authorized, in the City of Chicago and the State of Illinois, on January
9, 1995.
THE SAVINGS AND PROFIT SHARING
FUND OF SEARS EMPLOYEES
By THE NORTHERN TRUST COMPANY OF
NEW YORK
Trustee under The Savings and
Profit Sharing Fund
of Sears
Employees
By /s/SUSAN M. SPALDING
Susan M. Spalding
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Signature Title
Date
/S/ BARRY H. PIKE
BARRY H. PIKE* _________________________________Profit Sharing Plan
Administrator
/S/ ANN C. IRVINE January 9, 1995
ANN C. IRVINE* _________________________________Treasurer
/S/ KARL J. KOENIG
KARL J. KOENIG* ________________________________Controller
<PAGE>
EXHIBIT INDEX
Exhibit
Number
4(i)(A) Text of the Fund as amended and restated effective as of
January 1, 1994 [Incorporated by reference to Exhibit 4(i)(A) to
Registration Statement No. 33-51361]
4(i)(B) Amendments to text of the Fund adopted by Board of
Directors of Sears, Roebuck and Co. on March 9, 1994 [Incorporated by
reference to Exhibit 99(a) to Annual Report on Form 10-K of Sears,
Roebuck and Co. for the year ended December 31, 1993 (SEC File No. 1-
416)]
4(i)(C) Amendments to text of the Fund adopted by Board of
Directors of Sears, Roebuck and Co. on November 9, 1994 [Incorporated by
reference to Exhibit 10(a) to Quarterly Report on Form 10-Q of Sears,
Roebuck and Co. for the quarter ended October 1, 1994 (SEC File No. 1-
416)]
4(i)(D) The Savings and Profit Sharing Fund of Sears Employees
Trust Agreement as amended and restated effective as of January 1, 1995
[Incorporated by reference to Exhibit 10(c) to the Quarterly Report on
Form 10-Q of Sears, Roebuck and Co. for the quarter ended October 1,
1994 (SEC File No. 1-416)]
4(i)(E) Sears, Roebuck and Co. Employee Stock Ownership Trust, as
amended and restated effective as of November 15, 1994 [Incorporated by
reference to Exhibit 10(d) to the Quarterly Report on Form 10-Q of
Sears, Roebuck and Co. for the quarter ended October 1, 1994 (SEC File
No. 1-416)]
4(i)(F) Restated Certificate of Incorporation of Sears, Roebuck and
Co. as amended and restated to February 25, 1992 [Incorporated by
reference to Exhibit 4.5 to Registration Statement No. 33-46421]
4(i)(G) Certificate of Change of Restated Certificate of
Incorporation of Sears, Roebuck and Co., dated June 29, 1993*
4(i)(H) By-Laws of Sears, Roebuck and Co. as amended to May 12,
1994 [Incorporated by reference to Exhibit 3.(ii) to the Quarterly
Report on Form 10-Q of Sears, Roebuck and Co. for the quarter ended
April 2, 1994 (SEC File No. 1-416)]
15 Acknowledgement of Deloitte & Touche regarding unaudited
interim information*
23 Consent of Deloitte & Touche*
24(a) Power of Attorney of certain directors and officers
of Sears, Roebuck and Co.*
24(b) Power of Attorney of principal financial officer of Sears,
Roebuck and Co.*
28 Information from reports furnished to state insurance
regulatory authorities [Incorporated by reference to Exhibit 28 to
Annual Report on Form 10-K of The Allstate Corporation for the fiscal
year ended December 31, 1993 (SEC File No. 1-11840)]
* Filed herewith
<PAGE> Exhibit 4(i)(E)
Certificate of Change
of
Sears, Roebuck and Co.
under Section 805-A of the Business Corporation Law
Pursuant to the provisions of Section 805-A of the Business
Corporation Law ("BCL"), the undersigned David Shute, Senior Vice
President, General Counsel and Secretary of Sears, Roebuck and Co., and
Warren T. Grienenberger, its Assistant Secretary, hereby certify:
FIRST: That the name of the corporation is Sears, Roebuck and Co.
(the "Company").
SECOND: That the Certificate of Incorporation of the Company was
filed by the department of state on June 16, 1906.
THIRD: That Section 6.1 of the Certificate of Incorporation is
hereby amended and restated in its entirety as follows:
6.1 Office. The office of the Company is to be located in the County
of Westchester of the State of New York.
FOURTH: That the change was authorized pursuant to authorization of
the Board of Directors of the Company at a meeting duly held, pursuant
to Section 803(b)(1) of the BCL.
IN WITNESS WHEREOF, this Certificate has been signed this 28th day of
June, 1993.
SEARS, ROEBUCK AND CO.
/s/ DAVID SHUTE
_______________________________
DAVID SHUTE
Senior Vice President, General
Counsel and Secretary
/s/ WARREN F. GRIENENBERGER
______________________________
WARREN F. GRIENENBERGER
Assistant Secretary
<PAGE>
Exhibit 15
Deloitte & Touche LLP Telephone: (312) 946-3000
Two Prudential Plaza Facsimile: (312) 946-2600
180 North Stetson Avenue
Chicago, Illinois 60601-6779
Sears, Roebuck and Co.
Sears Tower
Chicago, IL
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 2, 1994 and March 31, 1993, July 2, 1994 and June 30, 1993
and October 1, 1994 and September 30, 1993, as indicated in our reports
dated May 13, 1994, August 13, 1994 and November 14, 1994, 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 2,
1994, July 2, 1994 and October 1, 1994, 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 or a
report prepared or certified by an accountant within the meaning of
Section 7 and 11 of that Act.
Deloitte & Touche LLP
January 9, 1995
Deloitte Touche
Tohmatsu
International<PAGE>
Exhibit 23
Deloitte & Touche LLP Telephone: (312) 946-3000
Two Prudential Plaza Facsimile: (312) 946-2600
180 North Stetson Avenue
Chicago, Illinois 60604-6779
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Sears, Roebuck and Co. and The Savings and Profit Sharing
Fund of Sears Employees on Form S-8 of our reports dated February 25,
1994 and April 14, 1994, 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, 1993 and in the Annual Report on Form 11-K of The
Savings and Profit Sharing Fund of Sears Employees for the year ended
December 31, 1993, respectively. We also consent to the reference to us
under the heading "Experts" in the Prospectus, which is a part of this
Registration Statement.
Deloitte & Touche LLP
January 9, 1995
Deloitte Touche
Tohmatsu
International<PAGE>
Exhibit 24(a)
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, EDWARD M. LIDDY, 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
any and all acts and things which said attorneys and agents, or any of
them, deem advisable to enable the Company and THE SAVINGS AND PROFIT
SHARING FUND OF SEARS EMPLOYEES (the "Fund") 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 thereto, in connection with the registration under said
Securities Act of
(a) common shares of the Company acquired or to be acquired by
the Fund for its participants, and
(b) participations in the Fund to be offered to employees upon
becoming eligible for participation,
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 of said common shares of the Company and participations in the
Fund, and to the prospectus or any amendment, supplement or revision
thereof, which is a part of said registration statement or any amendment
or post-effective amendment to said registration statement;
(ii) any amendment or post-effective amendment as shall be
necessary or appropriate to any registration statement heretofore filed
under the Securities Act with respect to common shares of the Company
and participations in the Fund; and
(iii) said prospectus or any amendment, supplement or revision
thereof which is a part of any registration statement (or any amendment
or post-effective amendment thereto) heretofore filed under said
Securities Act with respect to common shares of the Company and
participations in the Fund;
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 these
presents, this 10th day of August, 1994.
Name TITLE
/S/EDWARD A. BRENNAN
_________________________ Director, Chairman of the
Edward A. Brennan Board and Chief Executive
Officer (Principal Executive
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/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, JR.
_________________________ Director
Clarence B. Rogers, Jr.
/S/DONALD H. RUMSFELD
_________________________ Director
Donald H. Rumsfeld
<PAGE>
Exhibit 24(b)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer of
SEARS, ROEBUCK AND CO., a New York corporation (the "Company"), does
hereby constitute and appoint EDWARD A. BRENNAN, 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
any and all acts and things which said attorneys and agents, or any of
them, deem advisable to enable the Company and THE SAVINGS AND PROFIT
SHARING FUND OF SEARS EMPLOYEES (the "Fund") 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 thereto, in connection with the registration under said
Securities Act of
(a) common shares of the Company acquired or to be acquired by
the Fund for its participants, and
(b) participations in the Fund to be offered to employees upon
becoming eligible for participation,
including specifically, but without limitation of the general authority
hereby granted, the power and authority to sign his name as an officer
of the Company to
(i) the registration statement, or any amendment, post-
effective amendment or papers supplemental thereto, to be filed in
respect of said common shares of the Company and participations in the
Fund, and to the prospectus or any amendment, supplement or revision
thereof, which is a part of said registration statement or any amendment
or post-effective amendment to said registration statement;
(ii) any amendment or post-effective amendment as shall be
necessary or appropriate to any registration statement heretofore filed
under the Securities Act with respect to common shares of the Company
and participations in the Fund; and
(iii) said prospectus or any amendment, supplement or revision
thereof which is a part of any registration statement (or any amendment
or post-effective amendment thereto) heretofore filed under said
Securities Act with respect to common shares of the Company and
participations in the Fund;
and 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, the undersigned has subscribed these presents,
this 4th day of January, 1995.
/s/JAMES M. DENNY
_______________________ Vice Chairman and Acting Chief
James M. Denny Financial Officer (Principal
Financial Officer)
<PAGE>
SEARS, ROEBUCK AND CO.
SEARS TOWER
CHICAGO, ILLINOIS 60684
VENRICE R. PALMER
CORPORATE
LAW DEPARTMENT
Senior Counsel
312/875-9238
312/875-9851 (facsimile)
VIA EDGAR
January 9, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
RE: Sears, Roebuck and Co. and
The Savings and Profit Sharing Fund
of Sears Employees
Registration Statement on Form S-8
Dear Sir or Madam:
Enclosed is the above registration statement. The filing fee was
paid by two wire transfers to the lockbox, one which was sent on January
6, 1995 and an additional incremental amount which was sent today to
correct an erroneous computation in the first fee.
Sincerely,
/s/ VENRICE R. PALMER
Venrice R. Palmer
enclosure
