As filed with the Securities and Exchange Commission on
December 23, 1996 Registration No. ____________
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
(State or other jurisdiction of incorporation or organization)
36-1750680
(I.R.S. employer identification no.)
3333 Beverly Road
Hoffman Estates, Illinois 60179
847/286-2500
(Address of principal executive offices)
Sears, Roebuck and Co. Deferred Compensation Plan
(Full title of the Plan)
Michael D. Levin, Esq.
Senior Vice President, General Counsel and Secretary
Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, IL 60179
(847) 286-2500
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
_________________________________________________________________
CALCULATION OF REGISTRATION FEE
Title of securities to be registered: Deferred Compensation
Obligations
Amount to be registered (1): $7,200,000
Proposed Maximum offering price per unit: (1)
Proposed maximum aggregate offering price: $7,200,000
Amount of registration fee: $2,482.76(2)
_________________________________________________________________
(1) The Deferred Compensation Obligations are unsecured
obligations of Sears, Roebuck and Co. to pay deferred
compensation in the future in accordance with the terms of the
Sears, Roebuck and Co. Deferred Compensation Plan. The Deferred
Compensation Obligations being registered represent the maximum
amount of compensation deferrals which, it is anticipated, may
be made by Participants in the Plan under this Registration
Statement 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
thereon.
(2) Computed in accordance with Rule 457(h) under the Securities
Act of 1933, as amended (the "Securities Act"), solely for the
purpose of calculating the registration fee.
Pursuant to General Instruction E of Form S-8, the contents of
Registration Statement No. 33-64775 (filed December 6, 1995) are
incorporated by reference.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I
of Form S-8 will be sent or given to participating employees as
specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Securities Act"). These documents and the
documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
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.
The validity of the Obligations issuable under the Plan has been
passed upon for Sears by Venrice R. Palmer, Esq., Senior
Counsel, Law Department, of Sears. At October 31, 1996, Mr.
Palmer owned 371 Sears common shares credited to his account in
The Savings and Profit Sharing Fund of Sears Employees and had
options granted under Sears employee stock plans relating to
3545 common shares.
Item 6. Indemnification of Directors and Officers.
Not applicable.
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, which Exhibit Index is hereby
incorporated herein by reference.
Item 9. Undertakings.
Not applicable.
<PAGE>
SIGNATURES
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 this 23rd day of December, 1996.
SEARS, ROEBUCK AND CO.
By: /s/ MICHAEL D. LEVIN*
Michael D. Levin
Senior Vice President, General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registrant Statement has been signed by the following persons in
the capacities and on the date indicated.
Signature Title
/s/ARTHUR C. MARTINEZ* Director, Chairman of the
Arthur C. Martinez Board of Directors and Chief
Executive Officer
(Principal Executive Officer)
/s/ ALAN J. LACY* Executive Vice President
Alan J. Lacy and Chief 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/ MICHAEL A. MILES* Director
Michael A. Miles
/s/RICHARD C. NOTEBAERT* Director
Richard C. Notebaert
/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
/s/ DOROTHY A. TERRELL* Director
Dorothy A. Terrell
/s/ MICHAEL D. LEVIN (Attorney-in-Fact)
Michael D. Levin
Date: December 23, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Document
4.1 Sears, Roebuck and Co. Deferred Compensation
Plan, as amended and restated on October 9, 1996 (incorporated by
reference to Exhibit 10(b) to Quarterly Report on Form 10-Q of
the Registrant for the Quarter Ended September 28, 1996).
4.2 Sears, Roebuck and Co. Deferred Compensation
Plan election forms for 1997.
5 Opinion of Venrice R. Palmer, Esq.
15 Acknowledgment of Deloitte & Touche LLP
concerning unaudited interim financial information
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Venrice R. Palmer, Esq. (included
in the opinion filed as Exhibit No. 5).
24 Power of Attorney of certain directors and
officers of the Registrant.
Exhibit 4.2
Sears, Roebuck and Co.
Deferred Compensation Plan
Plan Year 1997
Enrollment Form Table of Contents
Form - A Election to Defer Compensation Form
Form - B Sub-account Election Form
Form - C Beneficiary Designation Form
Form - D Account Distribution Election Form
Form - E In-Service Account Distribution Election Form
Form - F Sub-account Transfer Request Form
The above forms are included in this Tab Section.
Plan Year 1997 Instructions
If You Currently Are Not A Participant
If you plan to defer compensation, you must submit forms A through D by
December 31, 1996. If you are nearing retirement, complete form D with
extreme care.
If you plan to defer compensation and would like an In-service Account
Distribution, you must submit Forms A through E, by December 31, 1996.
If You Currently Are A Participant
If you plan to defer compensation, you must submit forms A and B by
December 31, 1996.
Submit forms C or D only if you wish to make a change from your previous
election. Submit Form E at this time if you wish to make an in-service
account distribution election. Submit form F at this time only if you
wish to transfer your balance among sub-accounts. If you are nearing
retirement, please be aware that any change on form D must be submitted
at least 12 months prior to retirement.
<PAGE>
Sears, Roebuck and Co.
Deferred Compensation Plan
Plan Year 1997
Enrollment Form Checklist
Purpose: The purpose of this checklist is to provide general guidance
as to which forms must be completed and submitted for various deferred
compensation elections.
You Must
If You Are: And You Want To: Submit Form(s)
________________________________________________________________________
________________________________________________________________________
A new participant Elect to receive all A, B, C, D
who plans to defer distributions after
in 1997 retirement.
Elect an In-service A, B, C, D, E
Distribution prior
prior to your retirement.
________________________________________________________________________
________________________________________________________________________
An existing Leave your beneficiary A, B
participant and distribution
who plans to type as they are.
defer in 1997
Transfer your existing A, B, F
deferred compensation
sub-account balance.
Leave your beneficiary A, B, E
designation as it is,
and elect an In-Service
Distribution prior to
your retirement.
________________________________________________________________________
________________________________________________________________________
An existing Transfer your existing F
participant not deferred compensation
planning to balance to a different
defer in 1997 subaccount(s).
Leave your account as is. No forms to
submit
Change your beneficiar(ies) C
________________________________________________________________________
________________________________________________________________________
<PAGE>
Sears, Roebuck and Co.
Deferred Compensation Plan
Plan Year 1997
Form - A Election to Defer Compensation Form
Please use this form to make your election to defer one or more of the
following components of your total compensation. Only the amount of
total aggregate compensation in excess of $160,000 (IRS/Treasury amount
for 1997) may be deferred.
BASE SALARY: (select only one of the following)
$________ Dollar amount of base salary in excess of $160,000.
________% Percentage of the excess of my base salary above $160,000.
Note: The amount specified above will be withheld on a prorata basis
from each pay period during the year.
ANNUAL BONUS: (select only one of the following)
This election applies to your annual bonus you may earn during 1997 that
would be paid in 1998.
$________ Dollar amount from my 1997 annual bonus that would be paid
in 1998.
________% Percentage of my 1997 annual bonus that would be paid in
1998.
LONG-TERM INCENTIVE (if applicable): (select only one of the following)
This election applies to the 1997 portion of the Long-Term Incentive
Performance Plan payout. In years where performance cycles overlap,
this election appliees to the payout for both cycles.
$________ Dollar amount from my 1997 Long-Term Incentive.
________% Percentage of my 1997 Long-Term Incentive.
OTHER DEFERRALS: (select only one of the following)
This election applies to any special one-time bonuses you may earn
during 1997.
$________ Dollar amount from any 1997 special bonuses.
________% Percentage of any 1997 special bonuses.
Note: The amount you may defer in total, from one or more of your
elections above, is limited to your total compensation in excess of
$160,000.
________________________________________________________________________
By my signature below, I hereby acknowledge that I have read the
disclaimer on the back of this form.
________________________________________________________________________
______________________________ ________________
Participant Date
______________________________
Print Name
_________________________________________________________________
I hereby acknowledge:
1) that no change can be made in deferral election for the Plan Year
for which this notice form is being submitted. However, I may at any
time suspend participation in the Plan for the remainder of 1997 as to
deferrals of the salary component of compensation and deferrals of
salary under the Plan for that Plan Year will discontinue, starting with
salary earned in the month following the receipt by the committee or its
appointed representative of written notice of such suspension;
2) that this form must be submitted no later that the close of
business on December 31, 1996 for the requested deferral to be
effective; and
3) that I may obtain a copy of the documents incorporated into the
Prospectus relating to the Plan, upon oral or written request to the
Director of Investor Relations, Department 762.
___________________________________________________________________
<PAGE>
Sears, Roebuck and Co.
Deferred Compensation Plan
Plan Year 1997
Form - B Sub-account Election Form
Please credit my Deferred amounts to the following sub-account(s). I
understand that the following allocation is for compensation deferred in
the 1997 Plan Year. In making your selections you should refer to the
package of documents related to Sears that you received with this
binder.
________% Interest Bearing - SRAC Commercial Paper Rate
________% Sears Common Share Unit
________% Standard & Poor's 500 Composite Stock Price Index
________% Lehman Brothers Aggregate Bond Index
100%
A short description (1) of each fund follows as of October, 1996:
Interest Bearing --Amounts credited to this account will earn interest
based on the Sears Roebuck Acceptance Corp. cost of commercial paper.
SRAC's cost of commercial paper has varied from 5.367% to 5.808% for
1996 to date.
Sears Common Share Unit and Restricted Common Share Unit--Amounts
credited to this account shall be converted to Common Share units based
upon the Fair Market Value of Sears shares on the date of deposit.
Dividend equivalents will be credited on the dividend payment date.
Sears shares' month-end closing prices were in the following range
during 1996 to date: $41.00 to $50.88. (No investment in Sears shares is
being made; therefore, no stock certificates will be issued.)
Standard & Poor's 500 Index --Amounts credited to this account shall be
adjusted based on the percent change in the S&P 500 Index (including
dividends) during the month. The monthly percentage change in the Index
has varied from -4.57% to 5.621% during 1996 to date.
Lehman Brothers Aggregate Bond Index --Amounts credited to this account
shall be adjusted based on the percent change in this bond index during
the month. The average monthly yield has varied from -1.74% to 1.74%
during 1996 to date.
1. Description is qualified in entirety by reference to the Plan
document.
________________________________________________________________________
By my signature below, I hereby acknowledge that I have read Article IV
of the Plan document.
_______________________________________________________________________
______________________________ ________________
Participant Date
______________________________
Print Name
<PAGE>
Sears, Roebuck and Co.
Deferred Compensation Plan
Form - C Beneficiary Designation Form
Primary Beneficiary Designation (If other than spouse, see waiver
below.):
Name
Relationship
Social
Security #
% of Account
Contingent Beneficiary Designation:
Name
Relationship
Social
Security #
% of Account
______________________________ ________________
Participant Date
______________________________
Print Name
Spousal Waiver
(Must be signed if named beneficiary is someone other than your spouse.)
I understand that all or part of my spouse's account balance will be
paid to the beneficiary(ies) other than myself as specified in my
spouse's Beneficiary Designation. I hereby voluntarily consent to my
spouse's designation of such beneficiary(ies).
I agree to release and discharge Sears, Roebuck and Co., and all its
directors, officers, employees and agents from liability for acting
pursuant to this consent. I realize that my consent is irrevocable
unless my spouse revokes the beneficiary designation.
______________________________ ________________
Spouse Date
<PAGE>
Sears, Roebuck and Co.
Deferred Compensation Plan
Form - D Account Distribution Election Form
Please elect only one of the following forms of distribution for your
Deferred Compensation Account. This election of account distribution
will remain in effect until such time that you request a change in your
election be made. A change in election for distribution may be made at
any time, not later than 12 months prior to your Separation From
Service. (If you are nearing retirement, complete this form with extreme
care.)
________ Please distribute my Deferred Compensation Account as one
lump-sum payment at the date of my Separation From Service.
________ Please distribute my Deferred Compensation Account as one
lump-sum payment to be made _____ (1 or 2) year(s) following my
Separation From Service.
________ Please distribute my Deferred Compensation Account in ____
(from 1 to 10) annual installment payments with the first installment at
Separation From Service.
________________________________________________________________________
By my signature below, I hereby acknowledge:
1) that I have read Article V of the Plan document; and
2) that I may file a revised election no less than 12 months prior to
the date of my Separation From Service.
________________________________________________________________________
______________________________ ________________
Participant Date
______________________________
Print Name
<PAGE>
Sears, Roebuck and Co.
Deferred Compensation Plan
Form - E In-Service Account Distribution Election Form
The Deferred Compensation Plan allows full or partial account
distributions while you are still employed by the Company. You may
choose a specific date in the future that you would like either all, or
a portion of your account distributed. THIS ELECTION MAY NOT BE REVOKED
OR AMENDED AND APPLIES TO ALL COMPENSATION DEFERRED UNTIL THE DATE
SPECIFIED BELOW. Amounts distributed will be taxable income in the year
the payment is received. Any distribution will be in the form of a lump-
sum payment (1).
This election applies only to amounts deferred beginning with Plan Year
1997. In addition, this election applies to all future deferrals through
the date of distribution specified below.
Percentage of Deferred Compensation
Account to be distributed in one lump-sum ________%
Maximum dollar amount to be distributed $________
Date on which distribution is to occur ________(MM/DD/YY)
1. See section 5.1(d) of the Plan.
________________________________________________________________________
By my signature below, I hereby acknowledge:
1) that I have read Article V of the Plan document; and
2) that this form must be submitted no later than the close of
business on December 31, 1996 for the request to be effective as to all
compensation deferred for 1996.
________________________________________________________________________
___________________________ ________________
Participant Date
______________________________
Print Name
<PAGE>
Sears, Roebuck and Co.
Deferred Compensation Plan
Form - F Request to Transfer Deferred Compensation Account Balance
and/or Change Investment Allocation Alternatives
Purpose: The Deferred Compensation Plan provides for four earnings
measurement vehicles. The purpose of this schedule is to offer existing
Plan participants an opportunity to transfer their Account Balances, or
any portion thereof, to one or more sub-accounts and/or to change their
deposit allocations (i.e., you may do either or both).
Account Balances:
Please Transfer The Following Percentage of Transfer
Percentage Of My Account: Into the Following
Account(s)
Lehman
Sears S&P SRAC Brothers
__% Sears Common Share Unit (1) N/A
__% S&P 500 Composite Stock
Price Index N/A
__% Sears Roebuck Acceptance Corp. N/A
__% Lehman Brothers Aggregate
Bond Index N/A
Note: You need not transfer your entire account.
Deposit Allocations: (Remaining 1997 deposits, beginning with the
first deposit of the next month.)
Current
Sears S&P SRAC Lehman Brothers
Total 100%
Revised
Sears S&P SRAC Lehman Brothers
Total 100%
The effective date of this transfer will be on the first day of the
month following receipt of this form by Executive Compensation Services.
1. For Section 16(a) officers, transfers into and out of this account
are limited and must be approved by the Secretary.
_______________________________________________________________________
By my signature below, I hereby acknowledge that I have read Article IV
of the Plan document.
_______________________________________________________________________
______________________________ ________________
Participant Date
______________________________
Print Name
<PAGE>
Sears, Roebuck and Co.
Deferred Compensation Plan
Form - G Transfer of Existing Dean Witter Account Balance
Purpose: The Lehman Brothers Aggregate Bond Index sub-account has
replaced the Dean Witter Money Market sub-account. Your Dean Witter sub-
account balance will automatically be transferred to the Lehman Brothers
sub-account unless you return this form prior to December 31, 1995.
Dean Witter Account Balance:
Please Transfer My Dean Witter Account Balance Into the Following
Account(s):
Sears__% S&P__% SRAC__% Lehman Brothers__% Total 100%
The effective date of this transfer will be January 1, 1996
________________________________________________________________________
By my signature below, I hereby acknowledge that I have read Article IV
of the Plan document.
________________________________________________________________________
______________________________ ________________ Participant
Date
______________________________
Print Name
Exhibit 15
Deloitte & Touche LLP Telephone: (312) 946-3000
Two Prudential Plaza
Facsimile:
(312) 946-2600
180 North Stetson Avenue
Chicago, Illinois 60601-6779
December 20, 1996
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 March 30, 1996 and April 1, 1995,
June 29, 1996 and July 1, 1995, and September 28, 1996 and
September 30, 1995, as indicated in our reports dated May 9,
1996, August 13, 1996 and November 8, 1996, 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 March 30, 1996, June 29, 1996 and September 28, 1996, 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.
Deloitte & Touche LLP
Deloitte Touche
Tohmatsu
International
Exhibit 23.1
Deloitte & Touche LLP Telephone: (312) 946-3000
Two Prudential Plaza Facsimile: (312) 946-2600
180 North Stetson Avenue
Chicago, Illinois 60601-6779
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of the Sears, Roebuck and Co. Deferred
Compensation Plan on Form S-8 of our report dated February 15,
1996, appearing in the Annual Report on Form 10-K of Sears,
Roebuck and Co. for the fiscal year ended December 30, 1995. 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
December 20, 1996
Deloitte Touche
Tohmatsu
International
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
ARTHUR C. MARTINEZ, ALAN J. LACY, MICHAEL D. LEVIN, 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 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 the estimated dollar amount of deferrals under the Sears, Roebuck and
Co. Deferred Compensation Plan (the "Plan") which may be made by
participants in the Plan during the period from the effective date of
said registration statement to the effective date of the next
registration statement relating to deferrals under the 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 (ii) the registration statement, or any amendment,
post-effective amendment or papers supplemental thereto, to be filed in
respect of said deferrals 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 deferrals
under the Plan; 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 deferrals under the Plan; 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 20th day of December, 1996.
Name TITLE
/s/ ARTHUR C. MARTINEZ
Arthur C. Martinez
Director, Chairman of the Board of
Directors and Chief Executive Officer
(Principal Executive Officer)
/s/ ALAN J. LACY
Alan J. Lacy
Executive Vice President and Chief Financial Officer
(Principal Executive Officer)
/S/ JAMES A. BLANDA
James A. Blanda
Vice President and Controller (Principal Accounting Officer)
/S/ HALL ADAMS, JR.
Hall Adams, Jr.
Director
/S/ WARREN L. BATTS
Warren L. Batts
Director
/S/ JAMES W. COZAD
James W. Cozad
Director
/S/ MICHAEL A. MILES
Michael A. Miles
Director
/S/ RICHARD C. NOTEBAERT
Richard C. Notebaert
Director
/S/ NANCY C. REYNOLDS
Nancy C. Reynolds
Director
/S/ CLARENCE B. ROGERS, JR.
Clarence B. Rogers, Jr.
Director
/S/ DONALD H. RUMSFELD
Donald H. Rumsfeld
Director
/S/ DOROTHY A. TERRELL
Dorothy A. Terrell
Director
EXHIBIT 5
SEARS, ROEBUCK AND CO.
3333 BEVERLY ROAD
HOFFMAN ESTATES, ILLINOIS 60179
Venrice R. Palmer
Law Department
Senior Counsel
847/286-9238
Facsimile 847/286-0959
December 21, 1996
Board of Directors
Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, Illinois 60179
Ladies and Gentlemen:
I have acted as counsel for Sears, Roebuck and Co. (the "Company")
in connection with the registration on Form S-8 (the "Registration
Statement") of $7,200,000 of the Company's deferred compensation
obligations (the "Obligations"), which are issuable under the Sears,
Roebuck and Co. Deferred Compensation Plan (the "Plan"), as amended and
restated on October 9, 1996.
On the basis of such investigation as I deemed necessary, I am of
the opinion that:
(1) the Company has been duly incorporated and is validly
existing under the laws of the State of New York; and
(2) the Obligations have been duly authorized and, when issued
in accordance with the terms and conditions set forth in the Plan, will
be validly issued.
I hereby consent to the filing of this opinion as an Exhibit to
the Registration Statement.
Very truly yours,
Venrice R. Palmer
Senior Counsel
