UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 15)
SEARS, ROEBUCK AND CO.
(Name of Issuer)
COMMON SHARES
(Title of Class of Securities)
812387 10 8
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ] .
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
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CUSIP NO. 812387 10 8 13G
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE SAVINGS AND PROFIT SHARING FUND OF SEARS
EMPLOYEES
36-6032195
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
NA
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
ILLINOIS
5 SOLE VOTING POWER
SEE EXHIBIT A
6 SHARED VOTING POWER
SEE EXHIBIT A
7 SOLE DISPOSITIVE POWER
SEE EXHIBIT A
8 SHARED DISPOSITIVE POWER
SEE EXHIBIT A
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
SEE EXHIBIT A
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.755%
12 TYPE OF REPORTING PERSON
EP
Item 1 (a) Name of Issuer:
Sears, Roebuck and Co.
(b) Address of Issuer's Principal Executive Offices:
3333 Beverly Road
Hoffman Estates, IL 60179
Item 2 (a) Name of Person Filing:
The Savings and Profit Sharing Fund of Sears
Employee
(b) Address of Principal Business Offices:
233 S. Wacker Drive, 51st Floor
Chicago, IL 60606-6401
(c) Citizenship:
Illinois
(d) Title of Class of Securities:
Common Shares
(e) CUSIP Number
812387 10 8
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) ( ) Broker or Dealer registered under
Section 15 of the Act
(b) ( ) Bank as defined in section 3(a)(6) of the
Act
(c) ( ) Insurance Company as defined in section
3(a)(19) of the Act
(d) ( ) Investment Company registered under
section 8 of the Investment Company
Act
(e) ( ) Investment Adviser registered under
section 203 of the Investment Advisers
Act of 1940
(f) (x) Employee Benefit Plan, Pension Fund
which is subject to the provisions of the
Employee Retirement Income Security
Act of 1974 or Endowment Fund; see
Section 240.13d-1(b)(1)(ii)(F)
(g) ( ) Parent Holding Company, in accordance
with Section 240.13d-1(b)(ii)(G); (Note:
See Item 7)
(h) ( ) Group, in accordance with Section
240.13d-1(b)(1)(ii)(H)
Item 4 Ownership
If the percent of the class owned, as of December 31
of the year covered by the statement, or as of the last day of any
month described in Rule 13d-1(b)(2), if applicable, exceeds five
percent, provide the following information as of that date and
identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned: 26,440,360
shares*
(b) Percent of Class: 6.755%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote**
(ii) shared power to vote or to direct the
vote**
(iii) sole power to dispose or to direct the
disposition of**
(iv) shared power to dispose or to direct the
disposition of**
Item 5 Ownership of Five Percent or less of a Class.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities,
check the following [ ].
Item 6 Ownership of More than Five Percent on Behalf of
Another Person.
Not Applicable
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by
the Parent Holding Company
Not Applicable
Item 8 Identification and Classification of Members of the
Group.
Not Applicable
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Item 9 Notice of Dissolution of Group
Not Applicable
Item 10 Certification
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purposes or
effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Date: February 11, 1997
THE SAVINGS AND PROFIT SHARING
FUND OF SEARS EMPLOYEES
By /S/Barry H. Pike
Barry H. Pike
Plan Administrator
<PAGE>
EXHIBIT A
The Sears common shares are held by two separate,
independent trustees. As of December 31, 1996 The Northern
Trust Company of New York ("Northern") held 26,440,360 Sears
shares on behalf of participants in The Savings and Profit Sharing
Fund of Sears Employees (the "Fund"). U.S. Trust, trustee of the
Sears, Roebuck and Co. Employee Stock Ownership Trust, held less
than five (5) percent of Sears shares.
Members of the Fund are entitled to give instructions to
Northern with respect to the voting of the Sears shares credited to
their accounts in the Fund. The shares credited to the account of
those members who forward voting instructions are voted in
accordance with their instructions. If at least 50% of the shares are
voted by the members, the shares for which voting instructions have
not been received from members, by the date specified by Northern,
as well as unallocated shares held by Northern and U.S. Trust, are
voted in the same proportions as all Sears common shares held
under the Plan with respect to which directions are received by
Northern from members of the Fund. If less than 50% of the shares
are voted by Fund members, Northern will vote the shares for which
no instructions were received in its discretion and U.S. Trust will
vote the shares held in the suspense account in its discretion.
The Investment Committee of the Fund has appointed Sears
Investment Management Co. ("SIMCO"), a wholly owned subsidiary
of Sears and a registered investment adviser under the Investment
Advisers Act of 1940, as investment manager. As investment
manager, SIMCO possesses investment management powers and
serves at the pleasure of the Investment Committee.
The filing of this Schedule 13G shall not be construed as an
admission that the Fund or the trustees of the Fund, are for the
purposes of Sections 13 (d) or 13 (g) of the Securities Exchange Act
of 1934, as amended, the beneficial owner of any securities referred
to in this Schedule 13G.
