SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 11, 1997
SEARS, ROEBUCK AND CO.
(Exact name of registrant as specified in charter)
New York 1-416 36-1750680
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
3333 Beverly Road, Hoffman Estates, Illinois 60179
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 286-2500
<PAGE>
Item 5. Other Events.
On June 11, 1997, Judge Kenner of the United States
District Court for the District of Massachussets entered an order
setting a fairness hearing for October 28, 1997 in
connection with the plaintiff's class action settlement
agreement presented to her on June 5, 1997 relating to the
registrant's improper handling of certain debt reaffirmation
agreements. A copy of the order is attached hereto as Exhibit
99.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
Exhibit Description
99 Order of the United States District Court for the
District of Massachusetts dated June 11, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this
amendment to be signed on its behalf by the undersigned thereunto
duly authorized.
SEARS, ROEBUCK AND CO.
Date: June 11, 1997 By: /S/ James A. Blanda
JAMES A. BLANDA
Vice President and Controller
<PAGE>
EXHIBIT INDEX
99 Order of the United States District Court for the
District of Massachusetts dated June 11, 1997.
UNITED STATES BANKRUPTCY COURT
DISTRICT OF MASSACHUSETTS
EASTERN DIVISION
HEARING ORDER
__________________________________________
)
DOUGLAS O. BRIOSO, et al. )
Plaintiffs, )
)
Adversary Proceeding
v. )No. 97-1222-CJK
)
SEARS, ROEBUCK AND CO. and )
WESTERN AUTO SUPPLY COMPANY, )
Defendants. )
)
__________________________________________________________)
)
ANTONIO CALDAS, )
Plaintiff, )
)
v. )
)
SEARS, ROEBUCK AND CO., )
Defendant. )
___________________________________________________ )
The parties to the above-captioned consolidated actions
(the "Action"), having made application pursuant to Rule 7023 of
the Federal Rules of Bankruptcy Procedure, Rule 23 of the Federal
Rules of Civil Procedure and Section 105 of the U.S. Bankruptcy
Code, for an order approving the proposed settlement of the
Action in accordance with a Stipulation and Agreement of
Compromise and Settlement filed with the Court (the "Settlement"
or the "Stipulation"), which sets forth the terms and conditions
for the proposed settlement of the Action and for the dismissal
of the Action with prejudice upon the terms and conditions set
forth in the Stipulation; and the Court having read and
considered the Stipulation and accompanying documents; and all
parties having consented to the entry of this Order:
NOW, THEREFORE, IT IS HEREBY ORDERED THAT:
1. The Action shall, for the purposes of the
Settlement only, be maintained and proceed as a class action with
the named plaintiffs in the Action as class representatives and
their counsel as class counsel, pursuant to Rules 23(a) and
23(b)(3) of the Federal Rules of Civil Procedures, on behalf of
the following class (the "Settlement Class") as set forth in the
Stipulation:
all individuals (a) who filed a petition for relief
under the Bankruptcy Code; (b) who listed Sears, Roebuck and Co.
("Sears") as a creditor, against whom Sears filed a claim, or who
owed a debt or alleged debt to Sears; (c) who,
subsequent to the filing of the bankruptcy petition, executed an
agreement with Sears purporting to reaffirm such debt or alleged
debt or to redeem the applicable property, or which agreement is
otherwise subject to the provisions of 11 U.S.C. Section 524(c)
(collectively defined in the Stipulation as a reaffirmation
agreement); and (d) such agreement either was not filed with the
appropriate bankruptcy court in accordance with 11 U.S.C.
Section 524(c)(3) prior to the order of discharge, or was filed with the
bankruptcy court and was either (i) disapproved or rejected by
the bankruptcy court (or not approved by such court when
necessary to the enforceability of such agreement), or (ii)
rescinded by the debtor.
(As set forth in the Stipulation, references to "Sears" in such
definition includes Sears subsidiary, Western Auto Supply Company
("Western Auto")). The Court determines, for purposes of the
Settlement only, that the requirements of Rules 23(a) and
23(b)(3) of the Federal Rules of Civil Procedure are satisfied.
2. A hearing (the "Settlement Hearing") shall be held
before the Court on October 28, 1997, at 10 a.m. at the
Courthouse, Federal Office Building, 10 Causeway Street, Boston,
Massachusetts 02222: (a) to determine whether the proposed
Settlement of the Action on the terms and conditions provided for
in the Stipulation is fair, reasonable and adequate and should be
approved by the Court, and whether a judgment as provided in the
Stipulation should be entered thereon; and (b) to consider such
other matters as may properly come before the Court in connection
with the Settlement Hearing. The Court may adjourn the
Settlement Hearing, or any adjournment thereof, without further
notice to members of the Settlement Class other than by
announcement at the Hearing or any adjournment thereof.
3. The Court approves, in form, the Notice of Pendency
of Class Actions, Class Action Determination, Proposed Settlement
of Class Actions, Settlement Hearings, Right to Request Exclusion
and Right to Appear (the "Notice"), attached as Exhibit C to the
Stipulation; the Summary Notice of Class Action Determination,
Proposed Settlement of Class Actions and Settlement Hearing (the
"Summary Notice"), attached as Exhibit D to the Stipulation; the
Notice Insert to be inserted in Sears statements to customers,
attached as Exhibit E to the Stipulation (the "Notice Insert");
the Notice Insert to be inserted in the statements to customers
of Western Auto, attached as Exhibit F to the Stipulation (the
"Western Auto Notice Insert"), and finds that the dissemination
of the Notice, the Summary Notice, the Notice Insert and the
Western Auto Notice Insert in substantially the manner and form
set forth in paragraph 4 of this Order meets the requirements of
Rule 23 of the Federal Rules of Civil Procedure and due process,
is the best notice practicable under the circumstances, and shall
constitute due and sufficient notice to all persons entitled
thereto.
4. (a) Beginning 40 days following entry of this
Order (or, if later, the similar order being moved for in the
District Court Action, as defined in the Stipulation), Sears
shall cause a copy of the Notice to be mailed by first class mail
to all persons who are identified as members of the Settlement
Class pursuant to the identification process provided for in the
Stipulation and in accordance with the Stipulated Order entered
on April 21, 1997 in United States of America v. Sears, Roebuck
and Co., Civil No. 97-10839-JLT (D. Mass.). Sears shall continue
to make such mailings as additional members of the Settlement
Class are so identified, as soon as practicable following such
additional identifications, up through 40 days prior to the date
of the Settlement Hearing.
(b) The Summary Notice, substantially in the
form annexed to the Stipulation as Exhibit C, shall be published
by Sears within 20 days of the first mailing of the Notice as
follows: (i) twice within a seven-day period in the national
edition of USA Today; and (ii) twice within a seven-day period in
the following newspapers in the 24 major metropolitan areas: Los
Angeles Times, Washington Post, Chicago Tribune, Boston Globe,
New York Daily News, Philadelphia Inquirer, Minneapolis Star
Tribune, Newark Star Ledger, Houston Chronicle, San Francisco
Chronicle/Examiner, Phoenix Republic/Gazette, Saint Louis Post
Dispatch, Cleveland Plain Dealer, Miami Herald, Seattle
Times/Post Intelligencer, Baltimore Sun, Milwaukee
Journal/Sentinel, San Diego Union Tribune, Denver Post,
Pittsburgh Post Gazette, Saint Petersburg Times, Atlanta
Journal/Constitution, Nashville Tennessean/Banner, and Dallas
Morning News.
(c) The Notice Insert and the Western Auto
Notice Insert, substantially in the form annexed to the
Stipulation as Exhibits E and F, respectively, shall be inserted
by Sears in Sears and Western Auto statements being mailed to
their respective credit customers for a full billing cycle
commencing as soon as practicable within 20 days of the first
mailing of the Notice.
(d) On or before October 14, 1997, at 4:00 p.m.,
Sears shall file proof, by affidavit, of such publications and
mailings.
5. Any member of the Settlement Class who has not
requested exclusion from the Settlement Class may appear at the
Settlement Hearing personally or by counsel, provided that an
appearance is served and filed as hereinafter provided, and show
cause, if any, why the Settlement of the Action should not be
approved as fair, reasonable, and adequate, why judgment should
not be entered dismissing with prejudice and releasing all claims
of all plaintiffs and all members of the Settlement Class against
Sears and the other Released Persons (as provided for in the
Stipulation), or why the Court should not grant an allowance of
reasonable fees and expenses to plaintiffs' counsel (to be
payable, as may be awarded by the Court, by Sears and not in any
respect to diminish the benefits to the Settlement Class of the
Settlement) for their services herein and actual expenses
incurred. However, unless the Court otherwise directs, no member
of the Settlement Class, or any person (excluding a party), shall
be heard or shall be entitled to contest the approval of the
terms and conditions of the Settlement or (if approved) the
judgment to be entered thereon, or the allowance of fees and
expenses to plaintiffs' counsel, and no papers or briefs
submitted by any member of the Settlement Class or any other
person (excluding a party) shall be received and considered,
except by order of the Court for good cause shown, unless, no
later than twenty (20) days prior to the Settlement Hearing, the
following documents are served and filed in the manner provided
below: (a) a notice of intention to appear; (b) a detailed
statement of such person's specific objections to any matter
before the Court; (c) proof of membership in the Settlement
Class; and (d) the grounds for such objections and any reasons
why such person desires to appear and to be heard, as well as all
documents and writings which such person desires this Court to
consider. Such documents shall be served upon the following
counsel prior to filing such documents with the Court:
John Roddy
Frederic D. Grant, Jr.
GRANT & RODDY
44 School Street
Boston, MA 02108
On Behalf of All Plaintiffs
Mark N. Polebaum
Stephen H. Oleskey
Paul P. Daley
HALE AND DORR LLP
60 State Street
Boston, MA 02109
On Behalf of Defendants
Sears, Roebuck and Co. and
Western Auto Supply Company
Any person who fails to object in the manner provided herein
shall be deemed to have waived his or her objections and shall
forever be barred from making any such objections in this Action
or in any other action or proceeding.
6. All members of the Settlement Class have the option
of excluding themselves from the Settlement Class by mailing a
timely and valid Request for Exclusion postmarked not later than
twenty (20) days prior to the Settlement Hearing addressed to
Sears Personal Bankruptcy Debtor Class Litigation, P.O. Box ____,
Boston, Massachusetts, _____ (which P.O. Box shall be obtained by
the parties). A Request for Exclusion must set forth the
following information with respect to the person requesting
exclusion: name; address; social security number or taxpayer
identification number. All Requests for Exclusion must be signed
by or on behalf of the person so requesting exclusion.
7. If a Request for Exclusion does not include all of
the foregoing information, it shall not be a valid Request for
Exclusion and the person filing an invalid Request for Exclusion
shall be a member of the Settlement Class. (In addition, members
of the Settlement Class requesting exclusion may be asked to
provide the year of the individual's bankruptcy filing; the
bankruptcy court in which the filing was made; Sears Account
Number; and the amount of indebtedness to Sears that the
individual reaffirmed, although the failure to provide such
information shall not affect the validity of the Request for
Exclusion.) All persons who properly submit valid Requests for
Exclusion from the Settlement Class shall not be members of the
Settlement Class and shall have no rights with respect to the
Settlement and no interest in the Settlement.
/S/ Carol J. Kenner_____________
June 11, 1997
