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United States
Securities and Exchange Commission
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SEARS CREDIT ACCOUNT MASTER TRUST II
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(Exact name of registrant as specified in its charter)
Illinois 0-24776 Not Applicable
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(State of organization) (Commission File Number) (I.R.S. Employer
Identification No.)
c/o Sears Receivables Financing Group, Inc.
3711 Kennett Pike
Greenville, Delaware 19807
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(Address of principal (Zip Code)
executive offices)
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
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None None
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT:
Series 1997-1 6.20% Class A Master Trust Certificates
Series 1997-1 6.40% Class B Master Trust Certificates
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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Item 1 incorporates by reference the "Description of the Investor
Certificates" on pages 24-35 of the Prospectus dated July 21, 1997
(filed pursuant to Rule 424(b) as part of Registration Statement No.
33-97744) and on pages S-23 to S-44 of the Prospectus Supplement dated
July 21, 1997 (filed pursuant to Rule 424(b) as part of Registration
Statement No. 33-97744).
Item 2. Exhibits
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Exhibit 4.1 Pooling and Servicing Agreement, dated
as of July 31, 1994, as amended, among
Sears Receivables Financing Group, Inc.
as Seller ("SRFG"), Sears, Roebuck and
Co. as Servicer ("Sears") and The First
National Bank of Chicago as Trustee (the
"Trustee") (incorporated by reference to
Exhibit 4.1 of Sears Credit Account
Master Trust II's Current Report on Form
8-K dated August 16, 1994 and filed on
September 7, 1994).
Exhibit 4.2 Amendment to the Pooling and Servicing
Agreement, dated as of March 31, 1995,
among SRFG as Seller, Sears as Servicer
and the Trustee (incorporated by
reference to Sears Credit Account Master
Trust II's Current Report on Form 8-K
dated May 8, 1995).
Exhibit 4.3 Series 1997-1 Series Supplement, dated
as of July 31, 1997, among Sears as
Servicer, SRFG as Seller and the
Trustee, including the forms of Investor
Certificates (incorporated by reference
to Exhibit 4.1 of Sears Credit Account
Master Trust II's Current Report on Form
8-K dated July 31, 1997).
Exhibit 99.1 Series 1997-1 Prospectus Supplement
dated July 21, 1997 and Series 1997-1
Prospectus dated July 21, 1997 with
respect to the 6.20% Class A Master
Trust Certificates and the 6.40% Class B
Master Trust Certificates (incorporated
by reference to Sears Credit Account
Master Trust II's Current Report on Form
8-K dated July 21, 1997).
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Signature
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Sears Credit Account Master Trust II
(Registrant)
By: Sears Receivables Financing Group, Inc.
(Originator of the Trust)
Dated: August 7, 1997 By: /s/ George F. Slook
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George F. Slook
President and CEO
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EXHIBIT INDEX
Exhibit No.
Exhibit 4.1 Pooling and Servicing Agreement, dated as of July 31, 1994, as
amended, among Sears Receivables Financing Group, Inc. as Seller
("SRFG"), Sears, Roebuck and Co. as Servicer ("Sears") and The
First National Bank of Chicago as Trustee (the "Trustee")
(incorporated by reference to Exhibit 4.1 of Sears Credit Account
Master Trust II's Current Report on Form 8-K dated August 16,
1994 and filed on September 7, 1994).
Exhibit 4.2 Amendment to the Pooling and Servicing Agreement, dated as of
March 31, 1995, among SRFG as Seller, Sears as Servicer and the
Trustee (incorporated by reference to Sears Credit Account Master
Trust II's Current Report on Form 8-K dated May 8, 1995).
Exhibit 4.3 Series 1997-1 Series Supplement, dated as of July 31, 1997, among
Sears as Servicer, SRFG as Seller and the Trustee, including the
forms of Investor Certificates (incorporated by reference to
Exhibit 4.1 of Sears Credit Account Master Trust II's Current
Report on Form 8-K dated July 31, 1997).
Exhibit 99.1 Series 1997-1 Prospectus Supplement dated July 21, 1997 and
Series 1997-1 Prospectus dated July 21, 1997 with respect to the
6.20% Class A Master Trust Certificates and the 6.40% Class B
Master Trust Certificates (incorporated by reference to Sears
Credit Account Master Trust II's Current Report on Form 8-K dated
July 21, 1997).
