As filed with the Securities and Exchange Commission on May 19, 1998
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.)
3333 Beverly Road
Hoffman Estates, Illinois 60179
(Address of principal executive offices)
(Zip Code)
The Savings and Profit Sharing Fund of
Sears Employees
(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
Telephone number, including area code, of agent for service: (847) 286-2500
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Amount Proposed maximum Proposed maximum Amount of
Securities to be offering price aggregate offering registration
to be registered per share price fee
registered
Common 3,000,000 * $186,093,750 $54,898
Shares, par shares
value $0.75
per share
</TABLE>
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 3,000,000 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 May 13, 1998 of $62.03125.
Pursuant to General Instruction E of Form S-8, the contents of Registration
Statement No. 333-11973 (filed September 13, 1998) are incorporated by
reference.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents filed by Sears, Roebuck and Co. ("Sears")
with the Securities and Exchange Commission (the "Commission") are
incorporated in and made a part of this Prospectus by reference, except to
the extent that any statement or information therein is modified, superseded
or replaced by a statement or information contained in any other subsequently
filed document incorporated herein by reference: (1) Sears Annual Report on
Form 10-K for the fiscal year ended January 3, 1998, (2) Sears Quarterly
Report on Form 10-Q for the quarterly period ended April 4, 1998, (3) Sears
Current Reports on Form 8-K dated January 22 and February 18, 1998, filed by
Sears with the Commission pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "Exchange Act"), and (4) all documents (other than those
portions of such documents described in paragraphs (i), (k) and (l) of Item
402 of Regulation S-K promulgated by the Commission) filed by Sears with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the filing
of a post-effective amendment indicating that all securities offered
hereunder have been sold or deregistering all securities then remaining
unsold.
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 3.(ii) to the
Annual Report on Form 10-K of Sears for the year ended January 3, 1998.
Judgments or decrees rendered against The Savings and Profit Sharing
Fund of Sears Employees (the "Fund"), the Trustee, 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 Trustee, the members of the Investment Committee or other named
fiduciaries.
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 Sears Investment Management Co.
("SIMCO") or 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.
The BCL authorizes Sears, and the GCL authorizes SIMCO, to purchase
indemnification insurance.
Sears has in effect insurance policies with total coverage of
$150,000,000 (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.
These policies also 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.
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
and Amendments 1, 2 and 3 thereto, as attached as or incorporated by
reference in Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, 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.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (A)(l)(i) and (A)(l)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in the periodic reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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 Hoffman Estates, State of
Illinois, on the 20th of May, 1998.
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
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
Signature Title
/s/ARTHUR C. MARTINEZ* Chairman of the Board of
Arthur C. Martinez Directors, President and
Chief Executive Officer
(Principal Executive
Officer)
/s/GARY L. CRITTENDEN* Executive Vice President
Gary L. Crittenden and Chief Financial Officer
(Principal Financial
Officer)
/s/HALL ADAMS, JR.* Director
Hall Adams, Jr.
/s/BRENDA C. BARNES* Director
Brenda C. Barnes
/s/WARREN L. BATTS* Director
Warren L. Batts
/s/ALSTON D. CORRELL, JR.* Director
Alston D. Correll, Jr.
/s/MICHAEL A. MILES* Director
Michael A. Miles
/s/RICHARD C. NOTEBAERT* Director
Richard C. Notebaert
/s/HUGH B. PRICE* Director
Hugh B. Price
/s/CLARENCE B. ROGERS, JR.* Director
Clarence B. Rogers, Jr.
/s/PATRICK G. RYAN* Director
Patrick G. Ryan
/s/DOROTHY A. TERRELL* Director
Dorothy A. Terrell
*By: /s/MICHAEL D. LEVIN (Attorney-in-Fact)
Michael D. Levin
Date: May 20, 1998
The Plan. Pursuant to the requirements of the Securities Act
of 1933, the administrator of The Savings and Profit Sharing Fund of Sears
Employees has duly caused this Registration Statement to be signed on the
Fund's behalf by the undersigned, thereunto duly authorized, in Hoffman
Estates, State of Illinois, on the 20th day of May, 1998.
THE SAVINGS AND PROFIT SHARING
FUND OF SEARS EMPLOYEES
By: SEARS, ROEBUCK AND CO.
Plan Administrator
By: /s/JOHN SLOAN
John Sloan, Senior Vice
President, Human Resources
EXHIBIT INDEX
Exhibit
Number
4.1 The Savings and Profit Sharing Fund of Sears Employees as amended and
restated effective as of August 14, 1996 [Incorporated by reference to
Exhibit 4(A) to Registration Statement No. 333-11973]
4.2 Amendment No. 1, effective December 31, 1996, to The Savings and
Profit Sharing Fund of Sears Employees*
4.3 Amendment No. 2, effective April 1, 1997, to The Savings and Profit
Sharing Fund of Sears Employees [Incorporated by reference to Exhibit 10.1 to
the Quarterly Report on Form 10-Q of Sears, Roebuck and Co. for the quarter
ended June 28, 1997]
4.4 Amendment No. 3, effective January 1, 1998, to the Savings and Profit
Sharing Fund of Sears Employees [Incorporated by reference to Exhibit 99.(ii)
to the Annual Report on Form 10-K of Sears, Roebuck and Co. for the year
ended January 3, 1998.]
4.5 The Sears 401(k) Profit Sharing Trust Agreement as amended and
restated effective as of January 1, 1998 [Incorporated by reference to
Exhibit 99.(iii) to the Annual Report on Form 10-K of Sears, Roebuck and Co.
for the year ended January 3, 1998]
15 Acknowledgment of Deloitte & Touche LLP regarding unaudited interim
information*
23 Consent of Deloitte & Touche LLP*
24 Powers of Attorney of certain directors and officers of Sears, Roebuck
and Co.*
* Filed herewith
Exhibit 4.2
Amendment Number One to
The Savings and Profit Sharing Fund of Sears Employees
Restated as of August 14, 1996
RESOLVED, that the Savings and Profit Sharing Fund of Sears Employees
("the Plan"), restated as of August 14, 1996, be amended in the following
particulars, effective as of December 31, 1996:
1. Add the following sentence at the end of subsection 2.2 of
the Plan:
"No regular employee of the Sears Tire Group who provides
services to Tire America, Inc., NTW Incorporated, Delpar Enterprises, Inc.,
or Dellinger Tire Company, Inc. shall be eligible to become a participant in
the Plan."
2. Add the following sentence at the end of subsection 2.3 of
the Plan:
"No part-time regular employee of the Sears Tire Group who
provides services to Tire America, Inc., NTW Incorporated, Delpar
Enterprises, Inc. or Dellinger Tire Company, Inc. shall be eligible to become
a participant in the Plan."
3. Delete the period at the end of subsection 1.2, and add the
following phrase preceded by a comma:
"by action of its Board of Directors, or by an administrative
committee duly authorized and appointed by the Board of Directors."
/s/ ARTHUR C. MARTINEZ
Arthur C. Martinez
/s/ ALAN J. LACY
Alan J. Lacy
/s/ ANTHONY J. RUCCI
Anthony J. Rucci
/s/ MICHAEL D. LEVIN
Michael D. Levin
Dated December 16, 1996
Exhibit 15
To the Shareholders and Board of Directors
of Sears, Roebuck and Co.
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 13-week periods ended
April 4, 1998 and March 29, 1997, as indicated in our report dated May 13,
1998; because we did not perform an audit, we expressed no opinion on that
information.
We are aware that our report referred to above, which is included in
your Quarterly Report on Form 10-Q for the 13-week period ended April 4,
1998, is incorporated by reference in Registration Statement Nos. 2-64879, 2-
80037, 33-18081, 33-23793, 33-41485, 33-43459, 33-45479, 33-55825, 33-58851,
33-64345, 333-8141, and 333-38131 of Sears, Roebuck and Co.; Registration
Statement Nos. 33-58139, 333-9817, 33-64215, and 333-30879, of Sears, Roebuck
and Co. and Sears Roebuck Acceptance Corp.; Registration Statement Nos. 33-
64775, 333-18591, and 333-43309 of Sears, Roebuck and Co. and Sears, Roebuck
and Co. Deferred Compensation Plan; Registration Statement Nos. 33-57205,
333-11973, and the Registration Statement on Form S-8 to be filed on or about
May 15, 1998 of Sears, Roebuck and Co. for the Sears 401(k) Profit Sharing
Plan (formerly, The Savings and Profit Sharing Fund of Sears Employees); and
Registration Statement No. 33-44671 of Sears, Roebuck and Co. and Sears DC
Corp.
We are also aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act of 1933, is 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 Sections 7 and
11 of that Act.
/s/DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Chicago, Illinois May 13, 1998
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Sears, Roebuck and Co. on Form S-8 related to The Savings and Profit
Sharing Fund of Sears Employees of our reports dated February 20, 1998,
incorporated by reference and appearing in the Annual Report on Form 10-K of
Sears, Roebuck and Co. for the year ended January 3, 1998, and to the
reference to us under the heading "Experts" in the Prospectus, which is part
of this Registration Statement.
/s/DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Chicago, Illinois
May 13, 1998
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, GARY L. CRITTENDEN, 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 and the Sears 401(k) profit SHARING Plan (the "Plan") 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 the Securities Act
of common shares of the Company acquired or to be acquired by the Plan for
its participants and participations in the Plan 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) one or more
registration statements, or any amendments or post-effective amendments
thereto, to be filed in respect of the common shares of the Company and
participations in the Plan; (ii) the prospectuses or any amendments,
supplements or revisions thereof which are part of any such registration
statements; (iii) any amendment or post-effective amendment to any
registration statement heretofore filed under the Securities Act with respect
to common shares of the Company and participations in the Plan; and (iv) any
prospectus or any amendment, supplement or revision thereof which is a part
of any registration statement (as the same may have been amended) heretofore
filed under the Securities Act with respect to common shares of the Company
and participations in 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 14th day of May 1998.
Name Title
/s/ARTHUR C. MARTINEZ Chairman of the Board of
Arthur C. Martinez Directors, President and
Chief Executive Officer
(Principal Executive
Officer)
/s/GARY L. CRITTENDEN Executive Vice President
Gary L. Crittenden and Chief Financial Officer
(Principal Financial
Officer)
/s/JAMES A. BLANDA Vice President and
James A. Blanda Controller (Principal
Accounting Officer)
/s/HALL ADAMS, JR. Director
Hall Adams, Jr.
/s/BRENDA C. BARNES Director
Brenda C. Barnes
/s/WARREN L. BATTS Director
Warren L. Batts
/s/ALSTON D. CORRELL, JR. Director
Alston D. Correll, Jr.
/s/MICHAEL A. MILES Director
Michael A. Miles
/s/RICHARD C. NOTEBAERT Director
Richard C. Notebaert
/s/HUGH B. PRICE Director
Hugh B. Price
/s/CLARENCE B. ROGERS, JR. Director
Clarence B. Rogers, Jr.
/s/PATRICK G. RYAN Director
Patrick G. Ryan
/s/DOROTHY A. TERRELL Director
Dorothy A. Terrell
