UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b) AND (c) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2(b)
Under the Securities Exchange Act of 1934
(Amendment No. 16)
SEARS, ROEBUCK AND CO.
(Name of Issuer)
COMMON SHARES
(Title of Class of Securities)
812387 10 8
(CUSIP Number)
CUSIP NO. 812387 10 8 13G
1. NAME OF REPORTING PERSON THE SAVINGS AND PROFIT
SHARING FUND OF SEARS EMPLOYEES
S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
NOT APPLICABLE
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 9.7%
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 Employees
(b) Address of Principal Business Offices:
233 S. Wacker Drive, 51st Floor
Chicago, Illinois 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 Rule 13d-1(b)(1)(ii)(F)
(g) ( ) Parent Holding Company, in accordance with Rule 13d-
1(b)(ii)(G);
(h) ( ) Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
Item 4 Ownership
Amount Beneficially Owned: 37,852,336 shares**
Percent of Class: 9.7%
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 then 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
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 13, 1998
THE SAVINGS AND PROFIT SHARING
FUND OF SEARS EMPLOYEES
By: SEARS, ROEBUCK AND CO.,
as Plan Administrator
By: /S/James A. Blanda
James A. Blanda
Vice President and Controller
EXHIBIT A
As of December 31, 1997, Sears common shares were held by two separate,
independent trustees for The Savings and Profit Sharing Fund of Sears
Employees (the "Fund"). As of December 31, 1997, after giving effect to
allocations deemed to occur as of such date, The Northern Trust Company of
New York ("Northern") held 24,481,360 Sears shares on behalf of
participants
in the Fund. As of December 31, 1997, after giving effect to allocations
deemed to occur as of such date, U.S. Trust, trustee of the Sears, Roebuck
and Co. Employee Stock Ownership Trust (the "ESOT"), which held shares on
behalf of the Fund that had not yet been allocated on behalf of
participants,
held 13,370,976 shares. Effective January 1, 1998, all of the Fund's Sears
common shares are held by a single trustee, State Street Bank and Trust
Company ("State Street").
Participants in the Fund were 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
accounts
of those participants who forwarded voting instructions were voted in
accordance with their instructions. If at least 50% of the shares were
voted
by the participants, the shares for which voting instructions had not been
received from participants by the date specified by Northern, as well as
unallocated shares held by U.S. Trust, were voted in the same proportions
as
all Sears common shares held by the Fund with respect to which directions
were received by Northern from participants in the Fund. If less than 50%
of
the shares were voted by Fund participants, Northern voted the shares for
which no instructions were received in its discretion and U.S. Trust voted
the shares held in the ESOT in its discretion.
As of January 1, 1998,
participants in the Fund are entitled to give instructions to State Street
with respect to the voting of the Sears shares credited to their accounts
in
the Fund. The shares credited to the accounts of those participants who
forward voting instructions are voted in accordance with their
instructions.
If at least 50% of the shares are voted by the participants, the shares for
which voting instructions have not been received from participants by the
date specified by State Street, as well as unallocated shares held by State
Street, are voted in the same proportions as all Sears common shares held
by
the Fund with respect to which directions are received by State Street from
participants in the Fund. If less than 50% of the shares are voted by Fund
participants, State Street votes the shares for which no instructions are
received, as well as unallocated shares, in its discretion.
In 1997, Sears Investment Management Co.
("SIMCO"), a wholly owned subsidiary of Sears and a registered investment
adviser under the Investment Advisers Act of 1940, served as investment
manager of the Fund. In 1998, State Street Global Advisors ("SSGA"), a
division of State Street, was appointed to be the investment manager for
the
Fund's stock fund. As investment manager, SIMCO possessed and SSGA
possesses
investment management powers.
The filing of this Schedule 13G shall not be
construed as an admission that the Fund or the current or former 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.
** See Exhibit A
