SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
Commission file number 33-37019-01
SEARS CREDIT ACCOUNT TRUST 1990 D
(Exact name of registrant as specified in its charter)
Illinois Not Applicable
(State of Organization) (I.R.S. Employer Identification No.)
c/o Sears Receivables Financing Group, Inc.
3711 Kennett Pike
Greenville, Delaware 19807
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302)888-3176
Securities 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
None Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
9.35% Credit Account Pass-Through Certificates
(Title of Class)
Registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months and (2)
has been subject to such filing requirements for the past 90 days.
Yes x No
PART I
Item 1. Business
The Sears Credit Account Trust 1990 D (the "Trust") was formed
pursuant to the Pooling and Servicing Agreement dated as of October 15, 1990
(the "Pooling and Servicing Agreement") among Sears, Roebuck and
Co. ("Sears") as Servicer, its wholly-owned subsidiary, Sears
Receivables Financing Group, Inc. ("SRFG") as Seller, and Bank of
America Illinois as trustee (the "Trustee"). The Trust's only business is to
act as a passive conduit to permit investment in a pool of retail consumer
receivables.
Item 2. Properties
The property of the Trust includes a portfolio of receivables (the
"Receivables") arising in selected accounts under open-end credit plans of Sears
(the "Accounts") and all monies received in payment of the
Receivables. At the time of the Trust's formation, Sears sold and
contributed to SRFG, which in turn conveyed to the Trust, all
Receivables existing under the Accounts as of the end of certain of
Sears regular billing cycles ending in September 1990, December 1994 and all
Receivables arising under the Accounts from time to time thereafter until the
termination of the Trust. Information related to the
performance of the Receivables during 1994 is set forth in the ANNUAL
STATEMENT filed as Exhibit 21 to this Annual Report on Form 10-K.
Item 3. Legal Proceedings
None
Item 4. Submission of Matters to a Vote of Security Holders
None
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
Investor Certificates are held and delivered in book-entry form
through the facilities of The Depository Trust Company ("DTC"), a
"clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934, as amended. All outstanding
definitive Investor Certificates are held by CEDE and Co., the nominee
of DTC.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None
PART III
Item 12. Security Ownership of Certain Beneficial Owners and
Management
As of March 15, 1995, 100% of the Investor Certificates were held in the
nominee name of CEDE and Co. for beneficial owners.
SRFG, as of March 15, 1995, owned 100% of the Seller Certificate, which
represented beneficial ownership of a residual interest in the
assets of the Trust as provided in the Pooling and Servicing Agreement.
Item 13. Certain Relationships and Related Transactions
None
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K
(a) Exhibits:
21. 1994 ANNUAL STATEMENT prepared by the
Servicer.
28. ANNUAL INDEPENDENT ACCOUNTANTS' REPORTS
pursuant to Section 3.06 of the Pooling
and Servicing Agreement.
(a) Agreed Upon Preocedures Letter.
(b) Annual Servicing Letter.
(b) Reports on Form 8-K:
Current reports on Form 8-K are filed on, or before the
Distribution Date each month (on, or the first business day
after, the 15th of the month). The reports include as an
exhibit, the MONTHLY INVESTOR CERTIFICATEHOLDERS' STATEMENT.
Current Reports on Form 8-K were filed on October 17, 1994,
November 15, 1994 and December 15, 1994.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Sears Credit Account Trust 1990 D
(Registrant)
By: Sears Receivables Financing Group, Inc.
(Originator of the Trust)
By: /S/Perry N. Weine
Perry N. Weine
Vice President, Administration
Dated: March 30, 1995
<PAGE>
EXHIBIT INDEX
Exhibit No.
21. 1994 ANNUAL STATEMENT prepared by
the Servicer.
28. ANNUAL INDEPENDENT ACCOUNTANTS' REPORTS
pursuant to Section 3.06 of the Pooling
and Servicing Agreement.
(a) Agreed Upon Procedures Letter.
(b) Annual Servicing Letter.
SEARS CREDIT ACCOUNT TRUST 1990 D
9.35% CREDIT ACCOUNT PASS-THROUGH CERTIFICATES
1994 ANNUAL STATEMENT
Pursuant to the terms of the letter issued by the Securities and
Exchange Commission dated February 19, 1991 (granting relief to
the Trust from certain reporting requirements of the Securities
Exchange Act of 1934, as amended), aggregated information
regarding the performance of Accounts and payments to Investor
Certificateholders in respect of the Due Periods related to the
twelve Distribution Dates which occurred in 1994 is set forth below.
1) The total amount of the distribution to Investor
Certificateholders during 1994, per $1,000 interest $93.50
2) The amount of the distribution set forth in paragraph
1 above in respect of interest on the Investor
Certificates, per $1,000 interest................. $93.50
3) The amount of the distribution set forth in paragraph
1 above in respect of principal on the Investor
Certificates, per $1,000 interest.................. $0.00
4) The aggregate amount of Collections of Principal
Receivables processed during the related Due
Periods............................................ $612,293,211.47
5) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods................................ $169,845,988.67
6) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Investor Certificates.... $483,489,757.77
7) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Investor Certificates............... $141,971,349.88
8) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Seller Certificate............... $128,803,453.70
9) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Seller Certificate.................. $27,874,638.79
10)The excess of the Investor Charged-Off Amount
over the sum of (i) payments in respect of the
Available Subordinated Amount and (ii) Excess
Servicing, if any (an "Investor Loss"), per
$1,000 interest................................... $0.00
11)The aggregate amount of Investor Losses in
the Trust as of the end of the day on December
15,1994, per $1,000 interest....................... $0.00
12)The total amount reimbursed to the Trust
from the sum of the Available subordinated
Amount and Excess Servicing, if any, in
respect of Investor Losses, per $1,000
interest........................................... $0.00
13)The amount of the Investor Monthly Servicing
Fee payable by the Trust to the Servicer......... $10,312,500.00
14)The aggregate amount which was deposited in
the Principal Funding Account in respect of
Collections of Principal Receivables during
the related Due Periods............................ $375,000,000.00
15)The aggregate amount of Investment Income
during the related Due Periods..................... $10,023,603.30
16)The total amount on deposited in the
Principal Funding Account in respect of
Collections of Principal Receivables, as of
the end of the reportable year.................... $437,500,000.00
17)The Deficit Accumulation Amount, as of the end
of the reportable year............................. $0.00
18)The aggregate amount which was deposited
in the Interest Funding Account in respect
of Certificate Interest during the related
Due Periods........................................ $70,125,000.00
19)The total amount to be deposited in the
Interest Funding Account in respect of
Certificate Interest, as of the end of the
reportable year.................................... $11,687,500.00
Exhibit 28(a)
March 24, 1995
Ms. Alice M. Peterson Ms. Christine L. Linde
Vice President and Treasurer Trust Officer
Sears, Roebuck and Co. as Servicer Bank of America Illinois
Sears Tower as Trustee
Chicago, Illinois 60684 231 South LaSalle Street
Chicago, Illinois 60697
We have applied certain agreed-upon procedures, discussed below, to the
accounting records of Sears, Roebuck and Co. ("Sears") relating to the
servicing procedures performed by Sears for the following Sears Credit
Account Trusts, Sears Private Credit Account Trusts and Sears Credit
Account Master Trusts (collectively the "Trusts") formed pursuant to the
applicable Pooling and Servicing Agreements (the "Agreements"):
Date of Applicable
Pooling and
Trust Servicing Agreement
Sears Credit Account Trust 1990A January 12, 1990
Sears Credit Account Trust 1990B February 22, 1990
Sears Credit Account Trust 1990C July 31, 1990
Sears Credit Account Trust 1990D October 15, 1990
Sears Private Credit Account Trust 1990-I November 30, 1990
Sears Credit Account Trust 1991A March 1, 1991
Sears Credit Account Trust 1991B May 15, 1991
Sears Credit Account Trust 1991C July 1, 1991
Sears Credit Account Trust 1991D September 15, 1991
Sears Credit Account Master Trust I November 18, 1992
Sears Credit Account Master Trust A February 1, 1993
For purposes of this letter, we have read each of the Monthly Servicer
Certificates forwarded by Sears as Servicer to the Trustee pursuant to
section 3.04(b) of the Agreements during the calendar year ended
December 31, 1994 (collectively the "Certificates").
For none of the periods referred to therein, nor for any other period,
did we perform audit tests for the purpose of expressing an opinion on
the individual balances of accounts or summaries of selected
transactions as those enumerated in the Certificates and, accordingly,
we express no opinion thereon.
For purposes of this letter, however, we have performed the following
procedures which were applied, as indicated, with respect to the
Certificates:
a. We have compared the amounts appearing in the following
items as set forth in the Certificates to the applicable month's
Portfolio Monitoring and Monthly Cash Flow Allocations Report:
Trust Items
Sears Credit Account Trust 1990A 3 thru 5, 7 thru 9, and 11
Sears Credit Account Trust 1990B 3 thru 9
Sears Credit Account Trust 1990C 3 thru 5, and 7 thru 9
Sears Credit Account Trust 1990D 3 thru 5, 7 thru 9, and 11
Sears Private Credit Account Trust 1990-I 4 thru 7
Sears Credit Account Trust 1991A 3 thru 5, 7 thru 9, and 11
Sears Credit Account Trust 1991B 3 thru 5, 7 thru 9, and 11
Sears Credit Account Trust 1991C 3 thru 5, 7 thru 9, and 11
Sears Credit Account Trust 1991D 3 thru 5, 7 thru 9, and 11
Sears Credit Account Master Trust I 4 thru 6
Sears Credit Account Master Trust A 4 thru 12
We found such amounts to be in agreement.
b. We have proven the mathematical accuracy of the amounts
appearing in the following items as set forth in the Certificates based on
information obtained from the applicable month's Portfolio Monitoring and
Monthly Cash Flow Allocations Report:
Trust Items
Sears Credit Account Trust 1990A 6 and 10
Sears Credit Account Trust 1990C 6
Sears Credit Account Trust 1990D 6 and 10
Sears Credit Account Trust 1991A 6 and 10
Sears Credit Account Trust 1991B 6 and 10
Sears Credit Account Trust 1991C 6 and 10
Sears Credit Account Trust 1991D 6 and 10
It should be understood that we make no representations regarding
questions of legal interpretation or regarding the sufficiency for your
purposes of the procedures referred to above. Also, such procedures
would not necessarily reveal any material misstatement of the amounts
referred to therein. Further, we have addressed ourselves solely to the
foregoing items and amounts as set forth in the Certificates and make no
representations as to the adequacy of disclosure or regarding whether
any material facts have been omitted.
This letter is intended solely for the information and use of the Board of
Directors and management of Sears, Bank of America Illinois as
Trustee, and Investor Certificateholders and should not be used for any other
purpose.
/S/Deloitte & Touche LLP
Exhibit 28(b)
Ms. Alice M. Peterson Ms. Christine L. Linde
Vice President and Treasurer Trust Officer
Sears, Roebuck and Co. as Servicer Bank of America Illinois
Sears Tower as Trustee
Chicago, Illinois 60684 231 South LaSalle Street
Chicago, Illinois 60697
INDEPENDENT ACCOUNTANTS' REPORT
Annual Servicing Letter
We have examined management's assertion, included in its representation letter
dated March 24, 1995, that Sears, Roebuck and Co. ("Sears")
maintained an effective internal control structure as of December 31,
1994, insofar as such structure relates to the servicing and financial
reporting procedures provided by Sears to prevent or detect errors or
irregularities in amounts that would be material in relation to the
assets of the following Sears Credit Account Trusts, Sears Private
Credit Account Trusts and Sears Credit Account Master Trusts
(collectively the "Trusts") formed pursuant to the applicable Pooling
and Servicing Agreements (the "Agreements"):
Date of Applicable
Pooling and
Trust Servicing Agreement
Sears Credit Account Trust 1990A January 12, 1990
Sears Credit Account Trust 1990B February 22, 1990
Sears Credit Account Trust 1990C July 31, 1990
Sears Credit Account Trust 1990D October 15, 1990
Sears Private Credit Account Trust 1990-I November 30, 1990
Sears Credit Account Trust 1991A March 1, 1991
Sears Credit Account Trust 1991B May 15, 1991
Sears Credit Account Trust 1991C July 1, 1991
Sears Credit Account Trust 1991D September 15, 1991
Sears Credit Account Master Trust I November 18, 1992
Sears Credit Account Master Trust A February 1, 1993
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly,
included obtaining an understanding of the internal control structure as it
relates to servicing and financial reporting procedures performed by Sears,
testing and evaluating the design and operating effectiveness of the internal
control structure, and such other procedures as we
considered necessary in the circumstances. We believe that our
examination provides a reasonable basis for our opinion.
Because of the inherent limitations in any internal control structure,
errors or irregularities may occur and not be detected. Also,
projections of any evaluation of the internal control structure to
future periods are subject to the risk that the internal control
structure may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may
deteriorate.
In our opinion, management's assertion that Sears maintained an
effective internal control structure as of December 31, 1994, insofar
as such structure relates to the servicing and financial reporting
procedures provided by Sears to prevent or detect errors or
irregularities in amounts that would be material in relation to the
assets of the Trusts under the Agreements, taken as a whole, is fairly
stated, in all material respects, based upon criteria established by
"Internal Control - Integrated Framework" issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
In connection with our examination, nothing came to our attention which would
cause us to believe that the servicing provided by Sears has not
been conducted in compliance with the following applicable Sections of the
Agreements:
Applicable Sections
of the Pooling and
Trust Servicing Agreement
Sears Credit Account Trust 1990A 3.02, 4.03, 4.06, 4.07, 4.08, 8.07
Sears Credit Account Trust 1990B 3.02, 4.03, 4.05, 4.06, 4.07, 8.07
Sears Credit Account Trust 1990C 3.02, 4.03, 4.05, 4.06, 4.07, 8.07
Sears Credit Account Trust 1990D 3.02, 4.03, 4.06, 4.07, 4.08, 8.07
Sears Private Credit Account Trust 1990-I 3.02, 4.03, 4.04, 4.05, 4.06, 8.07
Sears Credit Account Trust 1991A 3.02, 4.03, 4.05, 4.06, 4.07, 8.07
Sears Credit Account Trust 1991B 3.02, 4.03, 4.05, 4.06, 4.07, 8.07
Sears Credit Account Trust 1991C 3.02, 4.03, 4.05, 4.06, 4.07, 8.07
Sears Credit Account Trust 1991D 3.02, 4.03, 4.05, 4.06, 4.07, 8.07
Sears Credit Account Master Trust I 4.03, 4.04, 4.05, 4.06, 8.07
Sears Credit Account Master Trust A 4.03, 4.04, 4.05, 4.06, 8.07
However, our examination was not directed primarily toward obtaining
knowledge of noncompliance with such Sections.
It should be understood that we make no representations regarding
questions of legal interpretation or regarding the sufficiency for your
purposes of the procedures referred to within this report.
This report is intended solely for the information and use of the Board of
Directors and management of Sears, Bank of America Illinois as
Trustee, and Investor Certificateholders and should not be used for any other
purpose.
March 24, 1995
/S/Deloitte & Touche LLP
