UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 31, 1994
Sears Credit Account Trust 1991 C
(Exact name of registrant as specified in charter)
Illinois 33-41533-01 Not Applicable
(State of (Commission (IRS Employer
Organization) File Number) 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
Former name, former address and former fiscal year, if changed
since last report: Not Applicable
<PAGE>
Item 5. Other Events
On January 31, 1994, Sears Credit Account Trust 1991C (the "Trust"),
by Continental Bank, National Association, as Trustee (the "Trustee"), Sears,
Roebuck and Co. and Sears Receivables Financing Group, Inc. entered into a
supplemental pooling and servicing agreement to amend the Pooling and Servicing
Agreement establishing the Trust. The foregoing actions were taken to conform
the Pooling and Servicing Agreement to the current standards. Each of Duff &
Phelps, Moody's Investors Service and Standard & Poor's has confirmed the credit
rating of the Investor Certificates.
Item 7. Financial Statements and Exhibits
4. Supplemental Pooling and Servicing Agreement
<PAGE>
SIGNATURES
Pursuant to the requirements 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 1991 C
(Registrant)
By: Sears Receivables Financing Group, Inc.
(Originator of the Trust)
Date: January 31, 1994 By: /S/ Alice M. Peterson
Alice M. Peterson
President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Page number
in sequential
Exhibit No. number system
4. Supplemental Pooling and Servicing 5
Agreement dated January 31, 1994.
<PAGE>
Exhibit 4
SEARS, ROEBUCK AND CO.
Servicer
SEARS RECEIVABLES
FINANCING GROUP, INC.
Seller
and
CONTINENTAL BANK,
NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
SUPPLEMENTAL POOLING AND SERVICING AGREEMENT
Dated as of January 31, 1994
amending
POOLING AND SERVICING AGREEMENT
Dated as of July 1, 1991
__________________________
SEARS CREDIT ACCOUNT TRUST 1991 C
8.65% CREDIT ACCOUNT
PASS-THROUGH CERTIFICATES
RECITALS
WHEREAS, the parties hereto entered into that certain
Pooling and Servicing Agreement, dated as of July 1, 1991, (the
"Existing Agreement"), among Sears, Roebuck and Co., as Servicer
("Sears"), Sears Receivables Financing Group, Inc., as Seller ("SRFG")
and Continental Bank, National Association, as Trustee (the "Trustee");
WHEREAS, the parties desire to effect certain amendments to the Existing
Agreement pursuant to Section 13.01 thereof.
AGREEMENT
NOW, THEREFORE, THIS SUPPLEMENTAL AGREEMENT WITNESSETH that, for
and in consideration of the above premises, Sears and SRFG agree with
the Trustee as follows:
I. Definitions - In General
Capitalized terms not otherwise defined herein shall have
the meaning ascribed to them in the Existing Agreement.
II. Amendments to Section 4.03
Section 2.01. Amendment to Section 4.03. The following
paragraph is inserted immediately following Section 4.03(f) of the
Existing Agreement:
(g) For any Due Period for which Collections have been deposited in
the Collections Account by the Servicer on a daily basis pursuant to
Section 4.03(b), notwithstanding the other provisions of this Section
4.03, the allocations of Collections pursuant to the provisions of
Section 4.03(c), Section 4.03(d) and Section 4.03(e) shall be deemed to be made
on the date the Servicer delivers the Monthly Investor
Certificateholders' Statement and the Monthly Servicer Certificate to
the Trustee. The Trustee is hereby authorized, upon receipt of the
Monthly Investor Certificateholders' Statement, the Monthly Servicer
Certificate and written instructions from the Servicer, to transfer
immediately to the Seller and/or the Servicer any funds in the
Collections Account that would otherwise be paid to the Seller and the
Servicer on the Distribution Date related to such Due Period; provided
that the Trustee shall only transfer such funds to the extent available from
cash on deposit (including cash proceeds from Permitted Investments maturing on
or prior to such date).
III. Miscellaneous
Section 3.01. Counterparts. This Supplemental Agreement
may be executed in any number of counterparts, each of which, when so
executed, shall be deemed to be an original, but all of which shall
together constitute but one and the same instrument.
Section 3.02. Governing Law. This Supplemental Agreement
shall be construed in accordance with the internal laws of the State of New
York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
IN WITNESS WHEREOF, SRFG, Sears and the Trustee have caused this
Supplemental Agreement to be duly executed by their respective
officers as of January 31, 1994.
SEARS RECEIVABLES FINANCING GROUP, INC.
as Seller
By:/S/ George F. Slook
Name: George F. Slook
Title: Vice President and Treasurer
SEARS, ROEBUCK AND CO.
as Servicer
By:/S/ Alice M. Peterson
Name: Alice M. Peterson
Title: Vice President and Treasurer
CONTINENTAL BANK, NATIONAL ASSOCIATION
as Trustee
By:/S/ Greg Jordan
Name: Greg Jordan
Title: Vice President
