SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 20, 1993
SEARS ROEBUCK ACCEPTANCE CORP.
(Exact name of registrant as specified in charter)
Delaware 1-4040 51-0080535
(State or Other (Commission (IRS Employer
Jurisdicion of File Number) Identification
Incorporation) Number)
3711 Kennett Pike, Greenville, Delaware 19807
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (302) 888-3114
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Item 5. Other Events.
The Board of Directors of Sears Roebuck Acceptance Corp. ("SRAC")
declared a $1.7 billion dividend on December 20, 1993 to its sole
stockholder, Sears, Roebuck and Co. ("Sears"), payable on
December 30, 1993. The Board also approved payment to Sears on
December 30, 1993 of $330 million out of Capital in Excess of Par
Value; such payment is characterized as a dividend under the
Delaware General Corporation Law. Payments for these
transactions were effected by reducing SRAC's investment in the
Notes of Sears by $2.0 billion.
This reduction of the Capital Base was made possible by a
decrease in the funding requirements of Sears, as a portion of
the proceeds from the strategic repositioning of Sears was used
to reduce SRAC's commercial paper. Sears strategic repositioning
was completed in November 1993 with the sale of its Sears
Mortgage Banking Operations.
The impact of the above mentioned activity on the financial
position of SRAC is shown in the following table:
12/31/93 9/30/93 12/31/92*
(billions) UNAUDITED
Assets $4.2 $6.2 $12.4
Debt 3.1 3.0 9.3
Equity 1.1 3.2 3.1
D/E Ratio 2.82:1 .94:1 3.00:1
On December 20, 1993 the Board of SRAC approved the sale by SRAC
to Sears of $848 million the net book value of the Retail
Customer Receivable Balances ("RCRB") owned by SRAC. The RCRB
were sold to Sears on December 30, 1993.
*The 12/31/92 figures were taken from the audited financial
statements at that date.
Item 7. Financial Statements, Pro Forma Financial Information
Exhibits.
Exhibit Description
10 Repurchase Agreement dated as of December 30, 1993
between Sears, Roebuck and Co. and Sears Roebuck
Acceptance Corp.<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 ROEBUCK ACCEPTANCE CORP.
Date: January 10, 1994 By: \s\ KEITH E. TROST
KEITH E. TROST
Vice President-Finance and
Administration and Assistant
Secretary
<PAGE>
EXHIBIT INDEX
10 Repurchase Agreement dated as of December 30, 1993
between Sears, Roebuck and Co. and Sears Roebuck
Acceptance Corp.<PAGE>
REPURCHASE AGREEMENT
THIS REPURCHASE AGREEMENT, dated as of December 30, 1993,
is entered into between SEARS, ROEBUCK AND CO., a New York
corporation (the "Repurchaser"), and SEARS ROEBUCK ACCEPTANCE
CORP., a Delaware corporation (the "Reseller").
W I T N E S S E T H:
WHEREAS, the Repurchaser and the Reseller are parties
to that certain Purchase Agreement dated as of December 18, 1991
(the "Purchase Agreement"), pursuant to which the Repurchaser has
sold Principal Receivables arising from certain Accounts to
Reseller; and
WHEREAS, the Repurchaser desires to purchase, and the
Reseller desires to sell, said Principal Receivables;
NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein contained, the parties hereto agree
as follows:
1. Definitions. Terms defined in the Purchase
Agreement and not otherwise defined herein have for purposes
hereof the meanings set forth in the Purchase Agreement. The
following additional terms have for purposes hereof the meanings
set forth below:
"Final Settlement Date" shall mean the Settlement Date
occurring on December 30, 1993.
"Reassignment" means an instrument of assignment in
substantially the form of Exhibit A hereto duly executed by the
Reseller.
2. Agreement to Purchase and Sell. (a) Upon the
terms and conditions of this Agreement, the Reseller agrees to
sell to the Repurchaser, and the Repurchaser agrees to purchase
from the Reseller, all right, title and interest of the Reseller
in and to all Principal Receivables sold to Reseller by
Repurchaser pursuant to the Purchase Agreement, on the Final
Settlement Date.
(b) The sale hereunder shall transfer ownership of said
Principal Receivables including all rights to Collections due to
the Reseller with respect thereto, as of the end of the next
preceding Accounting Period with respect to the Final Settlement
Date. Such sale shall be effected by the execution and delivery
by the Reseller of a Reassignment on the Final Settlement Date.
The purchase price for said Principal Receivables shall be
$847,620,889.60. In addition, Repurchaser shall pay to Reseller,
on the Final Settlement Date, interest on the aggregate unpaid
balances of said Principal Receivables as of the end of the next
preceding Accounting Period at the prime lending rate of
Continental Bank, N.A. in effect on November 30, 1993, for the
period from December 1, 1993 to December 30, 1993.
<PAGE>
(c) The final administrative fee under the Purchase
Agreement will be payable with respect to the Accounting Period
ending in November 1993. Subsequent to the Final Settlement
Date, no further purchases of Principal Receivables, Collections,
settlements, administrative fee payments or other payments under
the Purchase Agreement shall be made, unless and until such time
as the parties shall otherwise specify in writing.
3. No Recourse. The parties hereto acknowledge that
said Principal Receivables will be sold to the Repurchaser
without recourse of any kind against the Reseller.
4. Representation and Warranty of Reseller. The
Reseller represents and warrants to the Repurchaser as of the
date hereof and as of the Final Settlement Date that since the
dates of purchase by the Reseller under the Purchase Agreement,
the Reseller has not sold, transferred or encumbered any of the
said Principal Receivables or any interest therein. No other
representation or warranty is made by the Reseller with respect
to the subject matter of this Agreement.
5. Further Assurances. Upon the execution and
delivery of the Reassignment, Reseller shall, at the expense of
the Repurchaser, execute such Uniform Commercial Code termination
statements and such other documents as Repurchaser may reasonably
request to evidence the termination of the ownership interest of
Reseller in said Principal Receivables and to confirm the absence
of any interest of the Reseller in said Principal Receivables
sold to the Repurchaser hereunder
6. Successors and Assigns. This Agreement shall be
binding upon the Repurchaser and the Reseller, and shall inure to
the benefit of the Repurchaser and the Reseller and their
respective successors and assigns.
7. Counterparts. This Agreement may be executed in
any number of counterparts all of which taken together shall
constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers.
SEARS, ROEBUCK AND CO.
By: \s\ ALICE M. PETERSON
Alice M. Peterson
Vice President and Treasurer
SEARS ROEBUCK ACCEPTANCE CORP.
By: \s\ MICHAEL W. PHILLIPS
Michael W. Phillips
President and Chief
Executive Officer
<PAGE>
EXHIBIT A
ASSIGNMENT
FOR VALUE RECEIVED, in accordance with the Repurchase
Agreement dated as of December 30, 1993 (the "Agreement") between
the undersigned and SEARS, ROEBUCK AND CO. (the "Repurchaser"),
the undersigned does hereby sell, assign and transfer unto the
Repurchaser and its successors and assigns all right, title and
interest of the undersigned in all Principal Receivables, at the
close of business on December 30, 1993.
This assignment is made without recourse to the
undersigned and is made without warranty or representation except
for the representation and warranty expressly set forth in the
Agreement.
IN WITNESS WHEREOF, the undersigned, through its duly
authorized officer, has caused this Assignment to be duly
executed as of the 30th day of December, 1993.
SEARS ROEBUCK ACCEPTANCE CORP.
By: ___________________________
Name:
Title:
<PAGE>
