As filed with the Securities and Exchange Commission on November 14, 1995
Registration Statement No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Sears Roebuck Acceptance Corp.
(Exact name of registrant as specified in its charter)
Delaware 51-0080535
(State of incorporation) (I.R.S. Employer Identification No.)
3711 Kennett Pike
Greenville, Delaware 19807
(302) 888-3100
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Sears, Roebuck and Co.
(Exact name of co-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
(708) 286-2500
(Address, including zip code, and telephone number,
including area code, of co-registrant's principal executive offices)
Keith E. Trost David Shute, Esq.
President Senior Vice President, Law
Sears Roebuck Acceptance Corp. and Corporate Secretary
3711 Kennett Pike Sears, Roebuck and Co.
Greenville, Delaware 19807 Sears Tower
(302) 888-3100 Chicago, Illinois 60684
(312) 875-2500
(Names, addresses, including zip code, and telephone numbers,
including area code, of agents for service)
Copies to:
Richard F. Kotz, Esq. Robert J. Pence, Esq. Michael D. Levin, Esq.
Secretary Senior Counsel Latham & Watkins
Sears Roebuck Corporate Law Sears Tower, Suite 5800
Acceptance Corp. Sears, Roebuck and Co. Chicago, Illinois 60606
3711 Kennett Pike 3333 Beverly Road
Greenville, Delaware 19807 Hoffman Estates,
Illinois 60179
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as
determined by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. X
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.
(Cover Continued on Following Page)
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. X
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Each Amount Offering Aggregate Amount of
Class of Securities To Be Price Per Offering Registration
To Be Registered Registered Unit(1) Price(1) Fee
Debt Securities $2,000,000,000 100% $2,000,000,000 $400,000
(1) Pursuant to Rule 429, the prospectus included in this registration
statement is a combined prospectus and also relates to Debt Securities having
an aggregate initial offering price not in excess of $1,589,000,000 which
have not yet been offered for sale under the original Registration Statement
No. 33-58139 on Form S-3. A filing fee of $1,034,490 was paid with respect to
the $3,000,000,000 amount of Debt Securities registered pursuant to
Registration Statement No. 33-58139, of which $547,935 represented the filing
fee associated with the amount of such Debt Securities which has not yet been
offered for sale.
The registrant and co-registrant hereby amend this registration statement on
such date or dates as may be necessary to delay its effective date until the
registrant and co-registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become
effective in accordance with section 8(a) of the Securities Act of 1933 or
until the registration statement shall become effective on such date as the
Commission, acting pursuant to said section 8(a), may determine.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
SUBJECT TO COMPLETION
Dated November 14, 1995
Sears Roebuck Acceptance Corp.
Debt Securities
Sears Roebuck Acceptance Corp. (``SRAC'') from time to time may offer up to
$3,589,000,000 aggregate initial offering price of its debt securities
consisting of debentures, notes and/or other unsecured evidences of
indebtedness (the ``Debt Securities''). If so provided in the accompanying
Prospectus Supplement, the Debt Securities of any series may be represented
in whole or in part by one or more Global Securities (``Global Securities'')
registered in the name of a depository's nominee and, if so represented,
beneficial interests in such Global Securities will be shown on, and
transfers thereof will be effected only through, records maintained by the
depository and its participants. The Debt Securities may be offered as
separate series in amounts, at prices and on terms to be set forth in
supplements to this Prospectus. It is anticipated that SRAC will sell Debt
Securities directly to institutional investors and may sell Debt Securities
to or through underwriters, and also may sell Debt Securities directly to
other purchasers or through agents. See ``Plan of Distribution.'' The
accompanying Prospectus Supplement or Prospectus Supplements (the
``Prospectus Supplement'') sets forth the names of any underwriters or agents
involved in the sale of the Debt Securities in respect of which this
Prospectus is being delivered, the principal amounts, if any, to be purchased
by underwriters and the compensation, if any, of such underwriters or agents.
The terms of the Debt Securities, including, where applicable, the specific
designation, aggregate principal amount, denominations, maturity, premium, if
any, rate (which may be fixed or variable) and time of payment of interest,
if any, terms for redemption at the option of SRAC or the Holder, terms for
sinking fund payments, the initial public offering price, the names of, and
the principal amounts, if any, to be purchased by underwriters and the
compensation of such underwriters, deferred pricing arrangements, if any, and
the other terms in connection with the offering and sale of the Debt
Securities in respect of which this Prospectus is being delivered, are set
forth in the accompanying Prospectus Supplement.
As used herein, Debt Securities shall include securities denominated in U.S.
dollars or, at the option of SRAC if so specified in the applicable
Prospectus Supplement, in any other currency or in composite currencies or in
amounts determined by reference to an index.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
November , 1995
No dealer, salesman or other person has been authorized to give any
information or to make any representation other than those contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the registered
securities to which it relates or an offer to sell or the solicitation of an
offer to buy such securities in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information is
correct as of any time subsequent to its date.
TABLE OF CONTENTS
Page
Available Information 3
Reports to Holders of Debt Securities 3
Incorporation of Certain Documents by Reference 3
Sears Roebuck Acceptance Corp. 4
Use of Proceeds 4
Summary Financial Information 5
Ratio of Earnings to Fixed Charges 6
Description of Debt Securities 6
Plan of Distribution 9
Legal Opinion 10
Experts 10
AVAILABLE INFORMATION
SRAC and Sears, Roebuck and Co. (``Sears''), SRAC's parent, are subject to
the informational requirements of the Securities Exchange Act of 1934, as
amended (the ``Exchange Act'') and in accordance therewith file reports and
other information with the Securities and Exchange Commission (the
``Commission''). Sears also files proxy statements with the Commission. Such
reports, proxy statements and other information can be inspected and copied
at the public reference facilities of the Commission in Room 1024, 450 Fifth
Street N.W., Washington, D.C. 20549; 7 World Trade Center, 13th Floor, New
York, New York 10048; and Suite 1400, Northwestern Atrium Center, 500 W.
Madison Street, Chicago, Illinois 60606; and copies of such materials can be
obtained from the public reference section of the Commission at 450 Fifth
Street N.W., Washington, D.C. 20549, at prescribed rates. Reports, proxy
statements and other information concerning Sears can also be inspected at
the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005, the Chicago Stock Exchange Incorporated, 440 South LaSalle
Street, Chicago, Illinois 60605, and the Pacific Stock Exchange, Inc., 301
Pine Street, San Francisco, California 94104.
Additional information regarding SRAC, Sears and the Debt Securities is
contained in the Registration Statement and the exhibits relating thereto,
filed with the Commission under the Securities Act of 1933, as amended (the
``Act''). For further information pertaining to SRAC, Sears and the Debt
Securities, reference is made to the Registration Statement, and the exhibits
thereto, which may be inspected without charge at the office of the
Commission at 450 Fifth Street N.W., Washington, D.C. 20549, and copies
thereof may be obtained from the Commission at prescribed rates.
REPORTS TO HOLDERS OF DEBT SECURITIES
Holders of Debt Securities will receive annual reports containing
information, including financial information that has been audited and
reported on by independent public accountants, about SRAC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Annual Reports on Form 10-K for the year ended December 31, 1994 and the
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, June
30 and September 30, 1995 and April 1, July 1 and September 30, 1995,
respectively, filed by SRAC and Sears, and the Current Reports on Form 8-K
for January 17, February 7, April 20, April 25, May 15, June 1 and June 20,
1995 filed by Sears and for June 8, 1995 filed by SRAC with the Commission
pursuant to Section 13 of the Exchange Act, are incorporated in and made part
of this Prospectus by reference. Pursuant to Rule 412 promulgated by the
Commission pursuant to the Act, the information incorporated by reference in
Sears Annual Report on Form 10-K for the fiscal year ended December 31, 1994
under Items 6 (Selected Financial Data), 7 (Management's Discussion and
Analysis of Financial Condition and Results of Operations) and 8 (Financial
Statements and Supplementary Data) has been superseded by the restated
financial information included in Sears Current Report on Form 8-K for May
15, 1995 reflecting Sears Allstate Insurance Group as discontinued
operations.
All documents filed by SRAC or 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
Prospectus and prior to the termination of the offering of the Debt
Securities (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) shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
SRAC will provide without charge to each person to whom a copy of this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated herein by reference (not
including exhibits to such documents unless such exhibits are specifically
incorporated by reference in such documents). Written or telephone requests
for such copies should be directed to Sears Roebuck Acceptance Corp., 3711
Kennett Pike, Greenville, Delaware 19807, Attention: Vice President, Finance
(302/888-3100).
SEARS ROEBUCK ACCEPTANCE CORP.
SRAC is a wholly-owned subsidiary of Sears and was incorporated in 1956 under
the laws of Delaware. Its general offices are located at 3711 Kennett Pike,
Greenville Delaware 19807 (302/888-3100). SRAC raises funds primarily from
the direct placement of commercial paper with corporate and institutional
investors and through intermediate-term loans, discrete underwritten debt and
medium-term notes. SRAC uses borrowing proceeds to acquire short-term notes
of Sears and purchase outstanding customer receivable balances from Sears.
Sears, which is a multi-line retailer that conducts Domestic and
International merchandising operations, uses the funds obtained from SRAC for
general funding purposes. SRAC, and not Sears, will be the sole obligor on
the Debt Securities.
SRAC's income is derived primarily from the earnings on its investment in the
notes and receivable balances of Sears. The interest rate on Sears notes is
presently calculated so that SRAC maintains an earnings to fixed charge ratio
of at least 1.25 times. The yield on the investment in Sears notes is related
to SRAC's borrowing costs and, as a result, SRAC's earnings fluctuate in
response to movements in interest rates and changes in Sears short-term
borrowing requirements. Subject to the provisions of the Indenture relating
to the Debt Securities, SRAC will be required to maintain a ratio of earnings
to fixed charges (determined in accordance with Item 503(d) of Regulation S-K
promulgated by the Commission) of not less than 1.10 for any fiscal quarter
and cause Sears to maintain ownership of all voting stock of SRAC as long as
any Debt Securities are outstanding, and Sears has agreed to pay SRAC such
amounts as may be necessary for such purpose and to maintain such ownership.
See ``Description of Debt Securities.''
At October 31, 1995, SRAC had eleven employees.
USE OF PROCEEDS
The net proceeds to be received by SRAC from the sale of the Debt Securities
offered hereby will be added to its general funds and initially used to
reduce short-term indebtedness. As indicated under ``Sears Roebuck Acceptance
Corp.,'' SRAC's principal business is the purchase of short-term notes of
Sears; also, on occasion, SRAC purchases customer receivable balances from
Sears Merchandise Group's Domestic credit operations. SRAC expects to incur
additional indebtedness, but the amount and nature thereof have not yet been
determined and will depend on economic conditions and certain capital
requirements of Sears. It is anticipated that Sears and its subsidiaries will
continue their practice of short-term borrowing and will, from time to time,
incur additional long-term debt and engage in securitization programs in
which credit card receivables are sold in public or private transactions.
Sears also may, from time to time, issue equity securities.
SUMMARY FINANCIAL INFORMATION
The following table sets forth certain summary financial information of SRAC
for the five years ended December 31, 1994. The summary information should be
read in conjunction with the financial statements of SRAC and the notes
thereto incorporated herein by reference.
1994 1993 1992 1991 1990
(dollars in millions)
Operating Results
Total revenues $282.7 $337.5 $696.5 $1,100.8 $1,347.4
Expenses
Interest and related
expenses 218.5 236.1 482.8 825.9 1,072.1
Total Expenses 220.4 276.7 532.3 894.1 1,077.2
Income taxes 22.1 21.3 56.1 70.3 91.8
Net income 40.2 39.5 108.1 136.4 178.4
Financial Position
Assets
Notes of Sears $6,842.5 $3,403.9 $10,493.6 $12,214.5 $14,578.2
Customer receivable
balances purchased
from Sears 81.5 88.0 963.4 1,042.8 -
Total assets 7,031.2 4,145.8 12,415.2 14,676.2 15,373.3
Liabilities
Debt payable within
one year
Commercial paper $4,912.9 $2,475.0 $8,515.3 $10,205.8 $10,331.0
Agreements with bank
trust departments 87.4 139.8 397.9 510.1 571.9
Debentures and notes 845.0 - - 204.0 925.0
Loan agreements with
SOFNV - 379.8 332.1 683.2 590.7
Total liabilities 5,853.5 3,008.3 9,287.0 11,656.1 12,489.6
Sears, Roebuck and Co.
investment in SRAC
Capital stock
(including capital
in excess of
par value) 35.0 35.0 365.2 365.2 365.2
Retained income 1,142.7 1,102.5 2,763.0 2,654.9 2,518.5
Debt as percentage of
equity 496% 263% 296% 384% 431%
Other Pertinent Data
Commercial paper
Average daily
outstandings $3,615 $3,812 $9,328 $10,543 $10,340
Agreements with bank
trust departments
Average daily
outstandings 124 402 747 643 848
Contractual Credit
Facilities (year-end) 5,132 4,200 10,812 11,801 10,775
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for SRAC for each of the years ended
December 31, 1994, 1993, 1992, 1991 and 1990 was 1.29, 1.26, 1.34, 1.25 and
1.25, respectively, and for the nine-month period ended September 30, 1995
was 1.26. Earnings consist of net income plus fixed charges and income
taxes. Fixed charges consist of interest costs and amortization of debt
discount and expense; rental expense is insignificant with no effect on the
calculation. The interest rate paid by Sears to SRAC on its investment in
Sears notes is presently calculated to produce earnings sufficient to cover
SRAC's fixed charges at least 1.25 times.
The ratio of income to fixed charges for Sears and its consolidated
subsidiaries for each of the years ended December 31, 1994, 1993, 1991 and
1990 was 2.06, 1.66, 1.16 and 0.96, respectively, and for the nine- and
twelve-month periods ended September 30, 1995 was 1.84 and 2.08,
respectively. For the year ended December 31, 1992, earnings did not cover
fixed charges by $2,869 million. In the computation of the ratio of income
to fixed charges for Sears and its consolidated subsidiaries, income
consists of income from continuing operations less undistributed net income
of unconsolidated subsidiaries plus fixed charges (excluding capitalized
interest) and federal and state income taxes. Fixed charges consist of
interest costs plus the portion of operating lease rentals which is
estimated to represent the interest element in such rentals.
DESCRIPTION OF DEBT SECURITIES
The following descriptions of the terms of the Debt Securities set forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt
Securities offered by any Prospectus Supplement (the ``Offered Debt
Securities'') and the extent, if any, to which such general provisions may
apply to the Debt Securities so offered will be described in the Prospectus
Supplement relating to such Offered Debt Securities.
The Debt Securities are to be issued under one of the Indentures (each, an
``Indenture'') referred to in the following sentence, a copy of the form of
which has been filed as an exhibit to the Registration Statement. SRAC has
entered into an Indenture with The Chase Manhattan Bank, N.A., as Trustee,
and may enter into Indentures with one or more other Trustees eligible to
act as Trustee under an Indenture pursuant to the Trust Indenture Act of
1939, as amended (each, a ``Trustee''). The particular Indenture under
which any series of Debt Securities is to be issued, and the identity of
the Trustee under such Indenture, will be identified in the Prospectus
Supplement relating to such series of Debt Securities. The following
summaries of certain provisions of the Debt Securities and the Indenture do
not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all the provisions of the Indenture, including
the definitions therein of certain terms. Whenever particular provisions or
defined terms in the Indenture are referred to herein, such provisions or
defined terms are incorporated by reference.
General
The Debt Securities will be unsecured obligations of SRAC.
The Indenture does not limit the amount of Debt Securities that may be
issued thereunder and provides that Debt Securities may be issued
thereunder from time to time in one or more series.
Reference is made to the Prospectus Supplement relating to the particular
series of Offered Debt Securities offered thereby for the following terms
of the Offered Debt Securities: (i) the title of the Offered Debt
Securities; (ii) any limit on the aggregate principal amount of the Offered
Debt Securities; (iii) the date or dates on which the Offered Debt
Securities will mature; (iv) the price (expressed as a percentage of the
aggregate principal amount thereof) at which the Offered Debt Securities
will be issued; (v) the rate or rates (which may be fixed or variable) per
annum at which the Offered Debt Securities will bear interest, if any; (vi)
the date from which such interest, if any, on the Offered Debt Securities
will accrue, the dates on which such interest, if any, will be payable, the
date on which payment of such interest, if any, will commence and the
Regular Record Dates for such Interest Payment Dates, if any; (vii) the
date or dates, if any, after or on which and the price or prices at which
the Offered Debt Securities may, pursuant to any optional or mandatory
redemption, conversion or exchange provisions, be redeemed, converted or
exchanged at the option of SRAC or of the Holder thereof and the other
detailed terms and provisions of such optional or mandatory redemption;
(viii) any subordination provisions; (ix) the dates, if any, on which and
the price or prices at which the Offered Debt Securities will, pursuant to
any mandatory sinking fund provisions, or may, pursuant to any optional
sinking fund provisions, be redeemed by SRAC, and the other detailed terms
and provisions of such sinking fund; (x) if other than the principal amount
thereof, the amount of Offered Debt Securities which shall be payable upon
declaration of acceleration of the Maturity thereof; (xi) the terms of any
warrants attached to the Offered Debt Securities; (xii) the currency or
currencies, including European Currency Units or other composite
currencies, in which Offered Debt Securities may be purchased and in which
principal, premium, if any, and interest, if any, on the Offered Debt
Securities will be payable; (xiii) any index used to determine the amount
of payments of principal, premium, if any, and interest, if any, on the
Offered Debt Securities; (xiv) whether the Offered Debt Securities are
issuable in whole or in part as one or more Global Securities and, in such
case, the name of the Depository for such Global Security or Global
Securities; (xv) the place or places, if other than as set forth in the
Indenture, where the principal, premium, if any, and interest, if any, on
the Offered Debt Securities will be payable; and (xvi) any other terms
relating to the Offered Debt Securities not inconsistent with the Indenture
but which may modify or delete any provision of the Indenture insofar as it
applies to such series; provided that no term thereof shall be modified or
deleted if imposed under the Trust Indenture Act and that any modification
or deletion of the rights, duties or immunities of the Trustee shall have
been consented to in writing by the Trustee.
Principal, premium, if any, and interest, if any, will be payable, and the
Debt Securities (other than Debt Securities represented by Global
Securities) will be transferable, at the office or agency of SRAC
maintained for such purposes in the Borough of Manhattan of The City of New
York, and at such other places, if any, in the city in which the principal
executive offices of SRAC or the city in which the principal corporate
trust office of the Trustee are located, as SRAC may designate, which,
except as otherwise specified in the Prospectus Supplement relating to a
particular series of Offered Debt Securities, will initially include the
principal corporate trust office of the Trustee in the Borough of Manhattan
of The City of New York and the principal executive offices of SRAC in
Greenville, Delaware. Unless other arrangements are made, interest on the
Debt Securities (other than Debt Securities represented by Global
Securities) will be paid by checks mailed to the Holders at their
registered addresses. (Sections 1.1, 2.5, 3.1, 3.2) Information with
respect to payment of principal, premium, if any, and interest, if any, on,
and transfers of beneficial interests in, Debt Securities represented by
Global Securities will be set forth in the Prospectus Supplement relating
thereto.
If the principal, premium, if any, and interest, if any, will be payable in
a currency other than U.S. dollars, including European Currency Units or
another composite currency, and such currency is not available for payment
due to the imposition of exchange controls or other circumstances beyond
the control of SRAC, SRAC shall satisfy its payment obligations in U.S.
dollars on the basis of the Market Exchange Rate for such currency on the
latest date for which such rate was established on or before the date on
which payment is due. (Section 2.12)
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Debt Securities will be issued only in fully registered form, without
coupons, in denominations of $1,000 or any integral multiple thereof. No
service charge will be made for any registration of transfer or exchange of
the Offered Debt Securities, but SRAC may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith. (Sections 2.2, 2.5)
Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a substantial discount below
their stated principal amount. Federal income tax consequences and other
special considerations applicable to any such Original Issue Discount
Securities will be described in the Prospectus Supplement relating thereto.
``Original Issue Discount Security'' means any security which provides for
an amount less than the principal amount thereof to be due and payable upon
the declaration of acceleration of the Maturity thereof upon the occurrence
of a default and the continuation thereof. (Sections 1.1, 6.1)
Certain Restrictions
The Indenture provides that SRAC will maintain a Fixed Charge Coverage
Ratio for any fiscal quarter of not less than 1.10 and that SRAC will cause
Sears to maintain ownership of all the voting stock of SRAC. ``Fixed Charge
Coverage Ratio'' means SRAC's ratio of earnings to fixed charges determined
in accordance with Item 503(d) of Regulation S-K promulgated by the
Commission, as in effect on the date of the Indenture. Pursuant to a letter
agreement between SRAC and Sears (the ``Fixed Charge Coverage and Ownership
Agreement''), Sears has agreed, for the benefit of holders of outstanding
Debt Securities, that, (i) as long as SRAC is so required to maintain such
Fixed Charge Coverage Ratio, Sears will pay SRAC such amounts which,
together with any other earnings available therefore, are sufficient for
SRAC to maintain such Fixed Charge Coverage Ratio and (ii) as long as SRAC
is so required to cause Sears to maintain ownership of SRAC, Sears will
maintain such ownership. The Indenture provides that SRAC (i) will cause
Sears to observe and perform in all material respects all covenants or
agreements of Sears contained in the Fixed Charge Coverage and Ownership
Agreement and (ii) will not amend, waive, terminate or otherwise modify any
provision of the Fixed Charge Coverage and Ownership Agreement. (Sections
1.1, 3.6).
Defaults
The following are defaults with respect to any series of Debt Securities:
(a) failure to pay the principal amount (and premium, if any) on such
series when due and payable; (b) failure to pay any interest on such series
when due, continued for 30 days (unless the entire amount of such payment
is deposited by SRAC with the Trustee or with a paying agent prior to the
expiration of 30 days); (c) failure to perform any other covenant of SRAC
in the Indenture (other than a covenant included in the Indenture solely
for the benefit of any series of Debt Securities other than that series),
continued for 60 days after written notice; (d) acceleration of
$100,000,000 or more in principal amount of indebtedness for borrowed money
of SRAC (including acceleration with respect to Debt Securities other than
that series) or Sears under the terms of the instrument under which such
indebtedness is issued or secured (including the Indenture), if such
indebtedness shall not have been discharged or such acceleration is not
annulled within 30 days after written notice or prior to the time principal
owed on the outstanding Debt Securities of that series shall be declared
due and payable, except as a result of compliance with applicable laws,
orders or decrees; and (e) certain events of bankruptcy, insolvency, or
reorganization. In addition, a particular series of Debt Securities may
provide for additional events of default, as may be described in the
Prospectus Supplement. If a default shall occur and be continuing with
respect to any series of Debt Securities, the Trustee or the Holders of a
majority in principal amount of the outstanding Debt Securities of that
series may declare the principal amount of such series (or, if the Debt
Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that
series) due and payable immediately, which declaration may, in certain
instances, be annulled by the Holders of a majority of the principal amount
of outstanding Debt Securities of that series. In the case of such
declaration, there would become due and payable such principal amount plus
any accrued interest or other periodic payments. (Section 6.1)
No Holder of any Debt Security of any series will have any right to
institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless such Holder previously shall have given to the Trustee
written notice of a default and unless also the Holders of a majority of
the principal amount of outstanding Debt Securities of that series shall
have made written request upon the Trustee, offering reasonable indemnity,
to institute such proceeding as Trustee, and the Trustee shall have
neglected or refused to institute such proceeding within a reasonable time.
However, the right of any Holder of any Debt Security of that series to
enforce the payment of principal and interest on such Debt Security, on or
after the due dates expressed in such Debt Security, may not be impaired or
affected. (Section 6.7)
SRAC is required to furnish annually to the Trustee statements as to the
performance or fulfillment of its covenants, agreements or conditions in
the Indenture and as to the absence of default. (Section 3.4)
Modification or Amendment of the Indenture
Modifications and alterations of the Indenture may be made by SRAC with the
consent of the Holders of a majority of the aggregate principal amount of
the outstanding Debt Securities of each series affected by the modification
or alteration, provided that no such change shall be made without the
consent of the Holders of each Debt Security then outstanding affected
thereby which will (a) permit the extension of the time of payment of any
payment on any such Debt Security, or a reduction in any such payment or
(b) reduce the above-stated percentage of Holders of any series of Debt
Securities whose consent is required to modify or alter the Indenture.
(Article XI)
Defeasance
Unless otherwise provided for in the accompanying Prospectus Supplement,
SRAC may discharge the Indenture with respect to Debt Securities of any
series (except for certain obligations to register the transfer or exchange
of Debt Securities of such series, replace mutilated, destroyed, lost and
stolen Debt Securities of such series, maintain paying agencies and hold
moneys for payment in trust) upon the deposit with the Trustee or a paying
agent, in trust, of (1) money in an amount sufficient, or (2) U.S.
Government Obligations (if the Debt Securities are denominated in U.S.
dollars) or Eligible Obligations (if the Debt Securities are denominated in
a Foreign Currency) which through the payment of interest and principal in
respect thereof in accordance with their terms will provide money in an
amount sufficient, or (3) any combination thereof in an amount sufficient,
to pay the principal, premium, if any, and each installment of interest on
the Debt Securities of such series on the dates such payments are due in
accordance with the terms of the Indenture and such Debt Securities. Such a
trust may only be established if, among other things, SRAC has received a
ruling from the Internal Revenue Service or an opinion of recognized
counsel who is not an employee of SRAC, in either case to the effect that,
among other things, the Holders of the Debt Securities of such series will
not recognize income, gain or loss for federal income tax purposes as a
result of such deposit and defeasance of the Indenture and will be subject
to federal income tax on the same amount and in the same manner and at the
same times, as would have been the case if such deposit and defeasance had
not occurred. Notwithstanding such deposit, the obligations of SRAC under
the Indenture to pay interest and principal shall remain in full force and
effect until the Debt Securities of such series have been paid in full.
(Section 13.4)
If and when a ruling from the Internal Revenue Service or an opinion of
recognized counsel can be provided without reliance upon the continuation
of SRAC's obligations regarding the payment of interest and principal, then
such obligations of SRAC shall cease upon delivery to the Trustee of such
ruling or opinion and compliance with the other conditions precedent
provided for in the Indenture. Under present ruling positions of the
Internal Revenue Service, such a ruling is not obtainable. (Section 13.4)
Regarding the Trustee
The Chase Manhattan Bank, N.A., which is a Trustee under an Indenture,
performs other services for SRAC.
PLAN OF DISTRIBUTION
General. SRAC may sell Debt Securities to or through underwriters, and also
may sell Debt Securities directly to other purchasers or through agents. It
is anticipated that SRAC will offer Debt Securities directly to brokers or
dealers, investment companies, insurance companies, banks, savings and loan
associations, trust companies or similar institutions, and trusts for which
a bank, savings and loan association, trust company or investment adviser
is the trustee or authorized to make investment decisions.
The distribution of the Debt Securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The
Prospectus Supplement will describe the method of distribution of the
Offered Debt Securities.
In connection with the sale of Debt Securities, underwriters may receive
compensation from SRAC or from purchasers of Debt Securities for whom they
may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell Debt Securities to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers
for whom they may act as agent. Underwriters, dealers and agents that
participate in the distribution of Debt Securities may be deemed to be
underwriters, and any discounts or commissions received by them and any
profit on the resale of Debt Securities by them may be deemed to be
underwriting discounts and commissions, under the Act. Any such underwriter
or agent will be identified, and any such compensation will be described,
in the Prospectus Supplement.
Under agreements which may be entered into by SRAC, underwriters, dealers
and agents who participate in the distribution of Debt Securities may be
entitled to indemnification by SRAC against certain liabilities, including
liabilities under the Act.
Delayed Delivery Arrangements. If so indicated in the Prospectus
Supplement, SRAC will authorize dealers or other persons acting as SRAC
agents to solicit offers by certain institutions to purchase Debt
Securities from SRAC pursuant to contracts providing for payment and
delivery on a future date. Institutions with which such contracts may be
made include commercial and savings banks, insurance companies, pension
funds, investment companies, educational and charitable institutions and
others, but in all cases such institutions must be approved by SRAC. The
obligations of any purchaser under any such contract will not be subject to
any conditions except that (i) the purchase of the Offered Debt Securities
shall not at the time of delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject, and (ii) if the Offered
Debt Securities are also being sold to underwriters, SRAC shall have sold
to such underwriters the Offered Debt Securities not sold for delayed
delivery. The dealers and such other persons will not have any
responsibility in respect of the validity or performance of such contracts.
Deferred Pricing Arrangements. The Prospectus Supplement relating to an
issue of Debt Securities will disclose any deferred pricing arrangement
between SRAC and any entity acting as an underwriter which would permit
SRAC to determine its ultimate cost of funds pertaining to such Debt
Securities at a later date through certain transactions indexed to U.S.
Treasury securities. Any such arrangement would be made pursuant to a
deferred pricing agreement signed simultaneously with the pricing agreement
which supplements the underwriting agreement. The deferred pricing
agreement would contain the formula used to determine any post-closing
purchase price adjustments.
LEGAL OPINION
The legality of the Debt Securities is being passed upon for SRAC by Robert
J. Pence, Senior Counsel, Corporate Law, of Sears. At October 31, 1995, Mr.
Pence owned 416 Sears common shares, including shares credited to his
account in The Savings and Profit Sharing Fund of Sears Employees as of
September 30, 1995, and had options granted under the Sears employees stock
plans relating to 3,920 shares.
EXPERTS
The financial statements and Summary Financial Information incorporated by
reference and included in this prospectus, respectively, have been audited
by Deloitte & Touche LLP, independent certified public accountants, as
stated in their reports incorporated by reference herein (which reports
express unqualified opinions and, with respect to Sears and consolidated
subsidiaries, includes an explanatory paragraph referring to Sears and
consolidated subsidiaries changing its method of accounting for
postretirement benefits in 1992), and with respect to the Summary Financial
Information has been included as Exhibit 99 to the Registration Statement.
Such financial statements and Summary Financial Information have been
incorporated by reference and included herein, respectively, in the
Registration Statement in reliance upon the reports of such firm and given
upon their authority as experts in accounting and auditing.
With respect to the unaudited interim financial information which is
incorporated herein by reference, Deloitte & Touche LLP have applied
limited procedures in accordance with professional standards for a review
of such information. However, as stated in their reports included in the
Quarterly Reports on Form 10-Q for the quarters ended April 1, July 1 and
September 30, 1995 for Sears and March 31, June 30 and September 30, 1995
for SRAC and incorporated by reference herein, they did not audit and they
did not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such information
should be restricted in light of the limited nature of the review
procedures applied. Deloitte & Touche LLP are not subject to the liability
provisions of Section 11 of the Securities Act of 1933 for their reports on
the unaudited interim financial information because those reports are not
``reports'' or a ``part'' of the registration statement prepared or
certified by an accountant within the meaning of Sections 7 and 11 of the
Act.
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
S.E.C. Registration Fee $400,000.00
Rating Agency Fee *
State Qualification Expense (including legal fees) *
Trustee's Fees *
Printing and Engraving *
Legal Fees *
Auditors' Fees *
Miscellaneous *
Total $ *
* To be filed by amendment
Item 15. Indemnification of Officers and Directors.
SRAC is a Delaware corporation. Section 145 of the General Corporation Law
of the State of Delaware (``GCL'') provides that a Delaware corporation has
the power to indemnify its officers and directors in certain circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was
or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation), against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred in
connection with such action, suit or proceeding provided that such director
or officer acted in good faith in a manner reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, provided that such director or officer
had no cause to believe his or her conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses actually and reasonably
incurred in connection with the defense or settlement of such action or
suit provided that such director or officer acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification may be made in respect of
any claim, issue or matter as to which such director or officer shall have
been adjudged to be liable for negligence or misconduct in the performance
of his or her duty to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action was brought shall
determine that despite the adjudication of liability such director or
officer is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he or she shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; and empowers the corporation to purchase
and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him or her or incurred
by him or her in any such capacity or arising out of his or her status as
such whether or not the corporation would have the power to indemnify him
or her against such liabilities under Section 145.
Article 11 of SRAC's Certificate of Incorporation provides for
indemnification of SRAC's officers and directors to the fullest extent
permitted by applicable law.
Certain directors of SRAC are also officers of Sears, a New York
corporation. Sections 721 through 724 of the New York Business Corporation
Law (``BCL'') provide that in certain circumstances a corporation may
indemnify directors and officers against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees, actually and
necessarily incurred as a result of any action or proceeding by it or in
the right of any other corporation which such directors or officers served
in any capacity at the request of Sears, if such director or officer acted,
in good faith, for a purpose which he or she reasonably believed not to be
opposed to, the best interests of SRAC and, in criminal actions or
proceedings, had no reasonable cause to believe that his conduct was
unlawful; provided, however, that no indemnification may be provided where
a person had been adjudged to have acted in bad faith or to have engaged in
active and deliberate dishonesty and were material to the cause of action
adjudicated, or to have gained a financial profit or other advantage to
which he or she was not legally entitled. A corporation is required to
indemnify against reasonable expenses (including attorneys' fees) any
director or officer who successfully defends any such actions. The
foregoing statements are subject to the detailed provisions of the BCL.
Article V of the by-laws of Sears provides that Sears shall indemnify to
the full extent permitted by law, any person made, or threatened to be
made, a party to, or who is otherwise involved in, any action, suit or
proceeding whether civil, criminal, administrative or investigative, by
reason of the fact that such person or his testator or intestate, while a
director or officer of Sears and at the request of Sears, is or was serving
another corporation in any capacity, against judgments, fines, amounts paid
in settlement and all expenses, including attorneys' fees, actually
incurred as a result of such action. Article V states that the
indemnification benefits provided thereby are contract rights, enforceable
as if set forth in a written contract.
Sears has in effect insurance policies in the amount of $100 million
covering all of Sears and SRAC's directors and officers in certain
instances where by law they may not be indemnified by Sears or SRAC.
The form of Underwriting Agreement and the form of Distribution Agreement,
filed as Exhibits 1(a) and 1(b) hereto, respectively, and incorporated
herein by reference, contain certain provisions relating to
indemnification.
Item 16. Exhibits.
1(a) Form of Underwriting Agreement.*
1(b) Form of Distribution Agreement.*
4(a) Form of Indenture.*
4(b) Fixed Charge Coverage and Ownership Agreement dated as of
May 15, 1995 between Sears Roebuck Acceptance Corp. and
Sears, Roebuck and Co. (incorporated by reference to Exhibit
4(e) to registrant's Current Report on Form 8-K for June 8,
1995, File No. 1-4040).
5 Opinion of Robert J. Pence.*
12(a) Calculation of Ratio of Earnings to Fixed Charges for Sears
Roebuck Acceptance Corp. for the year ended December 31,
1994 (incorporated by reference to Exhibit 12 to
registrant's Annual Report on Form 10-K for the year ended
December 31, 1994, File No. 1-4040).
12(b) Calculation of Ratio of Earnings to Fixed Charges for Sears
Roebuck Acceptance Corp. for the year ended December 31,
1993 (incorporated by reference to Exhibit 12 to
registrant's Annual Report on Form 10-K for the year ended
December 31, 1993, File No. 1-4040).
12(c) Calculation of Ratio of Earnings to Fixed Charges for Sears
Roebuck Acceptance Corp. for the year ended December 31,
1992 (incorporated by reference to Exhibit 12 to
registrant's Annual Report on Form 10-K for the year ended
December 31, 1992, File No. 1-4040).
12(d) Calculation of Ratio of Earnings to Fixed Charges for Sears
Roebuck Acceptance Corp. for the year ended December 31,
1991 (incorporated by reference to Exhibit 12 to
registrant's Annual Report on Form 10-K for the year ended
December 31, 1991, File No. 1-4040).
12(e) Calculation of Ratio of Earnings to Fixed Charges for Sears
Roebuck Acceptance Corp. for the year ended December 31,
1990 (incorporated by reference to Exhibit 12 to
registrant's Annual Report on Form 10-K for the year ended
December 31, 1990, File No. 1-4040).
12(f) Calculation of Ratio of Earnings to Fixed Charges for Sears
Roebuck Acceptance Corp. for the nine-month period ended
September 30, 1995 (incorporated by reference to Exhibit 12
to registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1995, File No. 1-4040).
12(g) Calculation of Ratio of Income to Fixed Charges for Sears,
Roebuck and Co. and consolidated subsidiaries for each of
the five years ended December 31, 1994, and for the twelve-
and nine-month periods ended September 30, 1995
(incorporated by reference to Exhibit 12 to Sears Quarterly
Report on Form 10-Q for the quarterly period ended September
30, 1995, File No. 1-416).
15(a) Acknowledgement of awareness from Deloitte & Touche LLP
concerning unaudited interim financial information (Sears
Roebuck Acceptance Corp.).*
15(b) Acknowledgement of awareness from Deloitte & Touche LLP
concerning unaudited interim financial information (Sears,
Roebuck and Co.).*
23(a) Consent of Deloitte & Touche LLP (Sears Roebuck Acceptance
Corp.).*
23(b) Consent of Deloitte & Touche LLP (Sears, Roebuck and Co.).*
23(c) Consent of Robert J. Pence (included in Exhibit 5).
24(a) Power of Attorney of certain officers and directors of the
Registrant.**
24(b) Power of Attorney of certain officers and directors of the
Co-Registrant.**
26 Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended.*
99 Report of Independent Certified Public Accountants.*
* To be filed by amendment.
** Filed herewith.
Item 17. Undertakings
The undersigned registrant and co-registrant hereby undertake:
(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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
``Calculation of Registration Fee'' table in the effective
registration statement;
(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 (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant or co-registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 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.
The undersigned registrant and co-registrant hereby undertake that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's or co-registrant's annual report pursuant
to section 13(a) or section 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant or co-registrant pursuant to the provisions described in
this registration statement above, or otherwise, the registrant and the
co-registrant have 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 or co-registrant in the successful
defense of any action, suit or proceeding) is asserted against the
registrant or co-registrant by such director, officer or controlling person
in connection with the securities being registered, the registrant or
co-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
Pursuant to the requirements of the Securities Act of 1933, the registrant
and co-registrant certify that they have reasonable grounds to believe that
they meet all of the requirements for filing on Form S-3 and have duly
caused this registration statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in Greenville, State of Delaware,
and Hoffman Estates, State of Illinois, respectively, on the 14th day of
November, 1995.
SEARS ROEBUCK ACCEPTANCE CORP.
By KEITH E. TROST*
Keith E. Trost
President
SEARS, ROEBUCK AND CO.
By ALICE M. PETERSON**
Alice M. Peterson
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities and on the date indicated.
Signature Title Date
KEITH E. TROST* Director and President of
Sears Roebuck Acceptance Corp.
(Principal Executive Officer)
STEPHEN D. CARP* Vice President, Finance and
Assistant Secretary of Sears
Roebuck Acceptance Corp.
(Principal Financial and
Accounting Officer)
JAMES A. BLANDA* Director of Sears Roebuck
Acceptance Corp.
JAMES D. CONSTANTINE* Director of Sears Roebuck
Acceptance Corp.
ALAN J. LACY* Director of Sears Roebuck
Acceptance Corp.
ALICE M. PETERSON** Director of Sears Roebuck
Acceptance Corp.
LARRY R. RAYMOND* Director of Sears Roebuck
Acceptance Corp.
GEORGE F. SLOOK* Director of Sears Roebuck
Acceptance Corp.
[RIGHT BRACE]
ARTHUR C. MARTINEZ** Director, Chairman of the November 14, 1995
Board of Directors,
President and Chief
Executive Officer of
Sears, Roebuck and Co.
(Principal Executive Officer)
ALAN J. LACY** Executive Vice President
and Chief Financial
Officer of Sears,
Roebuck and Co.
(Principal Financial Officer)
JAMES A. BLANDA** Vice President and Controller
of Sears, Roebuck and Co.
(Principal Accounting Officer)
HALL ADAMS, JR.** Director of Sears, Roebuck and Co.
WARREN L. BATTS** Director of Sears, Roebuck and Co.
JAMES W. COZAD ** Director of Sears, Roebuck and Co.
WILLIAM E. LAMOTHE** Director of Sears, Roebuck and Co.
MICHAEL A. MILES** Director of Sears, Roebuck and Co.
NANCY C. REYNOLDS** Director of Sears, Roebuck and Co.
CLARENCE B. ROGERS, JR.**Director of Sears, Roebuck and Co.
DONALD H. RUMSFELD** Director of Sears, Roebuck and Co.
*By /s/ KEITH E. TROST Individually and as Attorney-in-fact
Keith E. Trost
**By /s/ LARRY R. RAYMOND Individually and as Attorney-in-fact
Larry R. Raymond
EXHIBIT INDEX
Exhibit Description
1(a) Form of Underwriting Agreement.*
1(b) Form of Distribution Agreement.*
4(a) Form of Indenture.*
4(b) Fixed Charge Coverage and Ownership Agreement dated as of
May 15, 1995 between Sears Roebuck Acceptance Corp. and
Sears, Roebuck and Co. (incorporated by reference to Exhibit
4(e) to registrant's Current Report on Form 8-K for June 8,
1995, File No. 1-4040).
5 Opinion of Robert J. Pence.*
12(a) Calculation of Ratio of Earnings to Fixed Charges for Sears
Roebuck Acceptance Corp. for the year ended December 31,
1994 (incorporated by reference to Exhibit 12 to
registrant's Annual Report on Form 10-K for the year ended
December 31, 1994, File No. 1-4040).
12(b) Calculation of Ratio of Earnings to Fixed Charges for Sears
Roebuck Acceptance Corp. for the year ended December 31,
1993 (incorporated by reference to Exhibit 12 to
registrant's Annual Report on Form 10-K for the year ended
December 31, 1993, File No. 1-4040).
12(c) Calculation of Ratio of Earnings to Fixed Charges for Sears
Roebuck Acceptance Corp. for the year ended December 31,
1992 (incorporated by reference to Exhibit 12 to
registrant's Annual Report on Form 10-K for the year ended
December 31, 1992, File No. 1-4040).
12(d) Calculation of Ratio of Earnings to Fixed Charges for Sears
Roebuck Acceptance Corp. for the year ended December 31,
1991 (incorporated by reference to Exhibit 12 to
registrant's Annual Report on Form 10-K for the year ended
December 31, 1991, File No. 1-4040).
12(e) Calculation of Ratio of Earnings to Fixed Charges for Sears
Roebuck Acceptance Corp. for the year ended December 31,
1990 (incorporated by reference to Exhibit 12 to
registrant's Annual Report on Form 10-K for the year ended
December 31, 1990, File No. 1-4040).
12(f) Calculation of Ratio of Earnings to Fixed Charges for Sears
Roebuck Acceptance Corp. for the nine-month period ended
September 30, 1995 (incorporated by reference to Exhibit 12
to registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1995, File No. 1-4040).
12(g) Calculation of Ratio of Income to Fixed Charges for Sears,
Roebuck and Co. and consolidated subsidiaries for each of
the five years ended December 31, 1994, and for the twelve-
and nine-month periods ended September 30, 1995
(incorporated by reference to Exhibit 12 to Sears Quarterly
Report on Form 10-Q for the quarterly period ended September
30, 1995, File No. 1-416).
15(a) Acknowledgement of awareness from Deloitte & Touche LLP
concerning unaudited interim financial information (Sears
Roebuck Acceptance Corp.).*
15(b) Acknowledgement of awareness from Deloitte & Touche LLP
concerning unaudited interim financial information (Sears,
Roebuck and Co.).*
23(a) Consent of Deloitte & Touche LLP (Sears Roebuck Acceptance
Corp.).*
23(b) Consent of Deloitte & Touche LLP (Sears, Roebuck and Co.).*
23(c) Consent of Robert J. Pence (included in Exhibit 5).
24(a) Power of Attorney of certain officers and directors of the
Registrant.**
24(b) Power of Attorney of certain officers and directors of the
Co-Registrant.**
26 Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended.*
99 Report of Independent Certified Public Accountants.*
* To be filed by amendment.
** Filed herewith.
Exhibit 24(a)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned,
being a director or officer, or both, of SEARS ROEBUCK ACCEPTANCE CORP.,
a Delaware corporation (the "Corporation"), does hereby constitute and
appoint KEITH E. TROST, GEORGE F. SLOOK, STEPHEN D. CARP, RICHARD F.
KOTZ and VENRICE R. PALMER, 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 Corporation to comply with the
Securities Act of 1933, as amended, and the Trust Indenture Act of 1939,
as amended, and any requirements or regulations of the Securities and
Exchange Commission in respect thereto, in connection with the
registration under said Securities Act of debt securities to be issued
by the Corporation under the provisions of an appropriate indenture and
the qualification of said indenture under said Trust Indenture Act,
including specifically, but without limitation of the general authority
hereby granted, the power and authority to sign his name in the name and
on behalf of the Corporation or as a director or officer, or both, of
the Corporation, as indicated below opposite his signature, to the
registration statement, or any amendment, post-effective amendment or
papers supplemental thereto, to be filed in respect of said debt
securities; and each of the undersigned does hereby 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, as of this 24th day of March, 1995.
NAME TITLE
/S/Keith E. Trost Director and President
Keith E. Trost (Principal Executive Officer)
/S/Stephen D. Carp Vice President, Finance
Stephen D. Carp and Assistant Secretary
(Principal Financial
and Accounting Officer)
/S/James A. Blanda Director
James A. Blanda
<PAGE>
/S/James D. Constantine Director
James D. Constantine
/S/Alan J. Lacy Director
Alan J. Lacy
/S/Alice M. Peterson Director
Alice M. Peterson
/S/Larry R. Raymond Director
Larry R. Raymond
/S/George F. Slook Director
George F. Slook
Exhibit 24(b)
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 EDWARD A. BRENNAN, JAMES M.
DENNY, DAVID SHUTE, 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
to comply with the Securities Act of 1933, as amended (the
"Securities Act"), the Trust Indenture Act of 1939, as
amended, and any requirements or regulations of the Securities
and Exchange Commission in respect thereto, in connection with
the registration under said Securities Act of issues of debt
securities, guarantees, certificates of interest in trusts,
common or preferred shares of the Company (including without
limitation common or preferred shares of the Company into
which any of such securities are convertible), interests in
such preferred shares, other securities, or warrants or rights
to purchase or receive any of the foregoing, to be issued or
sold by the Company (or by subsidiaries of the Company where
the Company signs, as co-registrant, registration statements
filed by such subsidiaries under said Securities Act), where
applicable under the provisions of appropriate indentures, and
the qualification of said indentures under said Trust
Indenture Act, including specifically, but without limitation
of the general authority hereby granted, the power and
authority to sign his or her name as director or officer, or
both, of the Company, as indicated below opposite his or her
signature, to the registration statements, or any amendments,
post-effective amendments, supplements or paper supplemental
thereto, to be filed in respect of said debt securities,
guarantees, certificates of interest, common shares, preferred
shares or interests therein, other securities, or warrants or
rights, 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 his or her name, this 14th day of November, 1995.
NAME TITLE
/s/ James A. Blanda Vice President and Controller
James A. Blanda (Principal Accounting Officer)
/s/ Hall Adams, Jr. Director
Hall Adams, Jr.
/s/ Warren L. Batts Director
Warren L. Batts
/s/ James W. Cozad Director
James W. Cozad
/s/ W. E. La Mothe Director
William E. LaMothe
/s/ Michael A. Miles Director
Michael A. Miles
/s/ Nancy C. Reynolds Director
Nancy C. Reynolds
/s/ C. B. Rogers, Jr. Director
Clarence B. Rogers, Jr.
/s/ Donald H. Rumsfeld Director
Donald H. Rumsfeld
<PAGE>
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, ALAN J.
LACY, DAVID SHUTE, ALICE M. PETERSON and JAMES A. BLANDA, 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
to comply with the Securities Act of 1933, as amended (the
"Securities Act"), the Trust Indenture Act of 1939, as
amended, and any requirements or regulations of the Securities
and Exchange Commission in respect thereto, in connection with
the registration under said Securities Act of issues of debt
securities, guarantees, certificates of interest in trusts,
common or preferred shares of the Company (including without
limitation common or preferred shares of the Company into
which any of such securities are convertible), interests in
such preferred shares, other securities, or warrants or rights
to purchase or receive any of the foregoing, to be issued or
sold by the Company (or by subsidiaries of the Company where
the Company signs, as co-registrant, registration statements
filed by such subsidiaries under said Securities Act), where
applicable under the provisions of appropriate indentures, and
the qualification of said indentures under said Trust
Indenture Act, including specifically, but without limitation
of the general authority hereby granted, the power and
authority to sign his name as director or officer of the
Company, as indicated below opposite his signature, to the
registration statements, or any amendments, post-effective
amendments, supplements or paper supplemental thereto, to be
filed in respect of said debt securities, guarantees,
certificates of interest, common shares, preferred shares or
interests therein, other securities, or warrants or rights,
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 his name, this 14th day of November, 1995.
NAME TITLE
/S/Arthur C. Martinez Director, President
and Chief Executive
Arthur C. Martinez Officer (Principal
Executive Officer)
/S/Alan J. Lacy Chief Financial
Officer
Alan J. Lacy (Principal
Financial Officer)
SEARS, ROEBUCK AND CO.
SEARS TOWER
CHICAGO, ILLINOIS 60684
ALICE M. PETERSON
Vice President and Treasurer
APPOINTMENT AND DESIGNATION
I, ALICE M. PETERSON, Vice President and Treasurer of
Sears, Roebuck and Co. (the "Company"), do hereby appoint and
designate LARRY R. RAYMOND, Assistant Treasurer, for such time
as he reports to me in connection with corporate finance
matters of the Company or until I rescind this appointment and
designation in writing: to execute and deliver on behalf of
the Company, in connection with authorized corporate finance
transactions, all such agreements, applications, certificates,
instructions, receipts, checks, drafts, vouchers, notes,
documents, and other instruments whatsoever that he may deem
proper to transact the financial affairs of the Company; to
execute and file with the Securities and Exchange Commission
in the name and on the behalf of the Company and any officer
of the Company, registration statements and any amendments and
supplements thereto, indentures, prospectuses, exhibits,
documents or other instruments to the same extent that I am
empowered to do so; and, pursuant to the power of substitution
and resubstitution relating to any powers of attorney given to
me, to execute, file or deliver any and all instruments and to
do any and all acts and things he may deem advisable to enable
the Company to comply with the Securities Act of 1933, as
amended, the Trust Indenture Act of 1939, as amended, and any
requirements or regulations of the Securities and Exchange
Commission in respect thereto, in connection with the
registration under said Securities Act of issues of preferred
shares and interests in any such preferred shares as have been
issued by the Company to one or more institutions with a view
to the subsequent sale of such interests to other investors in
public transactions, debt securities, guarantees, warrants or
rights to purchase or receive any debt securities,
certificates of interest in grantor trusts, or common shares
of the Company into which such debt securities are convertible
to be issued by the Company under the provisions of
appropriate indentures and the qualification of said
indentures under said Trust Indenture Act to the extent I am
empowered to do so.
This appointment and designation is subscribed by me as
of this 11th day of May, 1995.
_/s/ Alice M. Peterson
ALICE M. PETERSON
Vice President and
Treasurer
