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) January 23, 1996
SEARS ROEBUCK ACCEPTANCE CORP.
(Exact name of registrant as specified in charter)
Delaware 1-4040 51-0080535
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
3711 Kennett Pike, Greenville, Delaware 19807
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (302) 888-3112
<PAGE>
Item 5. Other Events.
On January 23, 1996, Registrant executed a Pricing
Agreement with Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Morgan, Stanley & Co. Incorporated and Salomon
Brothers Inc, (the "Pricing Agreement"), as the several underwriters
named therein, relating to $250,000,000 aggregate principal amount
of Registrant's 6 1/8% Notes due January 15, 2006 pursuant to an
Underwriting Agreement previously executed with Goldman, Sachs &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan,
Stanley & Co. Incorporated and Salomon Brothers Inc, dated September
7, 1995 relating to debt securities.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
1 Pricing Agreement, dated January 23, 1996, among
Registrant, Goldman, Sachs & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan
Stanley & Co. Incorporated and Salomon Brothers
Inc.
4 Form of 6 1/8% Note.
5 Opinion of Robert J. Pence dated January 23,
1996, relating to the validity of $250,000,000
aggregate principal amount of 6 1/8% Notes due
January 23, 2006.
23 Consent of Robert J. Pence (included in Exhibit
5).
<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 29, 1996 By:
KEITH E. TROST
President
<PAGE>
EXHIBIT INDEX
1 Pricing Agreement, dated January 23, 1996, among
Registrant, Goldman, Sachs & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley &
Co. Incorporated and Salomon Brothers Inc.
4 Form of 6 1/8% Note.
5 Opinion of Robert J. Pence dated January 23, 1996,
relating to the validity of $250,000,000 aggregate
principal amount of 6 1/8% Notes due January 23,
2006.
23 Consent of Robert J. Pence (included in Exhibit 5).
PRICING AGREEMENT
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED
SALOMON BROTHERS INC
As the several Underwriters named
in Schedule I hereto
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
January 18, 1996
Dear Sirs:
Sears Roebuck Acceptance Corp., a Delaware corporation (the
"Company"), proposes subject to the terms and conditions stated
herein and in the Underwriting Agreement, dated September 7,
1995 (the "Underwriting Agreement"), executed between the
Company and Sears, Roebuck and Co. ("Sears"), on the one hand,
and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, J.P. Morgan Securities Inc., Morgan Stanley & Co.
Incorporated and Salomon Brothers Inc on the other hand, to
issue and sell to the Underwriters named in Schedule I hereto
(the "Underwriters") the Securities specified in Schedule II
hereto (the "Designated Securities"). Each of the provisions of
the Underwriting Agreement is incorporated herein by reference
in its entirety, and shall be deemed to be a part of this
Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and
warranties set forth therein shall be deemed to have been made
at and, except where otherwise specified, as of the date of this
Pricing Agreement, except that each representation and warranty
with respect to the Prospectus in Sections 2 and 3 of the
Underwriting Agreement shall be deemed to be a representation
and warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined) and also a
representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or
supplemented. Unless otherwise defined herein, terms defined in
the Underwriting Agreement are used herein as therein defined.
An amendment to the Registration Statement, or a supplement to
the Prospectus, as the case may be, relating to the Designated
Securities, in the form heretofore delivered to you is now
proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the
Company agrees to issue and sell to each of the Underwriters,
and each of the Underwriters agrees, severally and not jointly,
to purchase from the Company, at the time and place and at a
purchase price to the Underwriters set forth in Schedule II
hereto, the principal amount of Designated Securities set forth
opposite the name of such Underwriter in Schedule I hereto, less
the principal amount of Designated Securities covered by Delayed
Delivery Contracts, if any, as may be specified in such Schedule
II.
If the foregoing is in accordance with your understanding,
please sign and return two counterparts hereof.
Very truly yours,
SEARS ROEBUCK ACCEPTANCE CORP.
By: /S/Keith E. Trost
SEARS, ROEBUCK AND CO.
/S/Alice M. Peterson
Accepted as of the date hereof:
/S/ Goldman, Sachs & Co.
(Goldman, Sachs & Co.)
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /S/Deborah H. Quizzo
Managing Director
J.P. MORGAN SECURITIES INC.
By: /S/ T. Kelley Millet
Managing Director
MORGAN STANLEY & CO. INCORPORATED
By: /S/Steven P. Anderson
Principal
SALOMON BROTHERS INC
By: /S/Anne Clark Wolff
Vice President
<PAGE>
SCHEDULE I
Underwriter Principal Amount of Designated Securities to
be purchased
Goldman, Sachs & Co. $ 50,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 50,000,000
J.P. Morgan Securities Inc. 50,000,000
Morgan Stanley & Co. Incorporated 50,000,000
Salomon Brothers Inc 50,000,000
Total $250,000,000
<PAGE>
SCHEDULE II
Title of Designated Securities:
6-1/8% Notes due January 15, 2006
Aggregate principal amount:
$250,000,000
Price to Public:
99.637% of the principal amount of
the Designated Securities, plus accrued
interest from January 23, 1996 to the Time of
Delivery
Purchase Price by Underwriters:
99.012% of the principal amount of the
Designated Securities, plus accrued
interest from January 23, 1996 to the Time of
Delivery
Indenture:
Indenture, dated as of May 15, 1995,
between the Company and The Chase Manhattan
Bank, N.A., as Trustee
Maturity:1
Interest Rate:1
Interest Payment dates:1
Redemption Provisions:1
Sinking Fund Provisions:
None
Time of Delivery:
9:00 A.M., Chicago time, January 23, 1996
Funds in which payment by Underwriters to Company to be made:
Same day funds
Method of Payment:
Wire transfer to The Chase Manhattan Bank, N.A., for the
Account of Sears Roebuck Acceptance
Corp., Account No. 900-9000317
Closing Location:
Hoffman Estates, Illinois and Delaware<PAGE>
Delayed Delivery:
None
Counsel:
To the Company and Sears, Robert J. Pence, Senior Counsel
To the Underwriters, Wachtell, Lipton, Rosen & Katz
<PAGE>
FORM OF NOTE
[FORM OF FACE OF NOTE]
Number $.............
SEARS ROEBUCK ACCEPTANCE CORP.
6-1/8% Note due January 15, 2006
6-1/8% 6-1/8%
Due 2006 Due 2006
Sears Roebuck Acceptance Corp., a corporation organized and
existing under the laws of the State of Delaware (hereinafter
called the "Company"), for value received, hereby promises to
pay to , or registered assigns,
the principal sum of Dollars upon
presentation and surrender of this Note, on the fifteenth day of
January, 2006, at the office or agency of the Company in the
Borough of Manhattan in The City of New York or, at the option
of the holder hereof, such office or agency, if any, maintained
by the Company in the city in which the principal executive
offices of the Company are located or the city in which the
principal corporate trust office of the Trustee is located, in
such coin or currency of the United States of America as at the
time of payment is legal tender for public and private debts,
and to pay interest on said principal sum at the rate of 6-1/8%
per annum, either, at the option of the Company, by check mailed
to the address of the person entitled thereto as such address
shall appear on the Security Register or at either of such
offices or agencies, in like coin or currency, from the July 15
or January 15, as the case may be, next preceding the date
hereof to which interest has been paid on the Notes referred to
on the reverse hereof (unless the date hereof is the date to
which interest has been paid on such Notes, in which case from
the date hereof, or unless the date hereof is prior to July 15,
1996, in which case from January 23, 1996), semiannually,
commencing on July 15, 1996, on July 15 and January 15, until
payment of said principal sum has been made or duly provided
for. Notwithstanding the foregoing, if this Note is dated after
any July 1 and before the following July 15, or after any
January 1 and before the following January 15, then this Note
shall bear interest from such following July 15 or January 15,
provided, however, that if the Company shall default in the
payment of interest due on such following July 15 or January 15,
this Note shall bear interest from the next preceding July 15 or
January 15 to which interest has been paid on such Notes, or if
no interest has been paid on such Notes, then from January 23,
1996. The interest so payable on any July 15 or January 15
will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the person in
whose name this Note is registered at the close of business on
the July 1 prior to such July 15 or the January 1 prior to such
January 15. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the
registered holder on such Interest Payment Date, and may be paid
to the Person in whose name this Note is registered at the close
of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice of which
shall be given to Noteholders not less than 10 days prior to
such Special Record Date, or may be paid, at any time in any
other lawful manner, all as more fully provided in such
Indenture.
Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, and such further provisions
shall for all purposes have the same effect as though fully set
forth at this place.
This Note shall not be entitled to any benefit under the
Indenture referred to on the reverse hereof or any indenture
supplemental thereto, or become valid or obligatory for any
purpose, until the certificate of authentication hereon shall
have been signed by or on behalf of the Trustee under such
Indenture.<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated: ........................................
Sears Roebuck Acceptance Corp.
By _______________________________________
President
By _______________________________________
Vice President, Finance and
Assistant Secretary
[Corporate Seal]
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Securities of the series designated and
referred to in the within-mentioned Indenture.
The Chase Manhattan Bank, N.A.
as Trustee
`
By:
Authorized Officer<PAGE>
[FORM OF REVERSE SIDE OF NOTE]
SEARS ROEBUCK ACCEPTANCE CORP.
6-1/8% Note due January 15, 2006
This Note is one of a duly authorized issue of debentures,
notes, bonds or other evidences of indebtedness of the Company
(hereinafter called the "Securities") of the series hereinafter
specified, unlimited in aggregate principal amount, all issued
or to be issued under or pursuant to an indenture dated as of
May 15, 1995, executed between the Company and THE CHASE
MANHATTAN BANK, N.A., as Trustee; to which indenture and all
indentures supplemental thereto (herein collectively called the
"Indenture") reference is hereby made for a specification of the
rights and limitation of rights thereunder of the Holders of the
Securities, the rights and obligations thereunder of the Company
and the rights, duties and immunities thereunder of the Trustee.
The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if
any) at different rates, may be subject to different redemption
provisions (if any), may be subject to different sinking,
purchase or analogous funds (if any), may be subject to
different covenants and Events of Default and may otherwise vary
as in the Indenture provided. This Note is one of a series
designated as the "6-1/8% Notes due January 15, 2006" of the
Company, limited in aggregate principal amount to $250,000,000
(hereinafter referred to as the "Notes"). All terms used in
this Note which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.
In case a default, as defined in the Indenture, shall occur and
be continuing with respect to the Notes, the principal amount of
all Notes then outstanding under the Indenture may be declared
or may become due and payable upon the conditions and in the
manner and with the effect provided in the Indenture. The
Indenture provides that such declaration may in certain events
be annulled by the Holders of a majority in principal amount of
the Notes outstanding.
To the extent permitted by, and as provided in, the Indenture,
indentures supplemental thereto may be entered into with the
consent of the Company and with the consent of the Holders of
not less than a majority in principal amount of the outstanding
Securities (as defined in the Indenture) of each series to be
affected; provided, however, that no such supplemental indenture
shall (i) change the Stated Maturity of the principal of (and
premium, if any, on), or the interest on, any Security, or
reduce the principal amount of (and premium, if any, on), or the
rate of interest on any Security, or change the Currency in
which the principal of (and premium, if any) or interest on such
Securities is denominated or payable, or reduce the amount of
the principal of an Original Issue Discount Security that would
be payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 6.1 of the Indenture without the
consent of the Holder of each outstanding Security so affected,
or (ii) reduce the aforesaid percentage of Securities of any
series the Holders of which are required to consent to any such
supplemental indenture, without the consent of the Holders of
each outstanding Security affected thereby.
The Indenture also provides that the Holders of a majority in
principal amount of the Securities of any series then
outstanding may waive any past default under the Indenture and
its consequences, except a default in the payment of the
principal of or interest or premium, if any, on any of the
Securities.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the place, at the
respective times, at the rate, and in the currency, herein
prescribed.
This Note is transferable by the registered Holder hereof or by
his attorney duly authorized in writing at the office or agency
of the Company in the Borough of Manhattan of The City of New
York or, at the option of the Holder hereof such office or
agency, if any, maintained by the Company in the city in which
the principal executive offices of the Company are located or
the city in which the principal corporate trust office of the
Trustee is located, without charge except for any tax or other
governmental charge imposed in relation thereto, but only in the
manner and subject to the limitations provided in the Indenture
and upon surrender of this Note. Upon any such transfer a Note
or Notes of authorized denominations for a like aggregate
principal amount and bearing a number not contemporaneously
outstanding will be issued in exchange herefor.
The Notes are issuable only as registered Notes without
coupons, in denominations of $1,000 and any multiple of $1,000.
In the manner and subject to the limitations provided in the
Indenture, Notes are exchangeable, without charge except for any
tax or other governmental charge imposed in relation thereto,
for other Notes of authorized denominations for a like aggregate
principal amount, at the office or agency of the Company in the
Borough of Manhattan of The City of New York or, at the option
of the Holder hereon, such office or agency, if any, maintained
by the Company in the city in which the principal executive
offices of the Company are located or the city in which the
principal corporate trust office of the Trustee is located.
The Company, the Trustee, any Authenticating Agent, any paying
agent and any Security registrar may deem and treat the
registered Holder hereof as the absolute owner hereof (whether
or not this Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon by anyone other
than the Company or any Security registrar) for the purpose of
receiving payment of or on account of the principal hereof and
interest hereon and for all other purposes, and neither the
Company, the Trustee, an Authenticating Agent, a paying agent
nor Security registrar shall be affected by any notice to the
contrary. All such payments shall be valid and effectual to
satisfy and discharge the liability upon this Note to the extent
of the sum or sums so paid.
No recourse shall be had for the payment of the principal of or
the interest on this Note or for any claim based hereon or
otherwise in any manner in respect hereof, or in respect of the
Indenture, against any incorporator, shareholder, officer or
director, past, present or future, of the Company or of any
predecessor or successor corporation, whether by virtue of any
constitutional provision or statute or rule of law, or by the
enforcement of any assessment or penalty or in any other manner,
all such liability being expressly waived and released by the
acceptance hereof and as part of the consideration for the issue
hereof. In the event of any sale or transfer of its assets and
liabilities substantially as an entirety to a successor
corporation, the predecessor corporation may be dissolved and
liquidated as more fully set forth in the Indenture.
1 Incorporated by reference to attached form of security.
FORM OF NOTE
[FORM OF FACE OF NOTE]
Number $.............
SEARS ROEBUCK ACCEPTANCE CORP.
6-1/8% Note due January 15, 2006
6-1/8% 6-1/8%
Due 2006 Due 2006
Sears Roebuck Acceptance Corp., a corporation organized and
existing under the laws of the State of Delaware (hereinafter
called the "Company"), for value received, hereby promises to
pay to , or registered assigns,
the principal sum of Dollars upon
presentation and surrender of this Note, on the fifteenth day of
January, 2006, at the office or agency of the Company in the
Borough of Manhattan in The City of New York or, at the option
of the holder hereof, such office or agency, if any, maintained
by the Company in the city in which the principal executive
offices of the Company are located or the city in which the
principal corporate trust office of the Trustee is located, in
such coin or currency of the United States of America as at the
time of payment is legal tender for public and private debts,
and to pay interest on said principal sum at the rate of 6-1/8%
per annum, either, at the option of the Company, by check mailed
to the address of the person entitled thereto as such address
shall appear on the Security Register or at either of such
offices or agencies, in like coin or currency, from the July 15
or January 15, as the case may be, next preceding the date
hereof to which interest has been paid on the Notes referred to
on the reverse hereof (unless the date hereof is the date to
which interest has been paid on such Notes, in which case from
the date hereof, or unless the date hereof is prior to July 15,
1996, in which case from January 23, 1996), semiannually,
commencing on July 15, 1996, on July 15 and January 15, until
payment of said principal sum has been made or duly provided
for. Notwithstanding the foregoing, if this Note is dated after
any July 1 and before the following July 15, or after any
January 1 and before the following January 15, then this Note
shall bear interest from such following July 15 or January 15,
provided, however, that if the Company shall default in the
payment of interest due on such following July 15 or January 15,
this Note shall bear interest from the next preceding July 15 or
January 15 to which interest has been paid on such Notes, or if
no interest has been paid on such Notes, then from January 23,
1996. The interest so payable on any July 15 or January 15
will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the person in
whose name this Note is registered at the close of business on
the July 1 prior to such July 15 or the January 1 prior to such
January 15. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the
registered holder on such Interest Payment Date, and may be paid
to the Person in whose name this Note is registered at the close
of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice of which
shall be given to Noteholders not less than 10 days prior to
such Special Record Date, or may be paid, at any time in any
other lawful manner, all as more fully provided in such
Indenture.
Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, and such further provisions
shall for all purposes have the same effect as though fully set
forth at this place.
This Note shall not be entitled to any benefit under the
Indenture referred to on the reverse hereof or any indenture
supplemental thereto, or become valid or obligatory for any
purpose, until the certificate of authentication hereon shall
have been signed by or on behalf of the Trustee under such
Indenture.<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated: ........................................
Sears Roebuck Acceptance Corp.
By:_______________________________________
President
By _______________________________________
Vice President, Finance and
Assistant Secretary
[Corporate Seal]
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Securities of the series designated and
referred to in the within-mentioned Indenture.
The Chase Manhattan Bank, N.A.
as Trustee
`
By:
Authorized Officer<PAGE>
[FORM OF REVERSE SIDE OF NOTE]
SEARS ROEBUCK ACCEPTANCE CORP.
6-1/8% Note due January 15, 2006
This Note is one of a duly authorized issue of debentures,
notes, bonds or other evidences of indebtedness of the Company
(hereinafter called the "Securities") of the series hereinafter
specified, unlimited in aggregate principal amount, all issued
or to be issued under or pursuant to an indenture dated as of
May 15, 1995, executed between the Company and THE CHASE
MANHATTAN BANK, N.A., as Trustee; to which indenture and all
indentures supplemental thereto (herein collectively called the
"Indenture") reference is hereby made for a specification of the
rights and limitation of rights thereunder of the Holders of the
Securities, the rights and obligations thereunder of the Company
and the rights, duties and immunities thereunder of the Trustee.
The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if
any) at different rates, may be subject to different redemption
provisions (if any), may be subject to different sinking,
purchase or analogous funds (if any), may be subject to
different covenants and Events of Default and may otherwise vary
as in the Indenture provided. This Note is one of a series
designated as the "6-1/8% Notes due January 15, 2006" of the
Company, limited in aggregate principal amount to $250,000,000
(hereinafter referred to as the "Notes"). All terms used in
this Note which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.
In case a default, as defined in the Indenture, shall occur and
be continuing with respect to the Notes, the principal amount of
all Notes then outstanding under the Indenture may be declared
or may become due and payable upon the conditions and in the
manner and with the effect provided in the Indenture. The
Indenture provides that such declaration may in certain events
be annulled by the Holders of a majority in principal amount of
the Notes outstanding.
To the extent permitted by, and as provided in, the Indenture,
indentures supplemental thereto may be entered into with the
consent of the Company and with the consent of the Holders of
not less than a majority in principal amount of the outstanding
Securities (as defined in the Indenture) of each series to be
affected; provided, however, that no such supplemental indenture
shall (i) change the Stated Maturity of the principal of (and
premium, if any, on), or the interest on, any Security, or
reduce the principal amount of (and premium, if any, on), or the
rate of interest on any Security, or change the Currency in
which the principal of (and premium, if any) or interest on such
Securities is denominated or payable, or reduce the amount of
the principal of an Original Issue Discount Security that would
be payable upon a declaration of acceleration of the Maturity
thereof pursuant to Section 6.1 of the Indenture without the
consent of the Holder of each outstanding Security so affected,
or (ii) reduce the aforesaid percentage of Securities of any
series the Holders of which are required to consent to any such
supplemental indenture, without the consent of the Holders of
each outstanding Security affected thereby.
The Indenture also provides that the Holders of a majority in
principal amount of the Securities of any series then
outstanding may waive any past default under the Indenture and
its consequences, except a default in the payment of the
principal of or interest or premium, if any, on any of the
Securities.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the place, at the
respective times, at the rate, and in the currency, herein
prescribed.
This Note is transferable by the registered Holder hereof or by
his attorney duly authorized in writing at the office or agency
of the Company in the Borough of Manhattan of The City of New
York or, at the option of the Holder hereof such office or
agency, if any, maintained by the Company in the city in which
the principal executive offices of the Company are located or
the city in which the principal corporate trust office of the
Trustee is located, without charge except for any tax or other
governmental charge imposed in relation thereto, but only in the
manner and subject to the limitations provided in the Indenture
and upon surrender of this Note. Upon any such transfer a Note
or Notes of authorized denominations for a like aggregate
principal amount and bearing a number not contemporaneously
outstanding will be issued in exchange herefor.
The Notes are issuable only as registered Notes without
coupons, in denominations of $1,000 and any multiple of $1,000.
In the manner and subject to the limitations provided in the
Indenture, Notes are exchangeable, without charge except for any
tax or other governmental charge imposed in relation thereto,
for other Notes of authorized denominations for a like aggregate
principal amount, at the office or agency of the Company in the
Borough of Manhattan of The City of New York or, at the option
of the Holder hereon, such office or agency, if any, maintained
by the Company in the city in which the principal executive
offices of the Company are located or the city in which the
principal corporate trust office of the Trustee is located.
The Company, the Trustee, any Authenticating Agent, any paying
agent and any Security registrar may deem and treat the
registered Holder hereof as the absolute owner hereof (whether
or not this Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon by anyone other
than the Company or any Security registrar) for the purpose of
receiving payment of or on account of the principal hereof and
interest hereon and for all other purposes, and neither the
Company, the Trustee, an Authenticating Agent, a paying agent
nor Security registrar shall be affected by any notice to the
contrary. All such payments shall be valid and effectual to
satisfy and discharge the liability upon this Note to the extent
of the sum or sums so paid.
No recourse shall be had for the payment of the principal of or
the interest on this Note or for any claim based hereon or
otherwise in any manner in respect hereof, or in respect of the
Indenture, against any incorporator, shareholder, officer or
director, past, present or future, of the Company or of any
predecessor or successor corporation, whether by virtue of any
constitutional provision or statute or rule of law, or by the
enforcement of any assessment or penalty or in any other manner,
all such liability being expressly waived and released by the
acceptance hereof and as part of the consideration for the issue
hereof. In the event of any sale or transfer of its assets and
liabilities substantially as an entirety to a successor
corporation, the predecessor corporation may be dissolved and
liquidated as more fully set forth in the Indenture.
January 25, 1996
Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, Illinois 60179
Ladies and Gentlemen:
I am an Assistant General Counsel of Sears, Roebuck and Co. (the
"Company"). I have examined (i) Registration Statement No. 33-58139 as
filed with the Securities and Exchange Commission on March 17, 1995 and
Amendment No. 1 thereto (together, the "Registration Statement") in
connection with the registration under the Securities Act of 1933, as
amended (the "Act") of $3,000,000,000 aggregate initial offering price
of debt securities of Sears Roebuck Acceptance Corp., for an offering to
be made on a continuous or delayed basis pursuant to the provisions of
Rule 415 under the Act, (ii) the final prospectus, dated January 18,
1996, relating to the offering and sale of $3,000,000,000 of the
aforesaid debt securities, which is part of the Registration Statement
(the "Prospectus"), and the Prospectus Supplement, dated January 18,
1996, (the "Prospectus Supplement") relating to the offering and sale of
$250,000,000 aggregate principal amount of 6 1/8% Notes due January 15,
2006 of the Company (the "Notes"), (iii) the Indenture dated as of May
15, 1995 between the Company and The Chase Manhattan Bank (National
Association), as Trustee, relating to the aforesaid debt securities, (v)
(a) the Underwriting Agreement dated September 7, 1995 between the
Company and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, J.P. Morgan Securities Inc., Morgan Stanley & Co.
Incorporated and Salomon Brothers Inc and (b) the Pricing Agreement
pursuant thereto dated January 18, 1996 between the Company and Goldman,
Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P.
Morgan Securities Inc., Morgan Stanley & Co. Incorporated and Salomon
Brothers Inc, as the several Underwriters identified in Schedule I
thereto, relating to the sale of the Notes, and (vi) the form of the
Notes. I am familiar with the proceedings heretofore taken by the
Company in connection with the authorization, registration, issuance and
sale of the Notes.
I am of the opinion that the Notes are legally issued and binding
obligations of Sears Roebuck Acceptance Corp. in accordance with their
terms, subject to insolvency, bankruptcy, reorganization or other laws
relating to or affecting the enforcement of creditors' rights and to
general equity principles.
I consent to the incorporation by reference of this opinion into
the Registration Statement, and to the references to me in the
Prospectus and Prospectus Supplement.
Very truly yours,
/S/Robert J. Pence
Robert J. Pence
