SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 10-K
_X_ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 30, 1995
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission file number 1-4040
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
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 302/888-3100
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
6 3/4 Notes due September 15, 2005 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12
months, and (2) has been subject to such filing requirements for the past
90 days. Yes X . No .
Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
As of February 29, 1996, the Registrant had 350,000 shares of capital stock
outstanding, all of which was held by Sears, Roebuck and Co.
Registrant meets the conditions set forth in General Instruction (J)(1)(a)
and (b) of Form 10-K and is therefore filing this report with a reduced
disclosure format.
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K
None<PAGE>
PART I
Item 1. Business.
Sears Roebuck Acceptance Corp. ("SRAC") is a wholly-owned
finance subsidiary of Sears, Roebuck and Co. ("Sears"). To meet certain
capital requirements of its businesses, Sears borrows on a short-term basis
through the issuance of notes to, and, from time to time, sells customer
receivables balances to, SRAC. SRAC obtains funds through the issuance of
short-term and long-term debt. Short-term borrowings include commercial
paper and agreements with bank trust departments. Long-term debt includes
intermediate-term loans, medium-term notes and discrete underwritten debt.
SRAC's income is derived primarily from the earnings on its
investment in the notes and receivable balances of Sears. Under a letter
agreement between SRAC and Sears, the interest rate on Sears notes is
calculated so that SRAC maintains an earnings to fixed charges ratio of at
least 1.25. 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 borrowing
requirements.
SRAC's commercial paper ratings provide for first tier
eligibility under the Securities and Exchange Commission regulation 2a-7.
Ratings are P-1 from Moody's, F-1 from Fitch, and D-1 from Duff and Phelps.
SRAC's commercial paper is also rated A-2 by Standard & Poor's.
SRAC returned to the public term debt market in 1995 and has
current long-term ratings of A2 from Moody's, A from Fitch, A from Duff and
Phelps and BBB from Standard & Poor's. In January 1996, Standard & Poor's
placed SRAC's BBB rating on watch with positive implications.
In March 1995, SRAC filed a $3 billion shelf registration
statement with the Securities and Exchange Commission for the public
issuance of term debt securities. This expansion of securities offered
allows SRAC to leverage its direct relationships with investors and benefit
from direct issuance opportunities across the entire term interest rate
spectrum. Subsequently, SRAC launched its return to the public term debt
market with a $250 million underwritten transaction and the introduction of
a continuously offered medium-term note program.
SRAC and Sears have entered into agreements for the benefit of
certain debtholders of SRAC under which Sears will, for so long as required
by the applicable indentures, pay SRAC such amounts that, when added to
other available earnings, will be sufficient for SRAC to maintain a fixed
charge ratio of no less than 1.10 and will continue to own all of the
outstanding voting stock of SRAC.
In June of 1995, SRAC amended its existing $4.5 billion
syndicated credit agreement maturing in 1999, increasing the amount to
$4.7 billion and extending the maturity to the year 2000. The facility is
composed of 56 valued relationship banks. At year-end, 95% of the aggregate
commitments of the credit facility were extended by banks rated at least A2
by Moody's or A from Standard & Poor's. Simultaneously, SRAC replaced
$550 million of uniform credit agreements with a $1.0 billion 364-day
syndicated credit agreement. In December, Sears and SRAC jointly entered
into a $40 million credit facility with 48 minority-owned banks. This
action demonstrated a continuation of the strong commitment by the
companies to support local communities across the country. These new
facilities provide increased support and extend for a longer term when
compared to the previous agreements. SRAC continued to provide support for
100% of commercial paper outstanding through its credit lines and highly
liquid investment portfolio.
Pursuant to the syndicated credit agreements between SRAC and
various banks, the letter agreement between SRAC and Sears concerning
SRAC's investment in Sears notes may not be amended, waived, terminated or
modified (except that SRAC's fixed charge coverage ratio may be reduced to
1.15) without the approval of such banks.
SRAC continues to be a strongly capitalized company, with an
equity position of $1.2 billion. The company's debt-to-equity ratio was
5.9:1 at the end of 1995 compared to 5.0:1 at the end of 1994.
At February 29, 1996, SRAC had 11 employees.
Item 2. Properties.
None.
Item 3. Legal Proceedings.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
There is no established public trading market for SRAC's common
stock. As of February 29, 1996, Sears owned all outstanding shares of
SRAC's common stock. SRAC does not intend to pay any cash or other
dividends on its common stock in the foreseeable future.
Item 6. Selected Financial Data.
Not applicable.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Financial Condition
SRAC's investment in Sears notes increased to $8.4 billion at
year-end 1995, from $6.8 billion at the end of 1994, due to increased
funding requirements of Sears. In addition to commercial paper and
intermediate-term loans, in 1995, SRAC began to issue continuously offered
medium-term notes and underwritten unsecured term debt. By the close of
1995, SRAC had issued $1.4 billion in medium-term notes and $500 million in
discrete underwritten transactions against a $3 billion shelf registration.
As a result of these issuances, term debt increased from $845 million at
the beginning of the year to $2.8 billion at the close of 1995. The sharp
decline in long-term interest rates in 1995 allowed SRAC to satisfy Sears
maturing debt and increased borrowing needs by extending maturities and
issuing low cost fixed rate debt.
In November 1995, in anticipation of future funding
requirements, SRAC filed a second registration statement for an additional
$2 billion in public term debt securities. The filing was amended and
became effective in early March 1996. As of March 28, 1996, there has been
no debt issued against this registration.
Short-term borrowings decreased from $5.0 billion at the end of
1994 to $4.6 billion at the close of 1995. SRAC had investments in highly
liquid short-term securities of $142.0 million at the end of 1995, as part
of its liability management program.
In January 1996, SRAC issued $250 million of discrete
underwritten debt with a coupon of 6 1/8% and a term of 10 years.
Results of Operations
Under an agreement with Sears, SRAC is presently earning a rate
on the notes of Sears providing a ratio of earnings to fixed charges of at
least 1.25. SRAC's total revenues of $510.3 million increased
$227.6 million from $282.7 million in 1994, due to increases in both the
average Sears note balances and the level of interest rates during 1995.
In 1995, SRAC's average cost of short-term funds increased
149 basis points to 6.06% from 4.57% in 1994. Average outstanding short-
term debt of $5,116.8 million increased $1,377.1 million from
$3,739.7 million in 1994. In 1995, SRAC's average cost of long-term funds
increased 98 basis points to 6.31% compared to 5.33% in 1994, due primarily
to the issuance in 1995 of long-term debt with extended maturities.
Average outstanding long-term debt of $1,211.2 million increased
$851.1 million compared to $360.1 million in 1994. The increase in average
outstanding debt and the higher level of interest rates during 1995,
resulted in a $186.1 million, or 85%, increase in interest and related
expenses to $404.6 million in 1995 from $218.5 million in 1994. SRAC's
1995 net income increased $26.9 million, or 67%, to $67.1 million from
$40.2 million in 1994.
The financial information appearing in this annual report on
Form 10-K is presented in historical dollars which do not reflect the
decline in purchasing power that results from inflation. As is the case
for most financial companies, substantially all of SRAC's assets and
liabilities are monetary in nature. Interest rates on SRAC's combined
investment in Sears notes (set to provide a fixed charge coverage of at
least 1.25 times) and customer receivable balances help insulate SRAC from
the effects of inflation-based interest rate increases.
Item 8. Financial Statements and Supplementary Data.
SEARS ROEBUCK ACCEPTANCE CORP.
STATEMENTS OF INCOME
Year Ended December 31
millions 1995 1994 1993
------- ------- -------
Revenues
- --------
Earnings on notes of Sears $490.7 $257.9 $209.1
Earnings on receivable balances
purchased from Sears (Note 3) 7.1 6.2 105.4
Earnings on invested cash 12.3 18.4 22.6
Other revenues 0.2 0.2 0.4
------- ------- -------
Total revenues 510.3 282.7 337.5
Expenses
- --------
Interest and amortization of
debt discount and expense 404.6 218.5 236.1
Provision for credit losses -- -- 33.8
Operating expenses 2.4 1.9 6.8
------- ------- -------
Total expenses 407.0 220.4 276.7
------- ------- -------
Income before income taxes 103.3 62.3 60.8
Income taxes (Note 2) 36.2 22.1 21.3
------- ------- -------
Net income $67.1 $40.2 $39.5
------- ------- -------
Ratio of earnings to fixed charges 1.26 1.29 1.26
See notes to financial statements.
<PAGE>
SEARS ROEBUCK ACCEPTANCE CORP.
STATEMENTS OF FINANCIAL POSITION
December 31
millions 1995 1994
--------- ---------
Assets
- ------
Notes of Sears $8,396.4 $6,842.5
Customer receivable balances
purchased from Sears (Note 3) 81.2 81.5
Cash and invested cash 143.0 102.1
Other assets 13.7 5.1
--------- ---------
Total assets $8,634.3 $7,031.2
--------- ---------
Liabilities
- -----------
Commercial paper (net of unamortized
discount of $23.8 and $22.3) $4,450.6 $4,912.9
Agreements with bank trust departments 137.0 87.4
Intermediate-term loans 895.0 845.0
Medium-term notes 1,383.5 -
Discrete underwritten debt 498.9 -
Accrued interest and other liabilities 24.5 8.2
--------- ---------
Total liabilities 7,389.5 5,853.5
--------- ---------
Commitments (Note 9)
Stockholder's Equity
- --------------------
Capital stock, par value $100 per share
500,000 shares authorized
350,000 shares issued and outstanding 35.0 35.0
Capital in excess of par value - -
Retained income 1,209.8 1,142.7
--------- ---------
Total stockholder's equity 1,244.8 1,177.7
--------- ---------
Total liabilities and
stockholder's equity $8,634.3 $7,031.2
--------- ---------
See notes to financial statements.
<PAGE>
SEARS ROEBUCK ACCEPTANCE CORP.
STATEMENTS OF STOCKHOLDER'S EQUITY
Year Ended December 31
millions 1995 1994 1993
-------- -------- --------
Capital stock $35.0 $35.0 $35.0
-------- -------- --------
Capital in excess of par value:
Beginning of year - - $330.2
Return of capital paid to Sears* - - (330.2)
-------- -------- --------
End of year $- $- $-
-------- -------- --------
Retained income:
Beginning of year $1,142.7 $1,102.5 $2,763.0
Net income 67.1 40.2 39.5
Dividend paid to Sears - - (1,700.0)
-------- -------- --------
End of year $1,209.8 $1,142.7 $1,102.5
-------- -------- --------
Total stockholder's equity $1,244.8 $1,177.7 $1,137.5
-------- -------- --------
* Characterized as a dividend under Delaware General Corporation Law.
See notes to financial statements.
SEARS ROEBUCK ACCEPTANCE CORP.
STATEMENTS OF CASH FLOWS Year Ended December 31
millions 1995 1994 1993
-------- -------- --------
Cash Flows From Operating Activities
- ------------------------------------
Net income $67.1 $40.2 $39.5
Adjustments to reconcile net income to net
cash provided by operating activities:
Earnings amortization on retail customer
receivable balances discount - - (125.9)
Provision for credit losses - - 33.8
Depreciation, amortization and
other noncash items 1.2 20.9 58.7
Decrease in deferred federal income taxes - (3.0) (7.1)
Decrease (increase) in other assets 2.4 (2.2) (2.5)
Increase (decrease) in other liabilities 16.3 (2.5) (20.9)
-------- -------- --------
Net cash provided by (used in)
operating activities 87.0 53.4 (24.4)
Cash Flows From Investing Activities
- ------------------------------------
(Increase) decrease in notes of Sears (1,553.9) (3,438.6) 5,059.5
Decrease in receivable
balances purchased from Sears 0.3 6.5 967.5
-------- -------- --------
Net cash (used in) provided by
investing activities (1,553.6) (3,432.1) 6,027.0
Cash Flows From Financing Activities
- ------------------------------------
(Decrease) increase in commercial paper,
primarily 90 days or less (462.3) 2,437.9 (6,040.3)
Increase (decrease) in agreements with bank
trust departments 49.6 (52.4) (258.1)
Payments for redemption of zero coupon notes - (400.0) -
Proceeds from issuance of long-term debt 1,920.2 844.6 -
-------- -------- --------
Net cash provided by (used in)
financing activities 1,507.5 2,830.1 (6,298.4)
-------- -------- --------
Net increase (decrease)
in cash and invested cash 40.9 (548.6) (295.8)
Cash and invested cash, beginning of year 102.1 650.7 946.5
-------- -------- --------
Cash and invested cash, end of year $143.0 $102.1 $650.7
-------- -------- --------
Supplemental Disclosure of Cash Flow Information
Cash paid during the year
Interest $361.5 $231.1 $200.5
Income taxes 36.8 21.7 37.1
See notes to financial statements.<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Sears Roebuck Acceptance Corp. ("SRAC"), a wholly-owned subsidiary of
Sears, Roebuck and Co. ("Sears"), is principally engaged in the business of
acquiring short-term notes of Sears and to a lesser extent purchasing
outstanding customer receivable balances from Sears, using proceeds from
its short-term borrowing programs (primarily the direct placement of
commercial paper), and issuance of intermediate-term loans, medium-term
notes and discrete underwritten debt.
Under a letter agreement between SRAC and Sears, the interest rate on the
Sears notes is presently calculated so that SRAC maintains an earnings to
fixed charge ratio of at least 1.25.
Cash and invested cash is defined to include all highly liquid investments
with maturities of three months or less. Customer receivables purchased
from Sears are purchased at par and are interest-bearing.
Debt discount and issue expenses are amortized on a straight-line basis
over the terms of the related obligation.
The results of operations of SRAC are included in the consolidated federal
income tax return of Sears. Tax liabilities and benefits are allocated as
generated by SRAC, whether or not such benefits would be currently
available on a separate return basis.
Certain reclassifications have been made in the 1994 cash flow statement to
conform to current accounting classifications. No reclassifications were
necessary to be made in the 1993 cash flow statement.
For 1995, SRAC changed its fiscal year-end from December 31 to a 52 or
53 week year ending on the Saturday closest to December 31.
2. FEDERAL INCOME TAXES
millions 1995 1994 1993
------- ------- -------
Current $36.6 $25.5 $28.4
Deferred (0.4) (3.4) (7.1)
------- ------- -------
Financial statement income tax provision $36.2 $22.1 $21.3
------- ------- -------
Effective income tax rates 35% 35% 35%
3. CUSTOMER RECEIVABLE BALANCES
SRAC has purchased customer receivable balances ("CRB") from Sears. CRB
are purchased with recourse at par, with SRAC earning interest on the
receivables. CRB are made up of credit accounts Sears has established with
merchants and contractors for bulk purchases from Sears. The CRB are
predominately paid within 30 days.
Each month, SRAC purchases the balance increases in the CRB accounts
attributable to additional credit sales and receives the collections
related to the previously purchased balances. Sears pays interest to SRAC
on the balances in these accounts at a rate equivalent to the prime rate.
4. COMMERCIAL PAPER AND OTHER SHORT-TERM BORROWINGS
SRAC obtains funds through the direct placement of commercial paper (issued
in maturities of one to 270 days) and borrowings under agreements with bank
trust departments. Selected details of SRAC's borrowings are shown below.
Weighted interest rates are based on the actual number of days in the year
and borrowings net of unamortized discount.
millions 1995 1994
-------- --------
Commercial paper outstanding $4,474.4 $4,935.2
Less: Unamortized discount 23.8 22.3
-------- --------
Commercial paper outstanding (net) 4,450.6 4,912.9
Agreements with bank trust departments 137.0 87.4
-------- --------
Total short-term borrowings $4,587.6 $5,000.3
-------- --------
Average and Maximum Balances 1995 1994
------------------- -------------------
Maximum Maximum
millions Average (month-end) Average (month-end)
------------------- -------------------
Commercial paper $4,962.8 $5,776.6 $3,615.3 $4,912.9
Agreements with bank trust dept. 154.0 185.2 124.4 142.2
------------------- -------------------
Weighted Interest Rates 1995 1994
------------------- -------------------
Average Year-End Average Year-End
------------------- -------------------
Commercial paper 6.07% 5.89% 4.58% 5.82%
Agreements with bank trust dept. 6.01% 5.87% 4.38% 6.06%
------------------- -------------------
5. INTERMEDIATE-TERM LOANS
As of December 30, 1995, $895 million in intermediate-term loans were
outstanding with private institutions compared to $845 million at year-end
1994. The rates on most of these variable rate intermediate-term loans are
indexed to LIBOR with a set basis point spread. The average weighted rate
on the intermediate-term loans in 1995 was 6.23% compared to 5.41% in 1994.
As of December 30, 1995, intermediate-term loans maturing in the next five
years were as follows:
(millions)
1996 1997 1998 1999 2000
------ ------ ------ ------ ------
$200.0 $320.0 $25.0 $325.0 $25.0
6. MEDIUM-TERM NOTES
SRAC issued $1,383.5 million of medium-term notes with either a floating
rate indexed to Libor or a fixed rate. As of December 30, 1995, SRAC had
medium-terms notes outstanding with an average weighted rate of 6.25% and
terms ranging from two to ten years.
As of December 30, 1995, medium-term notes maturing in the next five years
were as follows:
(millions)
1996 1997 1998 1999 2000
------ ------ ------ ------ ------
- $255.0 $285.0 $88.0 $722.8
7. DISCRETE UNDERWRITTEN DEBT
During 1995, SRAC issued two discrete underwritten notes, both with face
values of $250 million and coupon rates of 6 1/2% and 6 3/4%, respectively.
These notes mature on June 15, 2000 and September 15, 2005 and pay interest
semiannually.
8. BACK-UP LIQUIDITY
SRAC continued to provide support for 100% of commercial paper outstanding
through its investment portfolio and credit lines. SRAC's investment
portfolio fluctuated from zero to a high of $987.7 million throughout 1995.
Credit facilities as of December 30, 1995 were as follows:
Expiration Date (millions)
- ------------------------------------------------------------------
June 2000 $4,680.0
June 1996 1,000.0
December 1996 40.0
- ------------------------------------------------------------------
Total credit facilities $5,720.0
==================================================================
Commitment fees are paid on the unused portions of the above credit
facilities. The annualized fees at December 30, 1995 on these lines were
$4.9 million.
9. LETTERS OF CREDIT AND OTHER COMMITMENTS
SRAC issues import letters of credit to facilitate Sears purchase of goods
from foreign suppliers. At December 30, 1995, letters of credit totaling
$121.0 million were outstanding. SRAC has no liabilities with respect to
this program other than the obligation to pay drafts under the letters of
credit which, if not reimbursed by Sears on the day of the disbursement,
are automatically converted into demand borrowings by Sears from SRAC. To
date, all SRAC disbursements have been reimbursed on a same-day basis.
SRAC issues standby letters of credit on behalf of its affiliate, Western
Auto Supply Company ("Western Auto"), which are used by Western Auto to
secure its obligation to repurchase any defaulted account receivables sold
to a financial institution. At December 30, 1995, a $73.0 million standby
letter of credit was outstanding.
Under the terms of a 1986 agreement, Sears agreed to make all payments
required to be made by SRAC to Sears Overseas Finance N.V. ("SOFNV") in
accordance with certain loan agreements between SRAC and SOFNV. SRAC
remains liable to SOFNV for such loan agreements, which total
$342.8 million as of December 30, 1995. The terms of the loan agreements
with SOFNV were negotiated between related parties; accordingly, the fair
value of these instruments are not provided.
10. FINANCIAL INSTRUMENTS
In the normal course of business, SRAC invests in the Notes of Sears and
purchases customer receivable balances from Sears. These transactions are
negotiated between related parties; accordingly, the fair value of these
instruments are not provided.
SRAC's other financial instruments (both assets and liabilities), with the
exception of medium-term notes and discrete underwritten debt, are
short-term or variable in nature and as such, their carrying value
approximates fair value. Medium-term notes and discrete underwritten debt
are valued based on quoted market prices when available or discounted cash
flows, using interest rates currently available to the Company on similar
borrowings. The fair value of these financial instruments are as follows:
- ---------------------------------------------------------------------------
December 31
- ---------------------------------------------------------------------------
1995 1994
- ---------------------------------------------------------------------------
Carrying Fair Carrying Fair
(millions) Value Value Value Value
- ---------------------------------------------------------------------------
Medium-term notes 1,383.5 1,413.6 - -
Discrete underwritten debt 498.9 516.7 - -
11. QUARTERLY FINANCIAL DATA (UNAUDITED)
First Second Third Fourth
Quarter Quarter Quarter Quarter
1995 1994 1995 1994 1995 1994 1995 1994
(millions) ------------- ------------- ------------ -------------
Operating Results
Combined earnings from
Sears notes and CRB $100.7 $47.6 $122.6 $53.9 $128.6 $72.3 $145.9 $90.3
Total Revenues 105.8 51.1 124.7 57.1 131.5 76.3 148.3 98.2
Interest & related
expenses 84.2 40.3 99.3 45.2 103.6 55.0 117.5 78.0
Total expenses 84.8 41.1 99.9 45.7 104.2 55.8 118.1 77.8
Income before
income taxes 21.0 10.0 24.8 11.4 27.3 20.5 30.2 20.4
Net income 13.7 6.4 16.1 7.3 17.7 13.1 19.6 13.4
Ratio of earnings to
fixed charges 1.25 1.25 1.25 1.25 1.26 1.37 1.26 1.26
(billions)
Averages
Earning assets* $6.6 $ 4.5 $7.5 $4.8 $7.9 $5.4 $9.0 $6.7
Short-term debt 4.6 3.0 5.3 3.2 5.2 4.0 5.4 4.7
Cost of
short-term debt 6.14% 3.45% 6.25% 4.11% 6.00% 4.68% 5.93% 5.45%
*Notes and receivable balances of Sears and invested cash.
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Not applicable.
Item 11. Executive Compensation.
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners
and Management.
Not applicable.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) The following documents are filed as a part of this report:
1. An "Index to Financial Statements" has been filed as a part
of this report on page S-1 hereof.
2. No financial statement schedules are included herein
because they are not required or because the information is
contained in the financial statements and notes thereto, as
noted in the "Index to Financial Statements" filed as part
of this report.
3. An "Exhibit Index" has been filed as part of this report
beginning on page E-1 hereof.
(b) Reports on Form 8-K:
A current report on Form 8-K for November 4, 1995 was filed
with the Securities and Exchange Commission on
November 29, 1995 to report under item 7, the establishment
of the Form of Fixed Rate-Put Option Note Series I as
provided in the indenture dated as of May 15, 1995.
A current report on Form 8-K for June 8, 1995
was filed with the Securities and Exchange Commission
on October 27, 1995 to report under item 5 regarding
underwriting agreements executed in June and September 1995
for the issuance of two discrete debt offerings for
$250 million with a coupon of 6 1/2% and 6 3/4% maturing on
June 15, 2000 and September 15, 2005, and a distribution
agreement for Medium-Term Notes Series I dated
June 15, 1995. Item 7 of this filing also reported the
underwriting, pricing, and distribution agreements and
related note forms for these offerings.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant)
By Stephen D. Carp*
Vice President, Finance
and Assistant Secretary
March 28, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
Signature Title Date
Keith E. Trost* Director and President )
(Principal Executive )
Officer) )
)
)
Stephen D. Carp* Vice President, Finance ) March 28, 1996
and Assistant Secretary )
(Principal Financial and )
Accounting Officer) )
)
)
James A. Blanda* Director )
)
)
James D. Constantine* Director )
)
)
Alan J. Lacy* Director )
)
)
Alice M. Peterson* Director )
)
)
Larry R. Raymond* Director )
)
)
George F. Slook* Director )
*By \s\ Stephen D. Carp Individually and as Attorney-in-Fact<PAGE>
SEARS ROEBUCK ACCEPTANCE CORP.
INDEX TO FINANCIAL STATEMENTS
PAGE
STATEMENTS OF INCOME 5
STATEMENTS OF FINANCIAL POSITION 6
STATEMENTS OF STOCKHOLDER'S EQUITY 7
STATEMENTS OF CASH FLOWS 8
NOTES TO FINANCIAL STATEMENTS 9-14
INDEPENDENT AUDITORS' REPORT S-2
S-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Stockholder and Board of Directors of
Sears Roebuck Acceptance Corp.
Greenville, Delaware
We have audited the accompanying Statements of Financial Position of Sears
Roebuck Acceptance Corp. (a wholly-owned subsidiary of Sears, Roebuck and Co.)
as of December 30, 1995 and December 31, 1994, and the related Statements of
Income, Stockholder's Equity, and Cash Flows for each of the three years in the
period ended December 30, 1995. These financial statements are the
responsibility of Sears Roebuck Acceptance Corp.'s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of Sears Roebuck Acceptance Corp. as of
December 30, 1995 and December 31, 1994, and the results of its operations and
its cash flows for each of the three years in the period ended December 30,
1995 in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
January 19, 1996
Philadelphia, Pennsylvania
S-2
<PAGE>
EXHIBIT INDEX
3(a) Certificate of Incorporation of the Registrant,
as in effect at November 13, 1987 [Incorporated
by reference to Exhibit 28(c) to the Registrant's
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1987*].
3(b) By-laws of the Registrant, as in effect at February 6,
1996.**
4(a) $4,680,000,000 Amended Credit Agreement dated
as of June 29, 1995 among the Registrant, the Banks listed
on the signature pages thereof, the Managing Agent,
Co-Arrangers, Co-Agent and Lead Managers referred to therein
and Morgan Guaranty Trust Company of New York, as Agents
[Incorporated by reference to exhibit 4(a) to
Registrant's Current Report on Form 8-K
dated June 29, 1995*].
4(b) $1,000,000,000 Credit Agreement dated
as of June 29, 1995 among the Registrant, the Banks listed
on the signature pages thereof, the Managing Agent,
Co-Arrangers, Co-Agent and Lead Managers referred to therein
and Morgan Guaranty Trust Company of New York, as Agents
[Incorporated by reference to exhibit 4(b) to
Registrant's Current Report on Form 8-K
dated June 29, 1995*].
4(c) Form of Registrant's Investment Note Agreement. [Incorporated
by reference to Exhibit 4(c) to Annual Report on
Form 10-K of the Registrant for the year
ended December 31, 1992*].
4(d) The Registrant hereby agrees to furnish the
Commission, upon request, with each instrument
defining the rights of holders of long-term debt
of the Registrant with respect to which the total
amount of securities authorized does not exceed
10% of the total assets of the Registrant.
4(e) Form of 6 1/2% Note.***
4(f) Form of Fixed-Rate Medium-Term Note Series I.***
4(g) Form of Floating Rate Medium-Term Note Series I.***
4(h) Form of 6 3/4% Note.***
4(i) Fixed Charge Coverage and Ownership Agreement dated
May 15, 1995 between Sears, Roebuck and Co. and the
Registrant.***
- ----------------------------------
* Sec File No. 1-4040
** Filed herewith.
*** [Incorporated by reference to Exhibit 4(a) to Registrant's Current Report
on Form 8-K dated June 8, 1995, File No. 1-4040.]
E-1
EXHIBIT INDEX (cont'd)
4(j) Indenture dated as of May 15, 1995 between the Registrant
and The Chase Manhattan Bank, NA [Incorporated by reference
to Exhibit 4(b) to Amendment No. 1 to Registration
Statement No. 33-64215].
4(k) Extension Agreement dated March 1, 1996, between Sears,
Roebuck and Co. and the Registrant.**
10(a) Letter Agreement dated as of October 17, 1991
between Registrant and Sears, Roebuck and Co. [Incorporated by
reference to Exhibit 10 to the Registrant's
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1991*].
10(b) Letter Agreement dated as of September 2, 1986
between Registrant and Sears, Roebuck and Co. [Incorporated by
reference to Exhibit 10 to the Registrant's Current Report on
Form 8-K dated September 2, 1986*].
10(c)(1) Agreement to Issue Letters of Credit dated
December 3, 1985 between Sears, Roebuck and Co. and
Registrant [Incorporated by reference to Exhibit 10(i)(1) to
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1987*].
10(c)(2) Letter Agreement dated March 11, 1986 amending
Agreement to Issue Letters of Credit dated
December 3, 1985 [Incorporated by reference to
Exhibit 10(i)(2) to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1987*].
10(c)(3) Letter Agreement dated November 26, 1986 amending
Agreement to Issue Letters of Credit dated
December 3, 1985 [Incorporated by reference to
Exhibit 10(i)(3) to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1987*].
12 Calculation of ratio of earnings to fixed charges.**
23 Consent of Deloitte and Touche LLP.**
24 Power of attorney.**
__________________________
* SEC File No. 1-4040.
** Filed herewith.
*** [Incorporated by reference to Exhibit 4(a) to Registrant's Current Report
on Form 8-K dated June 8, 1995, File No. 1-4040.]
E-2
Exhibit 12
SEARS ROEBUCK ACCEPTANCE CORP.
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
1995 1994 1993
(dollars in millions)
INCOME BEFORE INCOME TAXES $103.3 $ 62.3 $ 60.8
PLUS FIXED CHARGES:
Interest 398.4 190.5 177.6
Amortization of debt
discount and expense 6.2 28.0 58.5
------- ------- -------
TOTAL FIXED CHARGES 404.6 218.5 236.1
------- ------- -------
EARNINGS BEFORE INCOME TAXES
AND FIXED CHARGES $ 507.9 $ 280.8 $ 296.9
======= ======= =======
RATIO OF EARNINGS TO FIXED
CHARGES 1.26 1.29 1.26
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-30-1995
<PERIOD-END> DEC-30-1995
<CASH> 143,000,000
<SECURITIES> 0
<RECEIVABLES> 8,477,600,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,634,300,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,634,300,000
<CURRENT-LIABILITIES> 4,612,100,000
<BONDS> 2,777,400,000
<COMMON> 35,000,000
0
0
<OTHER-SE> 1,209,800,000
<TOTAL-LIABILITY-AND-EQUITY> 8,634,300,000
<SALES> 0
<TOTAL-REVENUES> 510,300,000
<CGS> 0
<TOTAL-COSTS> 407,000,000
<OTHER-EXPENSES> 2,400,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 404,600,000
<INCOME-PRETAX> 103,300,000
<INCOME-TAX> 36,200,000
<INCOME-CONTINUING> 67,100,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 67,100,000
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
Exhibit 3(b)
Effective February 6, 1996
SEARS ROEBUCK
ACCEPTANCE CORP.
BY-LAWS
ARTICLE I
OFFICES
Section 1. The corporation may have offices at such places
within the State of Delaware as the Board of Directors may from
time to time determine or the business of the corporation may
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders shall be held
at the office of the corporation in Wilmington, Delaware, or at
such other place within or without the State of Delaware and the
United States of America as shall be designated in the notice of
the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings of Stockholders for the election
of Directors and for transaction of such other business as may
properly be brought before the meeting shall be held on the
second Monday of May in each year if not a legal holiday, and if
a legal holiday, then on the next secular day following at 10:00
A.M., or at such time and on such other date as the Board of
Directors shall each year fix.
Section 3. Special Meetings of the Stockholders, for any
purpose or purposes, may be called to be held at any time by a
majority of the members of the Board of Directors then in office,
or at the request in writing, addressed to the President or the
Secretary, of stockholders owning a majority in amount of the
entire capital stock of the corporation issued and outstanding
and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.
Section 4. Written notice of the time and place of each
Annual Meeting of Stockholders, and of the time, place and
purpose or purposes of each Special Meeting of Stockholders,
shall be given by the Secretary, either personally or by mail, to
each stockholder entitled to vote at such meeting, not less than
ten nor more than sixty days before the date of such meeting,
except when otherwise required by law. If mailed, the notice
shall be addressed to each stockholder entitled to vote at such
meeting at his address.
Section 5. Business transacted at all Special Meetings
shall be confined to the objects stated in the call.
Section 6. The holders of a majority of the total number of
outstanding shares of the stock of the corporation entitled to
vote, present in person or represented by proxy, shall constitute
a quorum at all meetings of the stockholders for the transaction
of business. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
entitled to vote, present in person or represented by proxy,
shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a
quorum shall be present or represented. At any adjourned meeting
at which a quorum is present or represented, any business may be
transacted that might have been transacted at the meeting as
originally convened.
Section 7. If a quorum is present at any meeting of
stockholders, the vote of the holders of a majority of the stock
then outstanding and entitled to vote present in person or
represented by proxy shall be sufficient for the transaction of
any business, unless otherwise provided by law.
Section 8. At each meeting of the stockholders, each
stockholder having the right to vote shall be entitled to vote in
person, or by proxy appointed by an instrument in writing
subscribed by such stockholder and bearing a date not more than
three years prior to said meeting, unless said instrument
provides for a longer period. At all elections of directors of
the corporation, each stockholder shall be entitled to as many
votes as shall equal the number of votes which (except for such
provision as to cumulative voting) he would be entitled to cast
for the election of directors with respect to his shares of stock
multiplied by the number of directors to be elected, and he may
cast all of such votes for a single director or may distribute
them among the number to be voted for, or for any two or more of
them as he may see fit.
Section 9. Whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken in connection with
any corporate action by any provisions of the statutes or of the
certificate of incorporation or of these By-Laws, the meeting and
vote of stockholders may be dispensed with, if all the
stockholders who would have been entitled to vote upon the action
if such meeting were held, shall consent in writing to such
corporate action being taken.
ARTICLE III
DIRECTORS
Section 1. The business, property and officers of the
Company shall be managed and controlled by a Board of Directors.
The number of directors of the Company shall be fixed and may
from time to time be increased or decreased by the Board of
Directors or the stockholders but in no event shall the number of
directors be less than five or more than twelve. The directors
shall be elected at the Annual Meeting of the Stockholders,
except as provided in Section 2 of this Article, and each
director elected shall hold office until his successor shall be
elected and shall qualify. Directors may be removed at any time
by the vote of the holders of a majority of the stock then
outstanding and entitled to vote. Directors need not be
stockholders.
Section 2. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office,
though less than a quorum, or by the stockholders, and the
directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall
qualify, unless sooner displaced.
Section 3. Any director may resign at any time by giving
written notice to the President or to the Secretary of the
Company. Such resignation shall take effect at the date of
receipt of such notice or at any later time specified therein;
and, unless otherwise specified therein, the acceptance of such
resignation by the Board of Directors shall not be necessary to
make it effective.
MEETINGS OF THE BOARD
Section 4. The Board of Directors may hold its meetings,
both regular and special, either within or without the State of
Delaware, as the Board of Directors may from time to time
determine.
Section 5. A meeting of the Board of Directors to be known
as the annual meeting of the Board of Directors shall be held
following the meeting of the stockholder at which such Board of
Directors is elected, at the same place as the annual meeting of
the stockholder is held or as shall otherwise be fixed by the
Board of Directors, for the purpose of electing the officers of
the Corporation and the standing committees of the Board of
Directors, and of transacting such other business as may properly
come before the meeting. It shall not be necessary to give
notice of this meeting.
Section 6. Regular meetings of the Board of Directors may
be held without notice at such time and place as shall from time
to time be determined by the board.
Section 7. Special meetings of the Board of Directors may
be called by the President or Secretary on the written request of
two directors. Written notice of special meetings of the Board
of Directors shall be given to each director at least two days
before the date of the meeting.
Section 8. At all meetings of the Board of Directors, the
presence of a majority of all directors in office at the time
shall constitute a quorum for the transaction of business and the
action of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the Board of
Directors. If a quorum is not present at any meeting of the
Board of Directors, a majority of the directors present may
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 9. Any action that may be taken at a meeting of the
Board of Directors or of any committee thereof, may be taken as
follows: (i) without a meeting if all members of the Board or of
a committee of the Board, as the case may be, consent thereto in
writing; or (ii) by means of a telephone conference or similar
communications equipment by which all persons participating in
the meeting can hear each other -- provided a majority of such
members consent in writing to the recording of such
communications in the corporate records -- in which case such
participation shall constitute presence in person at a meeting.
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders shall be
in writing and delivered personally or mailed to the directors or
stockholders at their addresses appearing on the books of the
corporation. Notice by mail shall be deemed to be given at the
time when the same shall be mailed. Notice to directors may also
be given by telegram.
Section 2. Whenever any notice is required to be given
under the provisions of the statutes or of the certificate of
incorporation, or of these By-Laws, a waiver thereof in writing
signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. Officers. The officers of the corporation shall
be elected by the Board of Directors at the annual meeting and
shall consist of a President, a Vice President, Finance, one or
more additional Vice Presidents, a Secretary, and one or more
Assistant Secretaries. Any number of offices may be held by the
same person, unless the Certificate of Incorporation or these By-
Laws otherwise provide. The Board of Directors may appoint such
other officers or agents as it shall deem necessary, who shall
hold their offices for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time
by the Board.
Section 2. The Board of Directors, at its first meeting
after each annual meeting of stockholders, shall choose the
officers of the Corporation.
Section 3. The Board of Directors may appoint such other
officers and agents as it shall deem necessary, who shall hold
their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by
the board.
Section 4. The officers of the corporation shall hold
office until their successors are chosen and qualify in their
stead. Any officer elected or appointed by the Board of
Directors may be removed at any time by the affirmative vote of a
majority of the whole Board of Directors. If the office of any
officer becomes vacant for any reason, the vacancy shall be
filled by the Board of Directors.
PRESIDENT
Section 5. The President shall be elected from among the
directors and shall be the chief executive officer of the
corporation. He shall preside at meetings of the Board of
Directors. He shall have general and active management of the
business of the corporation, and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
Section 6. He shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation,
except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some
other officer or agent of the corporation.
VICE PRESIDENTS
Section 7. The Vice Presidents shall perform such duties
as the Board of Directors shall prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 8. The Secretary shall attend all sessions of the
Board of Directors and all meetings of the stockholders and
record all votes and the minutes of all proceedings in a book to
be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be
given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform such other
duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall keep in
safe custody the seal of the corporation and, when authorized by
the Board of Directors, affix the same to any instrument
requiring it and, when so affixed, it shall be attested by his
signature or by the signature of an Assistant Secretary.
Section 9. The Assistant Secretaries in order of their
seniority shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary and
shall perform such other duties as the Board of Directors shall
prescribe.
THE VICE PRESIDENT, FINANCE
Section 10. The Vice President, Finance shall have the
custody of the corporate funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books
belonging to the corporation and shall deposit all moneys and
other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the
Board of Directors.
Section 11. He shall disburse the funds of the corporation
as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the
President and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires, an account of all his
transactions as Vice President, Finance and of the financial
condition of the corporation.
Section 12. If required by the Board of Directors, he shall
give the corporation a bond (which shall be renewed every six
years) in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration
to the corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his
control belonging to the corporation.
Section 13. He shall have general charge, control and
supervision over the accounting and auditing affairs of the
corporation. He shall have the responsibility for the
preparation and maintenance of the books of account (but shall
not have access to make direct entries to these books) and of the
accounting records and papers of the corporation; shall have
responsibility for the custody and safekeeping of all permanent
records and papers of the corporation; shall supervise the
preparation of all financial statements and reports on the
operation and condition of the business; shall have
responsibility for the establishment of financial procedures,
records, and forms used by the corporation; shall have
responsibility for the filing of all financial and tax reports
and returns required by law; shall render to the President, Vice
President, or the Board of Directors, whenever they may require,
an account of his transactions as Vice President, Finance; and in
general shall have such other powers and perform such other
duties as are incident to the office of a treasurer and a
controller and as from time to time may be prescribed by the
Board of Directors or the President.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall
be entitled to have a certificate, signed by, or in the name of
the corporation by, the President or a Vice President and the
Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by him in the corporation.
If the corporation shall be authorized to issue more than one
class of stock, the designations, preferences and relative,
participating, optional or other special rights of each class and
the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the
corporation shall issue to represent such class of stock.
Section 2. Where a certificate is signed (1) by a transfer
agent or an assistant transfer agent or (2) by a transfer clerk
acting on behalf of the corporation and a registrar, the
signature of any such President, Vice President, Secretary or
Assistant Secretary may be facsimile. In case any officer or
officers who have signed, or whose facsimile signature or
signatures have been used on any such certificate or certificates
shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the
corporation, such certificate or certificates may nevertheless be
adopted by the corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates
or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the corporation.
TRANSFERS OF STOCK
Section 3. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of
incorporation, if any, may be declared by the Board of Directors
at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of
incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends
such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
ANNUAL STATEMENT
Section 3. The Board of Directors shall present at each
Annual Meeting and when called for by vote of the stockholders at
any Special Meeting of the Stockholders, a full and clear
statement of the business and condition of the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time
to time designate.
FISCAL YEAR
Section 5. The fiscal year of the Company shall begin on
January 1 in 1995, and thereafter shall begin on the day after
the Saturday closest to December 31 in each year, and shall end
on the Saturday closest to December 31 in 1995 and each year
thereafter.
ARTICLE VIII
AMENDMENTS
Section 1. These By-Laws may be altered or repealed at any
regular meeting of the stockholders or of the Board of Directors
or at any Special Meeting of the Stockholders or of the Board of
Directors if notice of such alteration or repeal be contained in
the notice of such Special Meeting. No change of the time or
place of the meeting for the election of directors shall be made
within sixty days next before the day on which such meeting is to
be held, and in case of any change of such time or place, notice
thereof shall be given to each stockholder in person or by letter
mailed to his last known post office address at least twenty days
before the meeting is held.
ARTICLE IX
COMMITTEES
Section 1. The Board of Directors, at its annual meeting
shall, or any adjournment thereof, shall elect from among its
members, by the vote of a majority of its members, an Executive
Committee and an Audit Committee, which shall be the standing
committees of the corporation. The Board of Directors also shall
designate the chairman of each such committee.
The Board of Directors, by the vote of a majority of its
members, may remove the chairman or any member of any committee,
and may fill from among the directors vacancies in any committee
caused by the death, resignation, or removal of any person
elected thereto.
Each standing committee may determine its own rules of
procedure, consistent with these By-Laws. Meetings of any
standing committee may be called upon direction of the President,
or the chairman of the committee. Written or telegraphic notice
of each meeting, except meetings of the Executive Committee,
shall be given to each member of the committee, by personal
delivery, or by mail or telegram addressed to him at his usual
business address, at least three days (excluding Saturdays,
Sundays, and holidays) prior to the meeting in case of notice by
mail, and at least two days (excluding Saturdays, Sundays, and
holidays) prior to the meeting in case of notice by telegram or
by personal delivery. Notice of each meeting of the Executive
Committee shall be given to each member of that committee, by
personal delivery, or by telephone, or by mail or telegram
addressed to him at his usual business address, at least twenty-
four hours prior to the meeting in the case of notice by
telephone, telegram, or personal delivery, and at least two days
(excluding Saturdays, Sundays, and holidays) prior to the meeting
in case of notice by mail. All notices which are mailed shall be
deemed to have been given when deposited in the United States
mail, postage prepaid. Notice of meetings of any standing
committee may be waived by any member of the committee. At
meetings of each standing committee, the presence of a majority
of the members of such committee shall be necessary to constitute
a quorum for the transaction of business, and, if a quorum is
present at any meeting, the action taken by a majority of the
members present shall be the act of the committee. Each standing
committee shall keep a record of its acts and proceedings - and
all action shall be reported to the Board of Directors at the
next meeting of the Board of Directors following such action.
EXECUTIVE COMMITTEE
Section 2. The Executive Committee shall consist of not
less than three members, including the President, as from time to
time shall be prescribed by the Board of Directors and shall hold
office until their respective successors are elected.
The Executive Committee, unless otherwise provided by
resolution of the Board of Directors, shall have and may
exercise, during the time between meetings of the Board of
Directors, all the powers and perform all the duties of the Board
of Directors except that said Committee shall have no authority
as to the following matters: (i) the submission to shareholders
of any action that needs shareholders' authorization under the
Delaware General Business Corporation Act; (ii) the amendment or
repeal of these By-Laws or the adoption of new By-Laws; (iii) the
amendment or repeal of any resolution of the Board of Directors
which by its terms shall not be so amendable or repealable; (iv)
action in respect of dividends to shareholders; (v) election of
officers or the designation of members of committees of the Board
of Directors or the filling of vacancies in the Board of
Directors or in any committee of the Board of Directors; and (vi)
any action which the President shall by written instrument filed
with the Secretary designate as a matter which should be
considered by the Board of Directors. Action taken by the
Executive Committee shall be subject to revision or alteration by
the Board of Directors, provided that rights or acts of third
parties vested or taken in reliance on such action prior to any
such revision or alteration shall not be adversely affected by
such revision or alteration.
The secretary of the corporation or in his absence any
person as may be designated by the Chairman of the Executive
Committee, shall act as secretary of the Executive Committee and
keep the minutes of all meetings.
AUDIT COMMITTEE
Section 3. The Audit Committee shall consist of not less
than two directors who are not engaged in the day to day
operations of the corporation, as from time to time shall be
prescribed by the Board of Directors, who shall hold office until
their respective successors are elected.
The Audit Committee shall report to the Board of Directors
annually the independent public accountants that it recommends
the Board appoint to audit the books, records, and accounts of
the corporation and to perform such other duties as the Board of
Directors may from time to time prescribe. The Committee shall
review all recommendations made by the corporation's independent
public accountants to the Board of Directors with respect to the
accounting methods used, the system of internal control followed
by the corporation and in connection with non-audit services, and
shall advise the Board of Directors with respect thereto. The
Committee shall also have authority to examine into and make
recommendations to the Board of Directors with respect to the
scope of the audit conducted by the corporation's independent
public accountants and with respect to non-audit services.
The Audit Committee shall review the audit plans and results
of the Corporation's internal audit function and shall report to
the Board of Directors with respect thereto.
Exhibit 24
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 JAMES A.
BLANDA, RICHARD F. KOTZ, STEPHEN D. CARP, GEORGE F. SLOOK and
KEITH E. TROST, 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 and 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 Exchange Act of 1934, as amended,
and any requirements of the Securities and Exchange Commission in
respect thereto, relating to annual reports on Form 10-K,
including specifically, but without limitation of the general
authority hereby granted, the power and authority to sign his or
her 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 or her signature, to annual reports on Form
10-K or any amendment or papers supplemental thereto; 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
these presents, as of this 26th day of March, 1996.
NAME TITLE
/s/ Keith E. Trost Director and President
Keith E. Trost (Principal Executive Officer)
/s/ Stephen D. Carp Vice President, Finance and
Stephen D. Carp Assistant Secretary
(Principal Financial
and Accounting Officer)
/s/ James A. Blanda Director
James A. Blanda
/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 4(j)
SEARS, ROEBUCK AND CO.
3333 BEVERLY ROAD
HOFFMAN ESTATES, ILLINOIS 60179
March 1, 1996
Sears Roebuck Acceptance Corp.
3711 Kennett Pike
Greenville, Delaware 19807
Gentlemen:
This is to confirm our agreement ("Extension Agreement") that the
term "Debt Securities" as defined in the Fixed Charge Coverage
and Ownership Agreement dated as of May 15, 1995 between Sears
Roebuck Acceptance Corp. ("SRAC"), and Sears, Roebuck and Co.
shall be expanded to include up to $2 billion aggregate initial
offering price of debt securities to be issued by SRAC under
Registration Statement No. 33-64215.
If the foregoing satisfactorily sets forth your understanding of
our agreement, please indicate your acceptance by the signature
of a duly authorized officer in the space provided below and on
the duplicate original of this letter which is enclosed.
Very truly yours,
SEARS, ROEBUCK AND CO.
By: /s/ Alan J. Lacy
Alan J. Lacy
Executive Vice President and
Chief Financial Officer
Accepted:
SEARS ROEBUCK ACCEPTANCE CORP.
By: /s/ Keith E. Trost
Keith E. Trost
President
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration
Statement No. 33-64215 and Amendment No. 1 thereto of Sears
Roebuck Acceptance Corp. on Form S-3 of our report dated
January 19, 1996, appearing in this Annual Report on Form 10-K of
Sears Roebuck Acceptance Corp. for the year ended
December 31, 1995.
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
March 27, 1996
