AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON , 1997
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
SEARS, ROEBUCK AND CO.
SEARS ROEBUCK ACCEPTANCE CORP. (EXACT NAME OF CO-REGISTRANT AS
(EXACT NAME OF REGISTRANT AS SPECIFIED SPECIFIED IN ITS CHARTER)
IN ITS CHARTER) NEW YORK
(STATE OF
DELAWARE 51-0080535 INCORPORATION) 36-1750680
(STATE OF (I.R.S. EMPLOYER (I.R.S. EMPLOYER
INCORPORATION) IDENTIFICATION IDENTIFICATION
NO.) NO.)
3333 BEVERLY ROAD
HOFFMAN ESTATES, ILLINOIS 60179
3711 KENNETT PIKE (847) 286-2500
GREENVILLE, DELAWARE 19807 (ADDRESS, INCLUDING ZIP CODE, AND
(302) 888-3100 TELEPHONE NUMBER,
(ADDRESS, INCLUDING ZIP CODE, AND INCLUDING AREA CODE, OF CO-
TELEPHONE NUMBER, REGISTRANT'S PRINCIPAL EXECUTIVE
INCLUDING AREA CODE, OF REGISTRANT'S OFFICES)
PRINCIPAL EXECUTIVE OFFICES)
KEITH E. TROST MICHAEL D. LEVIN, ESQ.
PRESIDENT SENIOR VICE PRESIDENT AND GENERAL
SEARS ROEBUCK ACCEPTANCE CORP. COUNSEL
3711 KENNETT PIKE SEARS, ROEBUCK AND CO.
GREENVILLE, DELAWARE 19807 3333 BEVERLY ROAD
(302) 888-3100 HOFFMAN ESTATES, ILLINOIS 60179
(847) 286-2500
(NAMES, ADDRESSES, INCLUDING ZIP CODE, AND TELEPHONE NUMBERS, INCLUDING AREA
CODE, OF AGENTS FOR SERVICE)
COPIES TO:
NANCY K. BELLIS, ESQ. MARC D. BASSEWITZ, ESQ.
SECRETARY LATHAM & WATKINS
SEARS ROEBUCK ACCEPTANCE CORP. SEARS TOWER, SUITE 5800
3711 KENNETT PIKE CHICAGO, ILLINOIS 60606
GREENVILLE, DELAWARE 19807
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined
by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Debt Securities......... $4,500,000,000 100% $4,500,000,000 $1,551,724
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</TABLE>
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(1) Pursuant to Rule 429, the prospectus included in this registration
statement is a combined prospectus and also relates to Debt Securities
having an aggregate initial offering price not in excess of $1,294,750,000
which have not yet been offered for sale under the original Registration
Statement No. 333-9817 on Form S-3. A filing fee of $1,379,310.00 was paid
with respect to the $4,000,000,000 amount of Debt Securities registered
pursuant to Registration Statement No. 333-9817, of which $446,466
represented the filing fee associated with the amount of such Debt
Securities which has not yet been offered for sale.
---------------
THE REGISTRANT AND CO-REGISTRANT HEREBY AMEND THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT AND CO-REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SEARS ROEBUCK ACCEPTANCE CORP.
DEBT SECURITIES
------------
Sears Roebuck Acceptance Corp. ("SRAC") from time to time may offer up to
$5,794,750,000 aggregate initial offering price of its debt securities
consisting of debentures, notes and/or other unsecured evidences of
indebtedness (the "Debt Securities"). If so provided in the accompanying
Prospectus Supplement, the Debt Securities of any series may be represented in
whole or in part by one or more Global Securities ("Global Securities")
registered in the name of a depository's nominee and, if so represented,
beneficial interests in such Global Securities will be shown on, and transfers
thereof will be effected only through, records maintained by the depository and
its participants. The Debt Securities may be offered as separate series in
amounts, at prices and on terms to be set forth in supplements to this
Prospectus. It is anticipated that SRAC will sell Debt Securities directly to
institutional investors and may sell Debt Securities to or through
underwriters, and also may sell Debt Securities directly to other purchasers or
through agents. See "Plan of Distribution." The accompanying Prospectus
Supplement or Prospectus Supplements (the "Prospectus Supplement") sets forth
the names of any underwriters or agents involved in the sale of the Debt
Securities in respect of which this Prospectus is being delivered, the
principal amounts, if any, to be purchased by underwriters and the
compensation, if any, of such underwriters or agents.
The terms of the Debt Securities, including, where applicable, the specific
designation, aggregate principal amount, denominations, maturity, premium, if
any, rate (which may be fixed or variable) and time of payment of interest, if
any, terms for redemption at the option of SRAC or the Holder, terms for
sinking fund payments, the initial public offering price, the names of, and the
principal amounts, if any, to be purchased by underwriters and the compensation
of such underwriters, deferred pricing arrangements, if any, and the other
terms in connection with the offering and sale of the Debt Securities in
respect of which this Prospectus is being delivered, are set forth in the
accompanying Prospectus Supplement.
As used herein, Debt Securities shall include securities denominated in U.S.
dollars or, at the option of SRAC if so specified in the applicable Prospectus
Supplement, in any other currency or in composite currencies or in amounts
determined by reference to an index.
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CON-
TRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1997
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS AND ANY ACCOMPANYING
PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION
OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO
WHICH THEY RELATE OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF
THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THEREOF OR THAT THE INFORMATION IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 3
Reports to Holders of Debt Securities...................................... 3
Incorporation of Certain Documents by Reference............................ 3
Sears Roebuck Acceptance Corp.............................................. 4
Use of Proceeds............................................................ 4
Summary Financial Information.............................................. 5
Ratio of Earnings to Fixed Charges......................................... 6
Description of Debt Securities............................................. 6
Plan of Distribution....................................................... 10
Legal Opinion.............................................................. 10
Experts.................................................................... 10
</TABLE>
2
<PAGE>
AVAILABLE INFORMATION
SRAC and Sears, Roebuck and Co. ("Sears"), SRAC's parent, are subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and in accordance therewith file reports and other
information with the Securities and Exchange Commission (the "Commission").
Sears also files proxy statements with the Commission. Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission, in Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549; 7 World Trade Center, Suite 1300, New York, New York
10048; and Suite 1400, Citicorp Center, 500 W. Madison Street, Chicago,
Illinois 60661-2511; and copies of such materials can be obtained from the
public reference section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission also maintains a
web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission
(http://www.sec.gov). Reports and other information concerning SRAC can also
be inspected at the office of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005. Reports, proxy statements and other
information concerning Sears can also be inspected at the offices of the New
York Stock Exchange, Inc., the Chicago Stock Exchange Incorporated, 440 South
LaSalle Street, Chicago, Illinois 60605, and the Pacific Stock Exchange, Inc.,
301 Pine Street, San Francisco, California 94104.
Additional information regarding SRAC, Sears and the Debt Securities is
contained in the Registration Statement and the exhibits relating thereto,
filed with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). For further information pertaining to SRAC, Sears and the
Debt Securities, reference is made to the Registration Statement, and the
exhibits thereto, which may be inspected without charge at the office of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies
thereof may be obtained from the Commission at prescribed rates.
REPORTS TO HOLDERS OF DEBT SECURITIES
Holders of Debt Securities will receive annual reports containing
information, including financial information that has been audited and
reported on by independent public accountants, about SRAC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Annual Reports on Form 10-K for the year ended December 28, 1996 filed
by SRAC and Sears, the Quarterly Reports on Form 10-Q for the quarter ended
March 29, 1997 filed by SRAC and Sears, and the Current Reports on Form 8-K
for January 7, January 23, April 10, June 3, June 5 and June 11, 1997 filed by
Sears and for February 25 and May 9, 1997 filed by SRAC with the
Commission pursuant to Section 13 of the Exchange Act, are incorporated in and
made part of this Prospectus by reference.
All documents filed by SRAC or Sears with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering of the Debt
Securities (other than those portions of such documents described in
paragraphs (i), (k) and (l) of Item 402 of Regulation S-K promulgated by the
Commission) shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such documents.
SRAC WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS
PROSPECTUS IS DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A
COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE (NOT
INCLUDING EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY
INCORPORATED BY REFERENCE IN SUCH DOCUMENTS). WRITTEN OR TELEPHONE REQUESTS
FOR SUCH COPIES SHOULD BE DIRECTED TO SEARS ROEBUCK ACCEPTANCE CORP., 3711
KENNETT PIKE, GREENVILLE, DELAWARE 19807, ATTENTION: VICE PRESIDENT (302/888-
3100).
3
<PAGE>
SEARS ROEBUCK ACCEPTANCE CORP.
SRAC is a wholly-owned subsidiary of Sears and was incorporated in 1956
under the laws of Delaware. Its general offices are located at 3711 Kennett
Pike, Greenville, Delaware 19807 (302/888-3100). SRAC raises funds primarily
from the direct placement of commercial paper with corporate and institutional
investors and through intermediate-term loans, discrete underwritten debt and
medium-term notes. SRAC uses borrowing proceeds to acquire short-term notes of
Sears and purchase outstanding customer receivable balances from Sears. Sears,
which is a multi-line retailer that conducts domestic and international
merchandising operations, uses the funds obtained from SRAC for general
funding purposes. SRAC, and not Sears, will be the sole obligor on the Debt
Securities.
SRAC's income is derived primarily from the earnings on its investment in
the notes and commercial receivable balances of Sears. The interest rate on
Sears notes is presently 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. Subject to the provisions of the Indenture relating to
the Debt Securities, SRAC will be required to maintain a ratio of earnings to
fixed charges (determined in accordance with Item 503(d) of Regulation S-K
promulgated by the Commission) of not less than 1.10 for any fiscal quarter
and cause Sears to maintain ownership of all voting stock of SRAC as long as
any Debt Securities are outstanding, and Sears has agreed to pay SRAC such
amounts as may be necessary for such purpose and to maintain such ownership.
See "Description of Debt Securities--Certain Restrictions."
At June 30, 1997, SRAC had nine employees.
USE OF PROCEEDS
The net proceeds to be received by SRAC from the sale of the Debt Securities
offered hereby will be added to its general funds and initially used to reduce
short-term indebtedness. As indicated under "Sears Roebuck Acceptance Corp.,"
SRAC's principal business is the purchase of short-term notes of Sears; also,
on occasion, SRAC purchases commercial receivable balances from Sears domestic
credit operations. SRAC expects to incur additional indebtedness, but the
amount and nature thereof have not yet been determined and will depend on
economic conditions and certain capital requirements of Sears. It is
anticipated that Sears and its subsidiaries will continue their practice of
short-term borrowing and will, from time to time, incur additional long-term
debt and engage in securitization programs in which interests in pools of
credit card receivables are sold in public or private transactions. Sears also
may, from time to time, issue equity securities.
4
<PAGE>
SUMMARY FINANCIAL INFORMATION
The following table sets forth certain summary financial information of SRAC
for the five fiscal years ended December 28, 1996. The summary information
should be read in conjunction with the financial statements of SRAC and the
notes thereto incorporated herein by reference.
<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
------- ------ ------ ------ -------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Operating Results
Total revenues....................... $ 689 $ 510 $ 283 $ 338 $ 697
Interest and related expenses........ 546 405 219 236 483
Total expenses....................... 548 407 221 277 532
Income taxes......................... 49 36 22 21 56
Net income........................... 92 67 40 40 108
Financial Position
Assets
Notes of Sears..................... $11,609 $8,397 $6,843 $3,404 $10,494
Commercial receivable balances
purchased from Sears.............. 76 81 82 88 963
Total assets....................... 12,004 8,635 7,031 4,146 12,415
Liabilities
Commercial paper................... $ 3,324 $4,451 $4,913 $2,475 $ 8,515
Agreements with bank trust
departments....................... 82 137 87 140 398
Intermediate-term loans............ 715 895 845 -- --
Medium-term notes.................. 4,834 1,384 -- -- --
Discrete underwritten debt......... 1,298 499 -- -- --
Loan agreements with Sears Overseas
Finance, N.V...................... -- -- -- 380 332
Total liabilities.................. 10,317 7,390 5,854 3,008 9,287
Sears, Roebuck and Co. investment in
SRAC
Capital stock (including capital in
excess of par value).............. $ 385 $ 35 $ 35 $ 35 $ 365
Retained income.................... 1,302 1,210 1,143 1,103 2,763
Debt as percentage of equity......... 608% 592% 496% 263% 296%
Other Pertinent Data
Commercial paper
Average daily outstandings......... $ 4,387 $4,963 $3,615 $3,812 $ 9,328
Agreements with bank trust
departments
Average daily outstandings......... 98 154 124 402 747
Contractual credit facilities (year-
end)................................ 5,000 5,720 5,132 4,200 10,812
</TABLE>
5
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for SRAC for the three-month period
ended March 29, 1997 was 1.25 and for the years ended December 28, 1996,
December 30, 1995, and December 31, 1994, 1993 and 1992 was 1.26, 1.26, 1.29,
1.26 and 1.34, respectively. Earnings consist of net income plus fixed charges
and income taxes. Fixed charges consist of interest costs and amortization of
debt discount and expense; rental expense is insignificant with no effect on
the calculation. The interest rate paid by Sears to SRAC on its investment in
Sears notes is presently calculated to produce earnings sufficient to cover
SRAC's fixed charges at least 1.25 times.
The ratio of income to fixed charges for Sears and its consolidated
subsidiaries for the three-month period ended March 29, 1997 was 1.87 and for
the years ended December 28, 1996, December 30, 1995, and December 31, 1994
and 1993 was 2.40, 2.15, 2.06 and 1.66, respectively. For the year ended
December 31, 1992, earnings did not cover fixed charges by $2,870 million. In
the computation of the ratio of income to fixed charges for Sears and its
consolidated subsidiaries, income consists of income from continuing
operations less undistributed net income of unconsolidated subsidiaries plus
fixed charges (excluding capitalized interest) and federal and state income
taxes. Fixed charges consist of interest costs plus the portion of operating
lease rentals which is estimated to represent the interest element in such
rentals.
DESCRIPTION OF DEBT SECURITIES
The following descriptions of the terms of the Debt Securities set forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement (the "Offered Debt Securities") and the
extent, if any, to which such general provisions may apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating
to such Offered Debt Securities.
The Debt Securities are to be issued under one of the Indentures (each, an
"Indenture") referred to in the following sentence, a copy of the form of
which has been filed as an exhibit to the Registration Statement. SRAC has
entered into an Indenture with The Chase Manhattan Bank, as Trustee, and may
enter into Indentures with one or more other Trustees eligible to act as
Trustee (each, a "Trustee") under an Indenture pursuant to the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act"). The particular Indenture
under which any series of Debt Securities is to be issued, and the identity of
the Trustee under such Indenture, will be identified in the Prospectus
Supplement relating to such series of Debt Securities. The following summaries
of certain provisions of the Debt Securities and the Indenture do not purport
to be complete and are subject to, and are qualified in their entirety by
reference to, all the provisions of the Indenture, including the definitions
therein of certain terms. Whenever particular provisions or defined terms in
the Indenture are referred to herein, such provisions or defined terms are
incorporated by reference.
GENERAL
The Debt Securities will be unsecured obligations of SRAC.
The Indenture does not limit the amount of Debt Securities that may be
issued thereunder and provides that Debt Securities may be issued thereunder
from time to time in one or more series.
Reference is made to the Prospectus Supplement relating to the particular
series of Offered Debt Securities offered thereby for the following terms of
the Offered Debt Securities: (i) the title of the Offered Debt Securities;
(ii) any limit on the aggregate principal amount of the Offered Debt
Securities; (iii) the date or dates on which the Offered Debt Securities will
mature; (iv) the price (expressed as a percentage of the aggregate principal
amount thereof) at which the Offered Debt Securities will be
6
<PAGE>
issued; (v) the rate or rates (which may be fixed or variable) per annum at
which the Offered Debt Securities will bear interest, if any; (vi) the date
from which such interest, if any, on the Offered Debt Securities will accrue,
the dates on which such interest, if any, will be payable, the date on which
payment of such interest, if any, will commence and the Regular Record Dates
for such Interest Payment Dates, if any; (vii) the date or dates, if any,
after or on which and the price or prices at which the Offered Debt Securities
may, pursuant to any optional or mandatory redemption, conversion or exchange
provisions, be redeemed, converted or exchanged at the option of SRAC or of
the Holder thereof and the other detailed terms and provisions of such
optional or mandatory redemption; (viii) any subordination provisions; (ix)
the dates, if any, on which and the price or prices at which the Offered Debt
Securities will, pursuant to any mandatory sinking fund provisions, or may,
pursuant to any optional sinking fund provisions, be redeemed by SRAC, and the
other detailed terms and provisions of such sinking fund; (x) if other than
the principal amount thereof, the amount of Offered Debt Securities which
shall be payable upon declaration of acceleration of the Maturity thereof;
(xi) the terms of any warrants attached to the Offered Debt Securities; (xii)
the currency or currencies, including European Currency Units or other
composite currencies, in which Offered Debt Securities may be purchased and in
which principal, premium, if any, and interest, if any, on the Offered Debt
Securities will be payable; (xiii) any index used to determine the amount of
payments of principal, premium, if any, and interest, if any, on the Offered
Debt Securities; (xiv) whether the Offered Debt Securities are issuable in
whole or in part as one or more Global Securities and, in such case, the name
of the Depository for such Global Security or Global Securities; (xv) the
place or places, if other than as set forth in the Indenture, where the
principal, premium, if any, and interest, if any, on the Offered Debt
Securities will be payable; and (xvi) any other terms relating to the Offered
Debt Securities not inconsistent with the Indenture but which may modify or
delete any provision of the Indenture insofar as it applies to such series;
provided that no term thereof shall be modified or deleted if imposed under
the Trust Indenture Act and that any modification or deletion of the rights,
duties or immunities of the Trustee shall have been consented to in writing by
the Trustee.
Principal, premium, if any, and interest, if any, will be payable, and the
Debt Securities (other than Debt Securities represented by Global Securities)
will be transferable, at the office or agency of SRAC maintained for such
purposes in the Borough of Manhattan of the City of New York, and at such
other places, if any, in the city in which the principal executive offices of
SRAC or the city in which the principal corporate trust office of the Trustee
are located, as SRAC may designate, which, except as otherwise specified in
the Prospectus Supplement relating to a particular series of Offered Debt
Securities, will initially include the principal corporate trust office of the
Trustee in the Borough of Manhattan of The City of New York and the principal
executive offices of SRAC in Greenville, Delaware. Unless other arrangements
are made, interest on the Debt Securities (other than Debt Securities
represented by Global Securities) will be paid by checks mailed to the Holders
at their registered addresses. (Sections 2.5, 3.1, 3.2) Information with
respect to payment of principal, premium, if any, and interest, if any, on,
and transfers of beneficial interests in, Debt Securities represented by
Global Securities will be set forth in the Prospectus Supplement relating
thereto.
If the principal, premium, if any, and interest, if any, will be payable in
a currency other than U.S. dollars, including European Currency Units or
another composite currency, and such currency is not available for payment due
to the imposition of exchange controls or other circumstances beyond the
control of SRAC, SRAC shall satisfy its payment obligations in U.S. dollars on
the basis of the Market Exchange Rate for such currency on the latest date for
which such rate was established on or before the date on which payment is due.
(Section 2.12)
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Debt Securities will be issued only in fully registered form, without
coupons, in denominations of $1,000 or any integral multiple thereof. No
service charge will be made for any registration of transfer or exchange of
the Offered Debt Securities, but SRAC may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
(Sections 2.2, 2.5)
7
<PAGE>
Debt Securities may be issued under the Indenture as Original Issue Discount
Securities to be offered and sold at a substantial discount below their stated
principal amount. Federal income tax consequences and other special
considerations applicable to any such Original Issue Discount Securities will
be described in the Prospectus Supplement relating thereto. "Original Issue
Discount Security" means any security which provides for an amount less than
the principal amount thereof to be due and payable upon the declaration of
acceleration of the Maturity thereof upon the occurrence of a default and the
continuation thereof.
CERTAIN RESTRICTIONS
The Indenture provides that SRAC will maintain a Fixed Charge Coverage Ratio
for any fiscal quarter of not less than 1.10 and that SRAC will cause Sears to
maintain ownership of all the voting stock of SRAC. "Fixed Charge Coverage
Ratio" means SRAC's ratio of earnings to fixed charges determined in
accordance with Item 503(d) of Regulation S-K promulgated by the Commission,
as in effect on the date of the Indenture. Pursuant to letter agreements
between SRAC and Sears (the "Fixed Charge Coverage and Ownership Agreement"),
Sears has agreed, for the benefit of holders of outstanding Debt Securities,
that, (i) as long as SRAC is so required to maintain such Fixed Charge
Coverage Ratio, Sears will pay SRAC such amounts which, together with any
other earnings available therefor, are sufficient for SRAC to maintain such
Fixed Charge Coverage Ratio, and (ii) as long as SRAC is so required to cause
Sears to maintain ownership of SRAC, Sears will maintain such ownership. The
Indenture provides that SRAC (i) will cause Sears to observe and perform in
all material respects all covenants or agreements of Sears contained in the
Fixed Charge Coverage and Ownership Agreement and (ii) will not amend, waive,
terminate or otherwise modify any provision of the Fixed Charge Coverage and
Ownership Agreement. (Section 3.6)
DEFAULTS
The following are defaults with respect to any series of Debt Securities:
(a) failure to pay the principal amount (and premium, if any) on such series
when due and payable; (b) failure to pay any interest on such series when due,
continued for 30 days (unless the entire amount of such payment is deposited
by SRAC with the Trustee or with a paying agent prior to the expiration of 30
days); (c) failure to perform any other covenant of SRAC in the Indenture
(other than a covenant included in the Indenture solely for the benefit of any
series of Debt Securities other than that series), continued for 60 days after
written notice; (d) acceleration of $100,000,000 or more in principal amount
of indebtedness for borrowed money of SRAC (including acceleration with
respect to Debt Securities other than that series) or Sears under the terms of
the instrument under which such indebtedness is issued or secured (including
the Indenture), if such indebtedness shall not have been discharged or such
acceleration is not annulled within 30 days after written notice or prior to
the time principal owed on the outstanding Debt Securities of that series
shall be declared due and payable, except as a result of compliance with
applicable laws, orders or decrees; and (e) certain events of bankruptcy,
insolvency, or reorganization. In addition, a particular series of Debt
Securities may provide for additional events of default, as may be described
in the Prospectus Supplement. If a default shall occur and be continuing with
respect to any series of Debt Securities, the Trustee or the Holders of a
majority in principal amount of the outstanding Debt Securities of that series
may declare the principal amount of such series (or, if the Debt Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) due and
payable immediately, which declaration may, in certain instances, be annulled
by the Holders of a majority of the principal amount of outstanding Debt
Securities of that series. In the case of such declaration, there would become
due and payable such principal amount plus any accrued interest or other
periodic payments. (Section 6.1)
No Holder of any Debt Security of any series will have any right to
institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless such Holder previously shall have given to the Trustee
written notice of a default and unless also the Holders of a majority of the
principal
8
<PAGE>
amount of outstanding Debt Securities of that series shall have made written
request upon the Trustee, offering reasonable indemnity, to institute such
proceeding as Trustee, and the Trustee shall have neglected or refused to
institute such proceeding within a reasonable time. However, the right of any
Holder of any Debt Security of that series to enforce the payment of principal
and interest on such Debt Security, on or after the due dates expressed in
such Debt Security, may not be impaired or affected. (Section 6.7)
SRAC is required to furnish annually to the Trustee statements as to the
performance or fulfillment of its covenants, agreements or conditions in the
Indenture and as to the absence of default. (Section 3.4)
MODIFICATION OR AMENDMENT OF THE INDENTURE
Modifications and alterations of the Indenture may be made by SRAC with the
consent of the Holders of a majority of the aggregate principal amount of the
outstanding Debt Securities of each series affected by the modification or
alteration, provided that no such change shall be made without the consent of
the Holders of each Debt Security then outstanding affected thereby which will
(a) permit the extension of the time of payment of any payment on any such
Debt Security, or a reduction in any such payment, or (b) reduce the above-
stated percentage of Holders of any series of Debt Securities whose consent is
required to modify or alter the Indenture. (Article XI)
DEFEASANCE
Unless otherwise provided for in the accompanying Prospectus Supplement,
SRAC may discharge the Indenture with respect to Debt Securities of any series
(except for certain obligations to register the transfer or exchange of Debt
Securities of such series, replace mutilated, destroyed, lost and stolen Debt
Securities of such series, maintain paying agencies and hold moneys for
payment in trust) upon the deposit with the Trustee or a paying agent, in
trust, of (1) money in an amount sufficient, or (2) U.S. Government
Obligations (if the Debt Securities are denominated in U.S. dollars) or
Eligible Obligations (if the Debt Securities are denominated in a Foreign
Currency) which through the payment of interest and principal in respect
thereof in accordance with their terms will provide money in an amount
sufficient, or (3) any combination thereof in an amount sufficient, to pay the
principal, premium, if any, and each installment of interest on the Debt
Securities of such series on the dates such payments are due in accordance
with the terms of the Indenture and such Debt Securities. Such a trust may
only be established if, among other things, SRAC has received a ruling from
the Internal Revenue Service or an opinion of recognized counsel who is not an
employee of SRAC based on a change of law, in either case to the effect that,
among other things, the Holders of the Debt Securities of such series will not
recognize income, gain or loss for federal income tax purposes as a result of
such deposit and defeasance of the Indenture and will be subject to federal
income tax on the same amount and in the same manner and at the same times, as
would have been the case if such deposit and defeasance had not occurred.
Notwithstanding such deposit, the obligations of SRAC under the Indenture to
pay interest and principal shall remain in full force and effect until the
Debt Securities of such series have been paid in full. (Section 13.4)
If and when a ruling from the Internal Revenue Service or an opinion of
recognized counsel can be provided without reliance upon the continuation of
SRAC's obligations regarding the payment of interest and principal, then such
obligations of SRAC shall cease upon delivery to the Trustee of such ruling or
opinion and compliance with the other conditions precedent provided for in the
Indenture. (Section 13.4) Under present ruling positions of the Internal
Revenue Service, such a ruling is not obtainable.
REGARDING THE TRUSTEE
The Chase Manhattan Bank, which is a Trustee under an Indenture, performs
other services for SRAC.
9
<PAGE>
PLAN OF DISTRIBUTION
General. SRAC may sell Debt Securities to or through underwriters, and also
may sell Debt Securities directly to other purchasers or through agents. It is
anticipated that SRAC will offer Debt Securities directly to brokers or
dealers, investment companies, insurance companies, banks, savings and loan
associations, trust companies or similar institutions, and trusts for which a
bank, savings and loan association, trust company or investment adviser is the
trustee or authorized to make investment decisions.
The distribution of the Debt Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, or
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Prospectus Supplement
will describe the method of distribution of the Offered Debt Securities.
In connection with the sale of Debt Securities, underwriters may receive
compensation from SRAC or from purchasers of Debt Securities for whom they may
act as agents in the form of discounts, concessions or commissions.
Underwriters may sell Debt Securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters or commissions from the purchasers for whom they may act
as agent. Underwriters, dealers and agents that participate in the
distribution of Debt Securities may be deemed to be underwriters, and any
discounts, commissions or concessions received by them and any profit on the
resale of Debt Securities by them may be deemed to be underwriting discounts
and commissions under the Act. Any such underwriter or agent will be
identified, and any such compensation will be described, in the Prospectus
Supplement.
Under agreements that may be entered into by SRAC, underwriters, dealers and
agents who participate in the distribution of Debt Securities may be entitled
to indemnification by SRAC against certain liabilities, including liabilities
under the Securities Act.
LEGAL OPINION
Unless otherwise specified in the accompanying Prospectus Supplement, the
legality of the Debt Securities is being passed upon for SRAC by Nancy K.
Bellis, an Assistant General Counsel of Sears.
EXPERTS
The annual financial statements incorporated by reference in this prospectus
and the financial statements from which the Summary Financial Information
included in this Prospectus have been derived have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports incorporated by
reference herein, and with respect to the Summary Financial Information has
been included as Exhibit 99 to the Registration Statement. Such financial
statements and Summary Financial Information have been incorporated by
reference and included herein, respectively, in reliance upon the reports of
such firm given upon their authority as experts in accounting and auditing.
With respect to the unaudited interim financial information contained in the
Quarterly Reports on Form 10-Q for Sears and SRAC, which are incorporated
herein by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their reports included in the Quarterly Reports on Form
10-Q for Sears and SRAC and incorporated by reference herein, they did not
audit and they did not express an opinion on such interim financial
information. Accordingly, the degree of reliance on their reports on such
information should be restricted in light of the limited nature of the review
procedures applied. Deloitte & Touche LLP are not subject to the liability
provisions of Section 11 of the Securities Act for their reports on the
unaudited interim financial information because those reports are not
"reports" or a "part" of the registration statement prepared or certified by
an accountant within the meaning of Sections 7 and 11 of the Securities Act.
10
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
1(a) Form of Underwriting Agreement (incorporated by
reference to Exhibit 1(a) to Registration Statement
on Form S-3, Registration Statement No. 333-9817).
1(b) Form of Distribution Agreement (incorporated by
reference to Exhibit 1(b) to Registration Statement
on Form S-3, Registration Statement No. 333-9817).
4(a) Form of Indenture (incorporated by reference to
Exhibit 4(a) to Amendment No. 1 to Registration
Statement on Form S-3, Registration Statement No.
33-64215).
4(b) Indenture dated as of May 15, 1995 between Sears
Roebuck Acceptance Corp. and The Chase Manhattan
Bank, N.A. (incorporated by reference to Exhibit
4(b) to Amendment No. 1 to Registration Statement
on Form S-3, Registration Statement No. 33-64215).
4(c) Fixed Charge Coverage and Ownership Agreement dated
as of May 15, 1995 between Sears Roebuck Acceptance
Corp. and Sears, Roebuck and Co. (incorporated by
reference to Exhibit 4(e) to registrant's Current
Report on Form 8-K for June 8, 1995, File No. 1-
4040).
4(d) Form of Extension Agreement between Sears Roebuck
Acceptance Corp. and Sears, Roebuck and Co.
(incorporated by reference to Exhibit 4(d) to
Registration Statement on Form S-3, Registration
Statement No. 333-9817).
5 Opinion of Nancy K. Bellis*
12(a) Calculation of Ratio of Earnings to Fixed Charges
for Sears Roebuck Acceptance Corp. for the year
ended December 28, 1996 (incorporated by reference
to Exhibit 12 to registrant's Annual Report on Form
10-K for the year ended December 28, 1996, File No.
1-4040).
12(b) Calculation of Ratio of Earnings to Fixed Charges
for Sears Roebuck Acceptance Corp. for the year
ended December 30, 1995 (incorporated by reference
to Exhibit 12 to registrant's Annual Report on Form
10-K for the year ended December 30, 1995, File No.
1-4040).
12(c) Calculation of Ratio of Earnings to Fixed Charges
for Sears Roebuck Acceptance Corp. for the year
ended December 31, 1994 (incorporated by reference
to Exhibit 12 to registrant's Annual Report on Form
10-K for the year ended December 31, 1994, File No.
1-4040).
12(d) Calculation of Ratio of Earnings to Fixed Charges
for Sears Roebuck Acceptance Corp. for the year
ended December 31, 1993 (incorporated by reference
to Exhibit 12 to registrant's Annual Report on Form
10-K for the year ended December 31, 1993, File No.
1-4040).
12(e) Calculation of Ratio of Earnings to Fixed Charges
for Sears Roebuck Acceptance Corp. for the year
ended December 31, 1992 (incorporated by reference
to Exhibit 12 to registrant's Annual Report on Form
10-K for the year ended December 31, 1992, File No.
1-4040).
12(f) Calculation of Ratio of Earnings to Fixed Charges
for Sears Roebuck Acceptance Corp. for the three-
month period ended March 29, 1997 (incorporated by
reference to Exhibit 12 to registrant's Quarterly
Report on Form 10-Q for the quarterly period ended
March 29, 1997, File No. 1-4040).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
12(g) Calculation of Ratio of Income to Fixed Charges for
Sears, Roebuck and Co. and consolidated
subsidiaries for each of the five fiscal years
ended December 28, 1996, and for the three-month
period ended March 29, 1997 (incorporated by
reference to Exhibit 12 to Sears Quarterly Report
on Form 10-Q for the quarterly period ended March
29, 1997, File No. 1-416).
15(a) Acknowledgement of awareness from Deloitte & Touche
LLP concerning unaudited interim financial
information (Sears Roebuck Acceptance Corp.).*
15(b) Acknowledgement of awareness from Deloitte & Touche
LLP concerning unaudited interim financial
information (Sears, Roebuck and Co.).*
23(a) Consent of Deloitte & Touche LLP (Sears Roebuck
Acceptance Corp.).*
23(b) Consent of Deloitte & Touche LLP (Sears, Roebuck
and Co.).*
23(c) Consent of Nancy K. Bellis (included in Exhibit 5).
24(a) Power of Attorney of certain officers and directors
of the registrant.*
24(b) Power of Attorney of certain officers and directors
of the co-registrant.*
25 Form T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939, as amended
(incorporated by reference to Exhibit 25 to
Registration Statement on Form S-3, Registration
Statement No. 333-9817).
</TABLE>
- --------
*Filed herewith.
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
S.E.C Registration Fee......................................... $1,551,724
*Rating Agency Fee............................................. 450,000
*Trustee's Fees................................................ 9,000
*Printing and Engraving........................................ 150,000
*Legal Fees.................................................... 150,000
*Auditors' Fees................................................ 75,000
*Miscellaneous................................................. 114,276
----------
Total...................................................... $2,500,000
==========
</TABLE>
- --------
*estimated
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
SRAC is a Delaware corporation. Section 145 of the General Corporation Law
of the State of Delaware ("GCL") provides that a Delaware corporation has the
power to indemnify its officers and directors in certain circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to indemnify
any director or officer, or former director or officer, who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation),
against expenses (including attorney's fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred in connection with such
action, suit or proceeding provided that such director or officer acted in
good faith in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, provided that such director or officer had no cause to believe his
or her conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses actually and reasonably incurred
in connection with the defense or settlement of such action or suit provided
that such director or officer acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such director or officer shall have been adjudged to be
liable for negligence or misconduct in the performance of his or her duty to
the corporation unless and only to the extent that the Court of Chancery or
the court in which such action was brought shall determine that despite the
adjudication of liability such director or officer is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he or she shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him
or her in connection therewith; that indemnification provided for by Section
145 shall not be deemed exclusive of any other rights to which the indemnified
party may be entitled; and the corporation may purchase and maintain insurance
on behalf of a director or officer of the corporation against any liability
asserted against him or her or incurred by him or her in any such capacity or
arising out of his or her status as such whether or not the corporation would
have the power to indemnify him or her against such liabilities under Section
145.
Article 11 of SRAC's Certificate of Incorporation provides for
indemnification of SRAC's officers and directors to the fullest extent
permitted by applicable law.
II-1
<PAGE>
Certain directors of SRAC are also officers of Sears, a New York
corporation. Sections 721 through 724 of the New York Business Corporation Law
("BCL") provide that in certain circumstances a corporation may indemnify
directors and officers against judgments, fines, amounts paid in settlement
and reasonable expenses, including attorneys' fees, actually and necessarily
incurred as a result of any action or proceeding by it or in the right of any
other corporation which such directors or officers served in any capacity at
the request of Sears, if such director or officer (i) acted, in good faith,
for a purpose which he or she reasonably believed not to be opposed to the
best interests of SRAC and, (ii) in criminal actions or proceedings, had no
reasonable cause to believe that his or her conduct was unlawful; provided,
however, that no indemnification may be provided where a person had been
adjudged to have acted in bad faith or to have engaged in active and
deliberate dishonesty and were material to the cause of action adjudicated, or
to have gained a financial profit or other advantage to which he or she was
not legally entitled. A corporation is required to indemnify against
reasonable expenses (including attorneys' fees) any director or officer who
successfully defends any such actions. The foregoing statements are subject to
the detailed provisions of the BCL.
Article V of the by-laws of Sears provides that Sears shall indemnify to the
full extent permitted by law, any person made, or threatened to be made, a
party to, or who is otherwise involved in, any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the
fact that such person or his testator or intestate, while a director or
officer of Sears and at the request of Sears, is or was serving another
corporation in any capacity, against judgments, fines, amounts paid in
settlement and all expenses, including attorneys' fees, actually incurred as a
result of such action. Article V states that the indemnification benefits
provided thereby are contract rights, enforceable as if set forth in a written
contract.
Sears has in effect insurance policies in the amount of $100 million
covering all of Sears and SRAC's directors and officers in certain instances
where by law they may not be indemnified by Sears or SRAC.
The form of Underwriting Agreement and the form of Distribution Agreement,
filed as Exhibits 1(a) and 1(b) hereto, respectively, and incorporated herein
by reference, contain certain provisions relating to indemnification.
ITEM 16. EXHIBITS.
<TABLE>
<C> <S> <C>
1(a) Form of Underwriting Agreement (incorporated by reference
to Exhibit 1(a) to Registration Statement on Form S-3,
Registration Statement No. 333-9817).
1(b) Form of Distribution Agreement (incorporated by reference
to Exhibit 1(b) to Registration Statement on Form S-3,
Registration Statement No. 333-9817).
4(a) Form of Indenture (incorporated by reference to Exhibit
4(d) to Amendment No. 1 to Registration Statement on Form
S-3, Registration Statement No. 33-64215).
4(b) Indenture dated as of May 15, 1995 between Sears Roebuck
Acceptance Corp. and The Chase Manhattan Bank, N.A.
(incorporated by reference to Exhibit 4(b) to Amendment
No. 1 to Registration Statement on Form S-3, Registration
Statement No. 33-64215).
4(c) Fixed Charge Coverage and Ownership Agreement dated as of
May 15, 1995 between Sears Roebuck Acceptance Corp. and
Sears, Roebuck and Co. (incorporated by reference to
Exhibit 4(e) to registrant's Current Report on Form 8-K
for June 8, 1995, File No. 1-4040).
4(d) Form of Extension Agreement between Sears Roebuck
Acceptance Corp. and Sears, Roebuck and Co. (incorporated
by reference to Exhibit 4(d) to Registration Statement on
Form S-3 Registration Statement No. 333-9817).
5 Opinion of Nancy K. Bellis.*
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C> <C>
12(a) Calculation of Ratio of Earnings to Fixed Charges for
Sears Roebuck Acceptance Corp. for the year
ended December 28, 1996 (incorporated by reference
to Exhibit 12 to registrant's Annual Report on
Form 10-K for the year ended December 28, 1996, File No. 1-4040).
12(b) Calculation of Ratio of Earnings to Fixed Charges for
Sears Roebuck Acceptance Corp. for the year
ended December 30, 1995 (incorporated by reference to
Exhibit 12 to registrant's Annual Report on
Form 10-K for the year ended December 30, 1995, File No. 1-4040).
12(c) Calculation of Ratio of Earnings to Fixed Charges for
Sears Roebuck Acceptance Corp. for the year
ended December 31, 1994 (incorporated by reference to
Exhibit 12 to registrant's Annual Report on
Form 10-K for the year ended December 31, 1994, File No. 1-4040).
12(d) Calculation of Ratio of Earnings to Fixed Charges for
Sears Roebuck Acceptance Corp. for the year
ended December 31, 1993 (incorporated by reference to
Exhibit 12 to registrant's Annual Report on
Form 10-K for the year ended December 31, 1993, File No. 1-4040).
12(e) Calculation of Ratio of Earnings to Fixed Charges for
Sears Roebuck Acceptance Corp. for the year
ended December 31, 1992 (incorporated by reference to
Exhibit 12 to registrant's Annual Report on
Form 10-K for the year ended December 31, 1992, File No. 1-4040).
12(f) Calculation of Ratio of Earnings to Fixed Charges for
Sears Roebuck Acceptance Corp. for the three-
month period ended March 29, 1997 (incorporated by reference
to Exhibit 12 to registrant's Quarterly Report on Form 10-Q
for the quarterly period ended March 29, 1997, File
No. 1-4040).
12(g) Calculation of Ratio of Income to Fixed Charges for Sears,
Roebuck and Co. and consolidated subsidiaries for each of the
five fiscal years ended December 28, 1996,
and for the three-month period ended March 29, 1997
(incorporated by reference to Exhibit 12 to Sears Quarterly
Report on Form 10-Q for the quarterly period ended March 29,
1997, File No. 1-416).
15(a) Acknowledgement of awareness from Deloitte & Touche LLP
concerning unaudited interim financial
information (Sears Roebuck Acceptance Corp.).*
15(b) Acknowledgement of awareness from Deloitte & Touche LLP
concerning unaudited interim financial
information (Sears, Roebuck and Co.).*
23(a) Consent of Deloitte & Touche LLP (Sears Roebuck Acceptance Corp.).*
23(b) Consent of Deloitte & Touche LLP (Sears, Roebuck and Co.).*
23(c) Consent of Nancy K. Bellis (included in Exhibit 5).
24(a) Power of Attorney of certain officers and directors of
the registrant.*
24(b) Power of Attorney of certain officers and directors of the
co-registrant.*
25 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939, as amended (incorporated by reference to
Exhibit 25 to Registration Statement on Form S-3, Registration
Statement No. 333-9817).
</TABLE>
- --------
*Filed herewith.
II-3
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned registrant and co-registrant hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (i) and (ii) shall not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant or co-registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant and co-registrant hereby undertake that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's or co-registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant or co-registrant pursuant to the provisions described in this
registration statement above, or otherwise, the registrant and the co-
registrant have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant or co-registrant in the successful defense of any
action, suit or proceeding) is asserted against the registrant or co-
registrant by such director, officer or controlling person in connection with
the securities being registered, the registrant or co-registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
AND CO-REGISTRANT CERTIFY THAT THEY HAVE REASONABLE GROUNDS TO BELIEVE THAT
THEY MEET ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAVE DULY CAUSED
THIS AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON THEIR BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN GREENVILLE, STATE OF DELAWARE,
AND HOFFMAN ESTATES, STATE OF ILLINOIS, RESPECTIVELY, ON THE 8TH DAY OF JULY,
1997.
Sears Roebuck Acceptance Corp.
Keith E. Trost*
By___________________________________
Keith E. Trost
President
Sears, Roebuck and Co.
Alice M. Peterson**
By___________________________________
Alice M. Peterson
Vice President and Treasurer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Keith E. Trost* Director and President of
____________________________________ Sears Roebuck Acceptance
Keith E. Trost Corp. (Principal Executive
Officer)
/s/ George F. Slook* Director and Vice President
____________________________________ and Assistant Secretary of
George F. Slook Sears Roebuck Acceptance
Corp. (Principal Financial
and Accounting Officer)
/s/ James D. Constantine* Director of Sears Roebuck
____________________________________ Acceptance Corp.
James D. Constantine
/s/ Alice M. Peterson** Director of Sears Roebuck
____________________________________ Acceptance Corp.
Alice M. Peterson
/s/ Larry R. Raymond* Director of Sears Roebuck
____________________________________ Acceptance Corp.
Larry R. Raymond
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Arthur C. Martinez** Director, Chairman of the
____________________________________ Board of Directors,
Arthur C. Martinez President and Chief
Executive Officer of
Sears, Roebuck and Co.
(Principal Executive
Officer)
/s/ Alan J. Lacy** Executive Vice President and
____________________________________ Chief Financial Officer of
Alan J. Lacy Sears, Roebuck and Co.
(Principal Financial
Officer)
/s/ James A. Blanda** Vice President and
____________________________________ Controller of Sears,
James A. Blanda Roebuck and Co. (Principal
Accounting Officer)
/s/ Hall Adams, Jr.** Director of Sears, Roebuck
____________________________________ and Co.
Hall Adams, Jr.
/s/ Warren L. Batts** Director of Sears, Roebuck
____________________________________ and Co.
Warren L. Batts
/s/ Alston D. Correll, Jr. ** Director of Sears, Roebuck
____________________________________ and Co.
Alston D. Correll, Jr.
/s/ Michael A. Miles** Director of Sears, Roebuck
____________________________________ and Co.
Michael A. Miles
/s/ Richard C. Notebaert** Director of Sears, Roebuck
____________________________________ and Co.
Richard C. Notebaert
/s/ Clarence B. Rogers, Jr.** Director of Sears, Roebuck
____________________________________ and Co.
Clarence B. Rogers, Jr.
/s/ Donald H. Rumsfeld** Director of Sears, Roebuck
____________________________________ and Co.
Donald H. Rumsfeld
/s/ Dorothy A. Terrell** Director of Sears, Roebuck
____________________________________ and Co.
Dorothy A. Terrell
</TABLE>
/s/ Keith E. Trost
*By____________________________
Keith E. Trost
Individually and as
Attorney-in-fact
/s/ Alice M. Peterson
**By___________________________
Alice M. Peterson
Individually and as
Attorney-in-fact
II-6
July 7, 1997
Sears Roebuck Acceptance Corp.
3711 Kennett Pike
Greenville, Delaware 19807
Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, Illinois 60179
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-3, to be filed
with the Securities and Exchange Commission on or about July 7, 1997 (the
"Registration Statement") by Sears Roebuck Acceptance Corp. (the "Company")
and Sears, Roebuck and Co. in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of $4,500,000,000 aggregate
principal amount of debt securities (the "Debt Securities") for an offering
to be made on a continuous or delayed basis pursuant to the provisions of
Rule 415 under the Act. I have examined the indenture dated as of May 15,
1995 between the Company and The Chase Manhattan Bank, N.A., which will be
incorporated by reference into the Registration Statement, under which the
Debt Securities are to be issued. I am familiar with the proceedings
heretofore taken, and with the additional proceedings proposed to be taken,
by the Company in connection with the authorization, registration, issuance
and sale of the Debt Securities.
Subject to the proposed additional proceedings being taken as now
contemplated prior to the issuance of the Debt Securities and the terms of
the Debt Securities being otherwise in compliance with then applicable law,
I am of the opinion that the Debt Securities will, upon the issuance and sale
thereof in the manner referred to in the Registration Statement, be legally
issued and binding obligations of the Company in accordance with their terms,
subject to insolvency, bankruptcy, reorganization or other laws relating to
or affecting the enforcement of creditors' rights or by general equity
principles.
I consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to me in the Prospectus
which is part of the Registration Statement.
Sincerely,
/S/Nancy K. Bellis
Nancy K. Bellis
Assistant General Counsel
Exhibit 15(a)
Sears Roebuck Acceptance Corp.
Greenville, Delaware
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
financial information of Sears Roebuck Acceptance Corp. for the periods ended
March 29, 1997 and March 30, 1996, as indicated in our report dated April 10,
1997; because we did not perform an audit, we expressed no opinion on that
information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended March 29, 1997, is
incorporated by reference in this Registration Statement on Form S-3.
We are also aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act of 1933, is not considered a part of the
Registration Statement prepared or certified by an accountant or a report
prepared or certified by an accountant within the meaning of Sections 7 and
11 of that Act.
/S/Deloitte & Touche
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
July 7, 1997
Exhibit 15(b)
July 7, 1997
Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, Illinois
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
financial information of Sears, Roebuck and Co. for the periods ended March
29, 1997 and March 30, 1996, as indicated in our report dated April 17, 1997;
because we did not perform an audit, we expressed no opinion on that
information.
We are aware that our report referred to above, which was included in your
Quarterly Report on Form 10-Q for the quarter ended March 29, 1997, is being
used in this Registration Statement.
We also are aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act of 1933, is not considered a part of the
Registration Statement prepared or certified by an accountant within the
meaning of Sections 7 and 11 of that Act.
/S/Deloitte & Touche
Deloitte & Touche LLP
Chicago, Illinois
Exhibit 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Sears Roebuck Acceptance Corp. (the "Company") on Form S-3 of our report
dated January 22, 1997, appearing in (and incorporated by reference in) the
Annual Report on Form 10-K of Sears Roebuck Acceptance Corp. for the year
ended December 28, 1996, and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
We also consent to the use in this Registration Statement of our report on
the financial statements dated January 22, 1997 included as Exhibit 99 to
the Registration Statement.
/S/Deloitte & Touche
DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
July 7, 1997
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Sears, Roebuck and Co. on Form S-3 of our reports dated February 10, 1997,
appearing in, and incorporated by reference in, the Annual Report on Form
10-K of Sears, Roebuck and Co. for the year ended December 28, 1996 and to
the reference to us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.
/S/Deloitte & Touche
Deloitte & Touche LLP
Chicago, Illinois
July 7, 1997
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being
a director or officer, or both, of SEARS ROEBUCK ACCEPTANCE CORP., a Delaware
corporation (the "Corporation"), does hereby constitute and appoint KEITH E.
TROST, GEORGE F. SLOOK, NANCY M. HOUGHTON-LYNCH and NANCY K. BELLIS, with
full power to each of them to act alone, as the true and lawful attorneys and
agents of the undersigned, with full power of substitution and resubstitution
to each of said attorneys, to execute, file or deliver any and all
instruments and to do any and all acts and things which said attorneys and
agents, or any of them, deem advisable to enable the Corporation to comply
with the Securities Act of 1933, as amended, and the Trust Indenture Act of
1939, as amended, and any requirements or regulations of the Securities and
Exchange Commission in respect thereto, in connection with the registration
under said Securities Act of debt securities to be issued by the Corporation
under the provisions of an appropriate indenture and the qualification of
said indenture under said Trust Indenture Act, including specifically, but
without limitation of the general authority hereby granted, the power and
authority to sign his 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 the registration statement,
or any amendment, post-effective amendment or papers supplemental thereto, to
be filed in respect of said debt securities; and each of the undersigned does
hereby ratify and confirm all that said attorneys and agents, or any of them,
or the substitute of any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed these
presents, as of this 7th day of July, 1997.
NAME TITLE
/S/Keith E. Trost Director and President
Keith E. Trost (Principal Executive Officer)
/S/George F. Slook Director and Vice President
George F. Slook and 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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned being
a director or officer, or both, of SEARS, ROEBUCK AND CO., a New York
corporation (the "Company"), does hereby constitute and appoint ARTHUR C.
MARTINEZ, ALAN J. LACY, MICHAEL D. LEVIN, JAMES A. BLANDA and ALICE M.
PETERSON, with full power to each of them to act alone, as the true and
lawful attorneys and agents of the undersigned, with full power of
substitution and resubstitution to each of said attorneys, to execute, file
or deliver any and all instruments and to do any and all acts and things
which said attorneys and agents, or any of them, deem advisable to enable the
Company to comply with the Securities Act of 1933, as amended (the
"Securities Act"), the Trust Indenture Act of 1939, as amended, and any
requirements or regulations of the Securities and Exchange Commission in
respect thereto, in connection with the registration under said Securities
Act of issues of debt securities, guarantees, certificates of interest in
trusts, common or preferred shares of the Company (including without
limitation common or preferred shares of the Company into which any of such
securities are convertible), interests in such preferred shares, other
securities, or warrants or rights to purchase or receive any of the
foregoing, to be issued or sold by the Company (or by subsidiaries of the
Company where the Company signs, as co-registrant, registration statements
filed by such subsidiaries under said Securities Act), where applicable under
the provisions of appropriate indentures, and the qualification of said
indentures under said Trust Indenture Act, including specifically, but
without limitation of the general authority hereby granted, the power and
authority to sign his or her name as director or officer, or both, of the
Company, as indicated below opposite his or her signature, to the
registration statements, or any amendments, post-effective amendments,
supplements or paper supplemental thereto, to be filed in respect of said
debt securities, guarantees, certificates of interest, common shares,
preferred shares or interests therein, other securities, or warrants or
rights, and each of the undersigned does hereby fully ratify and confirm all
that said attorneys and agents or any of them, or the substitute of any of
them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed his or her
name, this 4th day of February, 1997.
NAME TITLE
/S/ ARTHUR C. MARTINEZ Director, Chairman of the Board,
Arthur C. Martinez President and Chief Executive
Officer (Principal Executive Officer)
/S/ ALAN J. LACY Executive Vice President and Chief
Alan J. Lacy Financial Officer (Principal Financial
Officer)
/S/ JAMES A. BLANDA Vice President and Controller
James A. Blanda (Principal Accounting Officer)
/S/HALL ADAMS, JR. Director
Hall Adams, Jr.
/S/ WARREN L. BATTS Director
Warren L. Batts
/S/ALSTON D. CORRELL, JR. Director
Alston D. Correll, Jr.
/S/JAMES W. COZAD Director
James. W. Cozad
/S/MICHAEL A. MILES Director
Michael A. Miles
/S/RICHARD C. NOTEBAERT Director
Richard C. Notebaert
/S/ NANCY C. REYNOLDS Director
Nancy C. Reynolds
/S/ CLARENCE B. ROGERS, JR. Director
Clarence B. Rogers, Jr.
/S/ DONALD H. RUMSFELD Director
Donald H. Rumsfeld
/S/ DOROTHY A. TERRELL Director
Dorothy A. Terrell
