<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-30879
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 18, 1997)
$250,000,000
Sears Roebuck Acceptance Corp.
7.50% NOTES DUE OCTOBER 15, 2027
------------
Interest payable April 15 and October 15, commencing on April 15, 1998
------------
THE 7.50% NOTES WILL BE REDEEMABLE BY SEARS ROEBUCK ACCEPTANCE CORP. (THE
"COMPANY") ON AND AFTER OCTOBER 15, 2007 AT THE PRICES SET FORTH HEREIN.
------------
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 SUPPLEMENT
OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------
PRICE 99.852% AND ACCRUED INTEREST, IF ANY
------------
<TABLE>
<CAPTION>
PROCEEDS TO
PRICE TO UNDERWRITING DISCOUNTS COMPANY
PUBLIC (1) AND COMMISSIONS (2) (1)(3)
------------ ---------------------- ------------
<S> <C> <C> <C>
Per Note...................... 99.852% .875% 98.977%
Total......................... $249,630,000 $2,187,500 $247,442,500
</TABLE>
- ------------
(1)Plus accrued interest, if any, from September 30, 1997.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(3)Before deduction of expenses payable by the Company, estimated to be
$125,000.
------------
The Notes are offered, subject to prior sale, when, as and if accepted by
the Underwriters and subject to approval of certain legal matters by Cleary,
Gottlieb, Steen & Hamilton, counsel for the Underwriters. It is expected that
delivery of the Notes will be made in book-entry form through the facilities
of The Depository Trust Company in New York, New York, on or about September
30, 1997 against payment therefor in immediately available funds.
------------
MORGAN STANLEY DEAN WITTER
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
J.P. MORGAN & CO.
SALOMON BROTHERS INC
September 23, 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 SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS 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 SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THEREOF OR THAT THE INFORMATION IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
Certain persons participating in this offering may engage in transactions
that stabilize, maintain, or otherwise affect the price of the Notes.
Specifically, the Underwriters may overallot in connection with the offering,
and may bid for, and purchase, the Notes in the open market. For a description
of these activities, see "Underwriting."
----------------
THE UNDERWRITERS AND THE COMPANY HAVE AGREED THAT THE CLOSING OF THE SALE OF
THE NOTES TO THE UNDERWRITERS WILL OCCUR FIVE BUSINESS DAYS AFTER THE DATE OF
THIS PROSPECTUS SUPPLEMENT.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Recent Financial Information............................................... S-3
Description of Notes....................................................... S-4
Book-Entry Registration.................................................... S-5
Underwriting............................................................... S-6
Legal Opinions............................................................. S-7
PROSPECTUS
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>
S-2
<PAGE>
RECENT FINANCIAL INFORMATION
The following table sets forth certain summary financial information of Sears
Roebuck Acceptance Corp. (the "Company" or "SRAC") for the six-month periods
ended June 28, 1997 and June 29, 1996. The summary information is unaudited,
but in the opinion of management, all adjustments (consisting only of normal
recurring accruals) necessary to present fairly the results of operations of
the Company have been included. The operating results for the six-month period
ended June 28, 1997 are not necessarily indicative of results to be expected
for the full year. The summary information should be read in conjunction with
the financial statements incorporated in the Prospectus by reference.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
(UNAUDITED)
----------------
JUNE
28, JUNE 29,
1997 1996
------- --------
(DOLLARS IN
MILLIONS)
<S> <C> <C>
Operating Results
Total revenues................................................. $ 433 $ 309
Interest and related expenses.................................. 345 245
Total expenses................................................. 346 246
Income taxes................................................... 31 22
Net income..................................................... 56 41
Financial Position
Assets
Notes of Sears............................................... $12,910 $ 9,806
Commercial receivable balances purchased from Sears.......... 82 93
Total assets................................................. 13,105 10,202
Liabilities
Commercial paper............................................. 3,298 4,109
Agreements with bank trust departments....................... 69 92
Intermediate-term loans...................................... 715 895
Medium-term notes............................................ 5,302 2,882
Discrete underwritten debt................................... 1,902 748
Total liabilities............................................ 11,362 8,766
Sears, Roebuck and Co. investment in the Company
Capital stock (including capital in excess of par value)..... 385 185
Retained income.............................................. 1,358 1,251
Other Pertinent Data
Contractual Credit Facilities (quarter-end).................... 5,000 5,040
</TABLE>
During the first half of 1997, the Company's revenues increased 40% to $433
million from $309 million in the comparable 1996 period. The increase in
revenue is attributable to a $3.4 billion increase in SRAC's average earning
assets compared to the first half of 1996 in response to Sears funding
requirements.
The Company's interest and related expenses increased 41% to $345 million
from $245 million for the first half of 1997 as compared to the comparable 1996
period. The Company's cost of short-term funds averaged 5.48% compared to 5.50%
for the same period in 1996. The Company's short-term borrowings averaged $3.9
billion compared to the first half of 1996 level of $4.8 billion. The Company's
long-term debt averaged $7.2 billion compared with $3.6 billion in the first
half of 1996.
The Company's net income of $56 million for the first half of 1997 reflects
an increase of 37% from the comparable 1996 period amount of $41 million. The
Company's ratio of earnings to fixed charges was 1.25 compared to 1.26 for the
comparable 1996 period.
S-3
<PAGE>
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered
hereby (referred to in the Prospectus as the "Offered Debt Securities")
supplements the description of the general terms and provisions of Debt
Securities set forth in the accompanying Prospectus, to which description
reference is hereby made. Reference should be made to the Prospectus and the
Indenture under which the Notes will be issued for the definitions of certain
capitalized terms used herein.
The Notes are to be issued under an Indenture, dated as of May 15, 1995,
between the Company and The Chase Manhattan Bank, N.A., as Trustee. A copy of
the Indenture has been filed with the Commission and is hereby incorporated by
reference as part of the Registration Statement.
The Notes will mature on October 15, 2027 (the "Maturity Date") and will be
limited in aggregate principal amount to $250,000,000. The Notes will
constitute a single series of Debt Securities under the Indenture. The Notes
will be issued in fully registered book-entry form only, without coupons, in
denominations of $1,000 and integral multiples thereof. Each Note will bear
interest at the rate per annum shown on the cover page of this Prospectus
Supplement from and including September 30, 1997 or from and including the
most recent Interest Payment Date to which interest has been paid or provided
for, payable semi-annually on April 15 and October 15 of each year, commencing
April 15, 1998 (each, an "Interest Payment Date"), to the person in whose name
the Note is registered (the "Holder") at the close of business on the April 1
or October 1, respectively, next preceding such Interest Payment Date (the
"Regular Record Date"). For so long as the Notes are held solely in book-entry
form through the facilities of DTC, the only registered holder of the Notes
will be Cede & Co., as nominee for DTC.
The Notes will not be redeemable prior to October 15, 2007. Thereafter, the
Notes will be subject to redemption at any time at the option of the Company,
as a whole or from time to time in part, upon not less than 30 nor more than
60 days' notice, at the redemption prices (expressed as a percentage of
principal amount) set forth below plus accrued and unpaid interest thereon to
the applicable redemption date. If the Notes are redeemed during the twelve-
month period beginning on October 15 of the years indicated below, the
redemption prices will be:
<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
---- ----------
<S> <C>
2007.......................... 103.676%
2008.......................... 103.308
2009.......................... 102.941
2010.......................... 102.573
2011.......................... 102.206
2012.......................... 101.838
2013.......................... 101.470
2014.......................... 101.103
2015.......................... 100.735
2016.......................... 100.368
2017 and thereafter........... 100.000
</TABLE>
If any Interest Payment Date falls on a day that is not a Business Day, the
interest payment shall be made on the next day that is a Business Day, and no
interest on such payment shall accrue for the period from and after the
Interest Payment Date. Interest on the Notes will be computed on the basis of
a 360-day year of twelve 30-day months.
Payments of principal will be made to DTC by wire transfer (or, if
Certificated Notes (as defined below) are issued, to holders of Certificated
Notes by check unless proper wire transfer instructions are on file with the
Trustee or are received at presentment) upon presentation and surrender of
such Note on or before the Maturity Date. Payments of interest will be made to
DTC by wire transfer (or, if Certificated Notes are issued, to holders of
Certificated Notes by check unless proper wire transfer instructions are on
file with the Trustee).
S-4
<PAGE>
BOOK-ENTRY REGISTRATION
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that SRAC believes to be reliable, but SRAC
takes no responsibility for the accuracy thereof.
The Notes will initially be represented by one or more global notes (the
"Global Notes") registered in the name of the nominee of DTC except as set
forth below. SRAC has been informed by DTC that DTC's nominee will be Cede &
Co. Accordingly, Cede & Co. is expected to be the registered Holder of the
Global Notes. Unless and until Certificated Notes are issued under the limited
circumstances described herein, no person acquiring an interest in the Notes (a
"Book-Entry Note Owner") will be entitled to receive a certificate representing
such person's interest in the Notes, all references herein or in the Prospectus
to actions by Holders shall refer to actions taken by DTC upon instructions
from its Participants (as defined below), and all references herein or in the
Prospectus to payments to Holders shall refer to payments to DTC or Cede & Co.,
as the registered Holder of the Global Notes, for distribution to Book-Entry
Note Owners in accordance with DTC procedures.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Participants")
deposit with DTC. DTC also facilitates the settlement among Participants of
securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in Participants' accounts,
thereby eliminating the need for physical movement of securities certificates.
Direct Participants include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. DTC is owned
by a number of its Direct Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. Access to the DTC system is also available to others,
such as securities brokers and dealers, banks and trust companies that clear
through or maintain a custodial relationship with a direct Participant, either
directly or indirectly ("Indirect Participants"). The Rules applicable to DTC
and its Participants are on file with the Securities and Exchange Commission.
Book-Entry Note Owners that are not Participants or Indirect Participants but
desire to purchase, sell or otherwise transfer ownership of, or other interests
in, Notes may do so only through Participants and Indirect Participants. In
addition, Book-Entry Owners will receive all payments of principal, premium, if
any, and interest from the Trustee through Participants and, if applicable,
Indirect Participants. Under a book-entry format, Book-Entry Note Owners may
experience some delay in their receipt of payments, since such payments will be
forwarded by the Trustee to Cede & Co., as nominee of DTC. DTC will forward
such payments to its Participants which thereafter will forward them to
Indirect Participants or Book-Entry Note Owners. Book-Entry Note Owners will
not be recognized by the Trustee as Holders, as such term is used in the
Indenture, and Book-Entry Note Owners will only be permitted to exercise the
rights of Holders indirectly through DTC and its Participants.
Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "Rules"), DTC is required to make book-entry transfers
among Participants on whose behalf it acts with respect to the Notes and is
required to receive and transmit payments of principal, premium, if any, and
interest on the Notes. Participants and Indirect Participants with which Book-
Entry Note Owners have accounts with respect to the Notes similarly are
required to make book-entry transfers and receive and transmit such payments on
behalf of their respective Book-Entry Note Owners.
S-5
<PAGE>
Because DTC can only act on behalf of Participants, which in turn act on
behalf of Indirect Participants and certain banks, the ability of a Book-Entry
Note Owner to pledge Notes to persons or entities that do not participate in
the DTC system, or otherwise take actions in respect of such Notes, may be
limited due to the lack of a physical certificate for such Notes.
DTC has advised SRAC that it will take any action permitted to be taken by a
Holder under the Indenture only at the direction of one or more Participants to
whose account with DTC the Notes are credited.
Notes in fully registered certificated form ("Certificated Notes") will be
issued to Book-Entry Note Owners or their nominees, rather than to DTC or its
nominees, only if (i) SRAC advises the Trustee in writing that DTC is no longer
willing or able to discharge properly its responsibilities as depository with
respect to the Notes, and the Trustee or SRAC is unable to locate a qualified
successor, or (ii) SRAC, at its option, elects to terminate the book-entry
system through DTC.
Upon the occurrence of either of the events described in the immediately
preceding paragraph, DTC is required to notify all Participants of the
availability through DTC of Certificated Notes. Upon surrender by DTC of a
Global Note representing the Notes and instructions for re-registration, the
Trustee will issue the Notes in the form of Certificated Notes, and thereafter
the Trustee will recognize the registered holders of such Certificated Notes as
Holders under the Indenture.
UNDERWRITING
Under the terms and subject to the conditions of the Underwriting Agreement
and Pricing Agreement dated the date hereof, the Company has agreed to sell to
each of the Underwriters named below, and each of the Underwriters has
severally agreed to purchase from the Company the respective principal amounts
of Notes set forth opposite its name in the table below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
NAME NOTES
---- ------------
<S> <C>
Morgan Stanley & Co. Incorporated........................... $ 50,000,000
Goldman, Sachs & Co. ....................................... 50,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 50,000,000
J.P. Morgan Securities Inc. ................................ 50,000,000
Salomon Brothers Inc ....................................... 50,000,000
------------
Total.................................................. $250,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
to pay for and accept delivery of the Notes are subject to approval of certain
legal matters by their counsel and to certain other conditions. The
Underwriters are committed to take and pay for all of the Notes if any are
taken.
The Company has been advised by the Underwriters that they propose to offer
part of the Notes directly to the public at the initial public offering price
and on the terms set forth on the cover page of this Prospectus Supplement and
part to certain dealers at a price that represents a concession not in excess
of .50% of the principal amount of the Notes. The Underwriters may allow, and
such dealers may reallow, a concession not in excess of .25% of the principal
amount of the Notes to certain other dealers. After the initial offering of the
Notes, the offering price and other selling terms may be varied by the
Underwriters.
The Company does not intend to apply for listing of the Notes on a national
securities exchange, but has been advised by the Underwriters that they
presently intend to make a market in the Notes as permitted by applicable laws
and regulations. The Underwriters are not obligated, however, to make a
S-6
<PAGE>
market in the Notes and any such market-making may be discontinued at any time
at the sole discretion of the Underwriters. Accordingly, no assurance can be
given as to the liquidity of, or trading market for, the Notes.
In order to facilitate the offering of the Notes, the Underwriters may engage
in transactions that stabilize, maintain or otherwise affect the price of the
Notes. Specifically, the Underwriters may overallot in connection with the
offering, creating a short position in the Notes for their own account. In
addition, to cover overallotments or to stabilize the price of the Notes, the
Underwriters may bid for, and purchase, the Notes in the open market. Finally,
the underwriting syndicate may reclaim selling concessions allowed to an
underwriter or a dealer for distributing the Notes in the offering, if the
syndicate repurchases previously distributed Notes in transactions to cover
syndicate short positions, in stabilization transactions or otherwise. Any of
these activities may stabilize or maintain the market price of the Notes above
independent market levels. The Underwriters are not required to engage in these
activities, and may end any of these activities at any time.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended, or to contribute to payments the Underwriters may be required to make
in respect thereof.
In the ordinary course of business, certain of the Underwriters and their
affiliates have engaged and may engage in the future in transactions with the
Company and its affiliates.
LEGAL OPINIONS
The legality of the Notes is being passed upon for the Company by Nancy K.
Bellis, an Assistant General Counsel of Sears. The legality of the Notes is
being passed upon for the Underwriters by Cleary, Gottlieb, Steen & Hamilton.
Cleary, Gottlieb, Steen & Hamilton from time to time performs legal services
for Sears.
S-7
<PAGE>
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 SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is September 18, 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 quarters ended March
29, 1997 and June 28, 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, May 9 and May 13, 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 August 31, 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 six-month period
ended June 28, 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 six-month period ended June 28, 1997 was 1.78 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
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 Securities 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 that 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. 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>
Sears Roebuck Acceptance Corp.
