<PAGE> 1
As filed with the Securities and Exchange Commission on September 11, 1998
Registration Statement No. 333-62847
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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<TABLE>
<CAPTION>
SEARS ROEBUCK ACCEPTANCE CORP. SEARS, ROEBUCK AND CO.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS (EXACT NAME OF CO-REGISTRANT AS SPECIFIED IN ITS
CHARTER) CHARTER)
<S> <C> <C> <C>
DELAWARE 51-0080535 NEW YORK 36-1750680
(STATE OF (I.R.S. EMPLOYER (STATE OF (I.R.S. EMPLOYER
INCORPORATION) IDENTIFICATION NO.) INCORPORATION) IDENTIFICATION NO.)
3711 KENNETT PIKE 3333 BEVERLY ROAD
GREENVILLE, DELAWARE 19807 HOFFMAN ESTATES, ILLINOIS 60179
(302) 888-3100 (847) 286-2500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S NUMBER, INCLUDING AREA CODE, OF CO-REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES) PRINCIPAL EXECUTIVE OFFICES)
</TABLE>
<TABLE>
<S> <C>
KEITH E. TROST NANCY K. BELLIS, ESQ.
PRESIDENT ASSISTANT GENERAL COUNSEL
SEARS ROEBUCK ACCEPTANCE CORP. SEARS, ROEBUCK AND CO.
3711 KENNETT PIKE 3333 BEVERLY ROAD
GREENVILLE, DELAWARE 19807 HOFFMAN ESTATES, ILLINOIS 60179
(302) 888-3100 (847) 286-2500
</TABLE>
(NAMES, ADDRESSES, INCLUDING ZIP CODE, AND TELEPHONE NUMBERS, INCLUDING AREA
CODE, OF AGENTS FOR SERVICE)
Copies to:
MARC D. BASSEWITZ, ESQ.
LATHAM & WATKINS
SEARS TOWER, SUITE 5800
CHICAGO, ILLINOIS 60606
(312) 876-7740
------------------------
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
<TABLE>
<CAPTION>
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AMOUNT PROPOSED PROPOSED MAXIMUM
TITLE OF EACH CLASS OF TO BE MAXIMUM OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE(2)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities.............. $5,000,000,000 100% $5,000,000,000 $1,475,000
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</TABLE>
(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 $2,252,200,000 which have
not yet been offered for sale under the original Registration Statement No.
333-30879 on Form S-3. A filing fee of $1,551,724 was paid with respect to
the $4,500,000,000 amount of Debt Securities registered pursuant to
Registration Statement No. 333-30879, of which $776,621 represented the
filing fee associated with the amount of such Debt Securities which has not
yet been offered for sale.
(2) Previously paid.
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> 2
The information in this prospectus is not complete and may be changed. SRAC
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell, nor is it seeking an offer to buy, these securities in any jurisdiction
where the offer or sale is not permitted.
SEARS ROEBUCK ACCEPTANCE CORP.
DEBT SECURITIES
------------------------------
Sears Roebuck Acceptance Corp. ("SRAC") may from time to time sell up to
$7,252,200,000 aggregate initial offering price of its debt securities. These
debt securities may consist of debentures, notes or other types of unsecured
debt. The supplement accompanying this prospectus includes the specific terms of
these debt securities.
------------------------------
These securities have not been approved by the Securities and Exchange
Commission or any state securities commission nor have these organizations
determined that this prospectus is accurate or complete. Any representation to
the contrary is a criminal offense.
------------------------------
, 1998
<PAGE> 3
SRAC HAS NOT AUTHORIZED ANY DEALER, SALESMAN OR OTHER PERSON TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND THE ACCOMPANYING SUPPLEMENT TO
THIS PROSPECTUS. YOU MUST NOT RELY UPON ANY INFORMATION OR REPRESENTATION NOT
CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR THE ACCOMPANYING
PROSPECTUS SUPPLEMENT AS IF SRAC HAD AUTHORIZED IT. THIS PROSPECTUS AND THE
ACCOMPANYING SUPPLEMENT TO THIS 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, NOR DO THIS PROSPECTUS AND THE ACCOMPANYING
SUPPLEMENT TO THIS PROSPECTUS CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. THE
INFORMATION CONTAINED IN THIS PROSPECTUS AND THE SUPPLEMENT TO THIS PROSPECTUS
IS ACCURATE AS OF THE DATES ON THEIR COVERS. WHEN SRAC DELIVERS THIS PROSPECTUS
OR A SUPPLEMENT OR MAKES A SALE PURSUANT TO THIS PROSPECTUS, SRAC IS NOT
IMPLYING THAT THE INFORMATION IS CURRENT AS OF THE DATE OF THE DELIVERY OR SALE.
------------------------------
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........................................ 11
Legal Opinion............................................... 12
Experts..................................................... 12
</TABLE>
2
<PAGE> 4
AVAILABLE INFORMATION
SRAC and Sears, Roebuck and Co. ("Sears"), SRAC's parent, are required to
file reports and other information with the Securities and Exchange Commission
(the "Commission"). Sears also files proxy statements with the Commission. You
can inspect and copy these reports, proxy statements and other information 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. You can also obtain copies of these materials 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). You can inspect reports and other information concerning
SRAC and Sears at the office of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005. You can also inspect reports, proxy statements
and other information concerning Sears at the offices of 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.
SRAC and Sears have filed a registration statement and related exhibits
with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). The registration statement contains additional information
about SRAC, Sears and the debt securities. You may inspect the registration
statement and exhibits without charge at the office of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and you may obtain copies from the
Commission at prescribed rates.
REPORTS TO HOLDERS OF DEBT SECURITIES
SRAC will send its annual reports to the holders of its debt securities.
These annual reports will include financial information that independent public
accountants have audited and reported on, as well as other information about
SRAC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
SRAC and Sears incorporate and make part of this prospectus by reference
the following documents, filed by SRAC and Sears with the Commission pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"):
- the Annual Reports on Form 10-K for the year ended January 3, 1998, filed
by SRAC and Sears;
- the Quarterly Reports on Form 10-Q for the quarters ended April 4, 1998
and July 4, 1998, filed by SRAC and Sears;
- the Current Reports on Form 8-K for January 22 and February 18, 1998,
filed by Sears and for January 8, February 23 and March 13, 1998, filed
by SRAC; and
- 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 after the date of
this prospectus and before SRAC stops offering 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).
To receive a free copy of any of the documents incorporated by reference in
this prospectus (other than exhibits, unless they are specifically incorporated
by reference in the documents), call or write Sears Roebuck Acceptance Corp.,
3711 Kennett Pike, Greenville, Delaware 19807, Attention: Vice President,
Finance (302/888-3100).
3
<PAGE> 5
SEARS ROEBUCK ACCEPTANCE CORP.
SRAC is a wholly owned subsidiary of Sears that was incorporated under the
laws of Delaware in 1956. Its general offices are located at 3711 Kennett Pike,
Greenville, Delaware 19807 (302/888-3100). It raises funds primarily by issuing
commercial paper, medium-term notes and discrete underwritten debt and by
borrowing under intermediate-term loan agreements. It uses the proceeds from its
borrowings to acquire short-term notes of Sears and, on occasion, to purchase
outstanding receivable balances from Sears. Sears, a multi-line retailer that
conducts domestic and international merchandising and credit operations, uses
the funds it obtains from SRAC for general funding purposes. SRAC, and not
Sears, will be solely responsible for repaying the debt securities.
SRAC generates income primarily from the earnings on its investment in the
notes and receivable balances of Sears. Sears presently calculates the interest
rate on its notes so that SRAC maintains an earnings to fixed charges ratio of
at least 1.25. The yield on SRAC's investment in Sears notes is related to
SRAC's borrowing costs. As a result, movements in interest rates and changes in
Sears borrowing requirements cause SRAC's earnings to fluctuate. The indenture
relating to SRAC's debt securities requires SRAC to maintain a ratio of earnings
to fixed charges of not less than 1.10 for any fiscal quarter (determined in
accordance with Item 503(d) of Regulation S-K promulgated by the Commission) and
to cause Sears to maintain ownership of all of SRAC's voting stock as long as
any of SRAC's debt securities are outstanding. Sears has agreed to pay SRAC the
amounts that are necessary for SRAC to maintain an earnings to fixed charges
ratio of at least 1.10 and has agreed to maintain ownership of all of SRAC's
voting stock as long as any of SRAC's debt securities are outstanding. See
"Description of Debt Securities--Certain Restrictions."
As of August 1, 1998, SRAC had eight employees.
USE OF PROCEEDS
SRAC will add the net proceeds it receives from the sale of its debt
securities to its general funds and initially will use the proceeds to reduce
its short-term debt. As indicated in this prospectus under the heading "Sears
Roebuck Acceptance Corp.," SRAC's principal business is purchasing short-term
notes of Sears. Additionally, SRAC occasionally purchases receivable balances
from Sears domestic credit operations. SRAC expects to incur additional debt,
but has not yet determined how much or the terms of this debt. SRAC will make
these determinations from time to time based on economic conditions and certain
capital requirements of Sears. SRAC anticipates that Sears and its subsidiaries
will continue their practice of short-term borrowing and will occasionally incur
additional long-term debt and engage in securitization programs in which Sears
and its subsidiaries sell interests in pools of credit card receivables in
public or private transactions. Sears also occasionally may issue equity
securities.
4
<PAGE> 6
SUMMARY FINANCIAL INFORMATION
The following table sets forth certain summary financial information of
SRAC for the last five fiscal years. You should read this summary information in
conjunction with SRAC's financial statements and the notes to the financial
statements that are incorporated by reference in this prospectus.
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Operating Results
Total revenues................................. $ 960 $ 689 $ 510 $ 283 $ 338
Interest and related expenses.................. 763 546 405 219 236
Total expenses................................. 767 548 407 221 277
Income taxes................................... 68 49 36 22 21
Net income..................................... 125 92 67 40 40
Financial Position
Assets
Notes of Sears............................... $16,561 $11,609 $8,397 $6,843 $3,404
Receivable balances purchased from Sears..... 89 76 81 82 88
Total assets................................. 16,716 12,004 8,635 7,031 4,146
Liabilities
Commercial paper............................. $ 5,249 $ 3,324 $4,451 $4,913 $2,475
Agreements with bank trust departments....... -- 82 137 87 140
Intermediate-term loans...................... 50 715 895 845 --
Medium-term notes............................ 6,033 4,834 1,384 -- --
Discrete underwritten debt................... 3,099 1,298 499 -- --
Loan agreements with Sears Overseas Finance,
N.V. ..................................... -- -- -- -- 380
Total liabilities............................ 14,554 10,317 7,390 5,854 3,008
Sears investment in SRAC
Capital stock (including capital in excess of
par value)................................ $ 735 $ 385 $ 35 $ 35 $ 35
Retained income.............................. 1,427 1,302 1,210 1,143 1,103
Debt as percentage of equity................... 667% 608% 592% 496% 263%
Other Pertinent Data
Commercial paper
Average daily outstandings................... $ 3,952 $ 4,388 $4,963 $3,615 $3,812
Agreements with bank trust departments
Average daily outstandings................... 55 98 154 124 402
Contractual credit facilities (year-end)....... 5,540 5,000 5,720 5,132 4,200
</TABLE>
5
<PAGE> 7
RATIO OF EARNINGS TO FIXED CHARGES
Sears presently calculates the interest rate on SRAC's investment in Sears
notes to provide SRAC with earnings sufficient to cover its fixed charges at
least 1.25 times. The ratios of earnings to fixed charges for SRAC and Sears for
the years ended on the dates set forth in the following table were as follows:
<TABLE>
<CAPTION>
JANUARY 3, DECEMBER 28, DECEMBER 30, DECEMBER 31, DECEMBER 31,
1998 1996 1995 1994 1993
---------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
SRAC(1)....................... 1.25 1.26 1.26 1.29 1.26
Sears(2)...................... 2.34 2.40 2.15 2.06 1.66
</TABLE>
The ratios of earnings to fixed charges for SRAC and Sears for the 26 weeks
ended July 4, 1998 were as follows:
<TABLE>
<CAPTION>
26 WEEKS ENDED
JULY 4, 1998
--------------
<S> <C>
SRAC(1)...................... 1.26
Sears(2)..................... 1.95
</TABLE>
- ---------------
(1) Calculated as follows:
earnings = net income + fixed charges + income taxes
---------------------------------------------------------------------------
fixed charges = interest costs + amortization of debt discount and expense
(2) Calculated as follows:
earnings = income from continuing operations (excluding undistributed net
income of uncon-
solidated subsidiaries) + fixed charges (excluding capitalized interest)
+ income taxes
---------------------------------------------------------------------------
fixed charges = interest costs + the portion of operating lease rentals
which Sears estimates represents the interest element in such rentals
DESCRIPTION OF DEBT SECURITIES
This prospectus describes certain general terms and provisions of SRAC's
unsecured debt securities. When SRAC offers to sell a particular series of debt
securities, it will describe the specific terms of the series in a supplement to
this prospectus. SRAC will also indicate in the supplement whether the general
terms and provisions described in this prospectus apply to a particular series
of debt securities.
SRAC has entered into an indenture with The Chase Manhattan Bank, as
trustee, and will issue its debt securities under that indenture or under
another indenture into which it may enter with another eligible trustee. SRAC
will identify the trustee and the particular indenture under which it is issuing
its debt securities in the supplement to this prospectus.
The following sections summarize certain provisions of SRAC's debt
securities and indenture. This summary is qualified by and subject to the actual
provisions of the indenture under which SRAC is issuing its debt securities.
SRAC has filed the indenture with the Commission and is incorporating it by
reference in this prospectus. Where this summary refers to particular provisions
of the indenture, the provisions are incorporated by reference.
GENERAL TERMS
The debt securities will be unsecured obligations of SRAC.
SRAC can issue an unlimited amount of debt securities under the indenture,
and can issue them from time to time in one or more series.
6
<PAGE> 8
If any of the following terms apply to a particular series of debt
securities that SRAC offers to sell, the supplement to this prospectus will
describe the applicable terms:
- the title
- any limit on the aggregate principal amount
- the maturity date or dates
- the issue price
- the interest rate or rates (which may be fixed or variable)
- the date from which interest will accrue
- the interest payment dates (including the first interest payment date)
- the record dates for the interest payment dates
- any optional or mandatory redemption, conversion and exchange provisions
and whether you have or SRAC has the right to use these provisions
- any subordination provisions
- any sinking fund provisions
- the amount payable upon acceleration of the maturity date, if the amount
is not the principal amount of the debt securities
- the terms of any warrants attached to the debt securities
- the currencies that you may use to purchase the debt securities and that
SRAC may use to pay principal, any premium and interest
- any index SRAC will use to determine the amount of principal, premium and
interest payments
- whether SRAC will issue the debt securities as one or more global
securities to be held for investors by a depository and, if so, the name
of the depository
- the places where the principal, any premium and interest will be payable,
if those places are not set forth in the indenture
- any other terms that are consistent with the indenture that may modify or
delete any provision of the indenture to the extent the provision applies
to such series
SRAC will pay principal, any premium and any interest at the office of the
paying agent it maintains for such purposes in the Borough of Manhattan of The
City of New York. You may transfer debt securities (other than debt securities
represented by global securities) at the same office. SRAC may also designate
other locations for payments and transfers in the city in which its principal
executive offices are located or the city in which the principal corporate trust
office of the trustee is located. Unless SRAC specifies otherwise in the
supplement to this prospectus, the locations for payment and transfer initially
will include the principal corporate trust office of the trustee in the Borough
of Manhattan of The City of New York and SRAC's principal executive offices in
Greenville, Delaware.
SRAC will pay interest on its debt securities by checks mailed to you at
your registered address, unless you make other arrangements or the debt
securities are represented by a global security. (Sections 2.5, 3.1, 3.2) If the
debt securities are represented by global securities, SRAC will provide
information about payment of principal, any premium and interest and about
transfers of beneficial interests in the global securities in the supplement to
this prospectus.
7
<PAGE> 9
If SRAC has indicated in the supplement to this prospectus that it will pay
principal, any premium and interest in a currency other than U.S. dollars and
that currency is unavailable for payment due to circumstances beyond SRAC's
control, SRAC will pay the principal, any premium and interest in U.S. dollars.
The exchange rate will be the most recent noon buying rate in New York City for
cable transfers in the unavailable currency, as certified for customs purposes
by the Federal Reserve Bank of New York. However, if the unavailable currency is
the European Currency Unit, the exchange rate will be the most recent rate
determined by the Council of European Communities. (Section 2.12)
SRAC will issue its debt securities only in fully registered form, without
coupons, in denominations of $1,000 or an integral multiple of $1,000, unless
SRAC indicates otherwise in the supplement to this prospectus. (Section 2.2)
You will not have to pay a service charge to register a transfer or
exchange of debt securities. However, SRAC may require you to pay an amount
sufficient to cover any tax or other governmental charge in connection with the
transfer or exchange. (Section 2.5)
SRAC may issue debt securities at a discounted price with provisions that
permit it to pay less than the principal amount if the holders of the debt
securities accelerate the maturity date as a result of a continuing default. If
SRAC chooses to issue these discounted debt securities, it will describe the
federal income tax consequences and other special considerations in the
supplement to this prospectus.
CERTAIN RESTRICTIONS
The indenture provides that SRAC will maintain a ratio of earnings to fixed
charges in every fiscal quarter of at least 1.10 and that it will cause Sears to
maintain ownership of all of SRAC's voting stock. SRAC determines its ratio of
earnings to fixed charges in accordance with Item 503(d) of Regulation S-K
promulgated by the Commission, as in effect on the date of the indenture. SRAC
has letter agreements with Sears pursuant to which Sears has agreed, for the
benefit of the holders of SRAC's debt securities, that
- Sears will pay SRAC amounts which, when added to SRAC's other earnings,
will be sufficient for SRAC to maintain the fixed charge coverage ratio
required by the indenture and
- Sears will maintain ownership of SRAC's voting stock as long as SRAC is
required to cause Sears to do so.
The indenture provides that SRAC will cause Sears to observe and perform in
all material respects all covenants or agreements of Sears contained in the
letter agreements and will not amend, waive, terminate or otherwise modify any
provision of the letter agreements. (Section 3.6)
DEFAULTS
If any of the following occur in connection with any series of SRAC's debt
securities, SRAC will be in default under those debt securities:
- if SRAC fails to pay the principal amount and any premium on the series
when due and payable;
- if SRAC fails for 30 days after any interest payment date to pay any
interest that has become due (unless it deposits the entire amount due
with the trustee or with a paying agent within 30 days after the due
date);
- if SRAC fails to perform any of its other covenants under the indenture
that apply to that series of debt securities and does not cure that
failure for 60 days after it receives written notice that it has failed
to perform from holders of a majority of the principal amount of the
particular series of debt securities or the trustee;
8
<PAGE> 10
- if SRAC's creditors or creditors of Sears, including holders of SRAC's
debt securities from a different series, accelerate the maturity date of
$100,000,000 or more in principal amount of SRAC debt or Sears debt, and
those creditors do not rescind or annul the acceleration within 30 days
after SRAC receives written notice from holders of a majority of the
principal amount of the particular series of debt securities or the
trustee, unless the maturity date was accelerated as a result of
compliance with applicable laws, court orders or governmental decrees;
- if SRAC takes certain actions in connection with a bankruptcy, insolvency
or reorganization; or
- if SRAC does or fails to do something that the supplement to this
prospectus identifies as an event of default.
Unless the supplement to this prospectus specifies otherwise, if SRAC
defaults on a particular series of debt securities and the default is
continuing, the holders of a majority of the principal amount of the outstanding
debt securities of that series may accelerate the maturity date of those debt
securities. To accelerate the maturity date, those holders must declare that the
principal amount of the debt securities of that series is immediately due and
payable. In certain circumstances, holders of a majority of the principal amount
of outstanding debt securities of the series may annul the acceleration of the
maturity date. (Section 6.1)
Before instituting a proceeding to enforce the indenture or to obtain a
remedy provided for by the indenture:
- holders of debt securities must notify the trustee of a default in
writing;
- holders of a majority of the principal amount of outstanding debt
securities of the particular series must request in writing that the
trustee institute the proceeding;
- holders of a majority of the principal amount of outstanding debt
securities of the particular series must offer reasonable indemnity to
the trustee if the trustee institutes the proceeding; and
- the trustee must neglect or refuse to institute the proceeding within a
reasonable time.
These requirements do not prevent a holder from enforcing the payment of
principal and interest on the debt securities held by such holder, on or after
the principal or interest due dates. (Section 6.7)
MODIFICATION OR AMENDMENT OF THE INDENTURE
SRAC may amend the indenture 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 amendment. However, SRAC may not make any amendment
without the consent of the holders of each affected debt security then
outstanding if that amendment will:
- permit SRAC to extend the time of payment of any payment on the debt
securities, or to reduce the payment, or
- reduce the percentage of holders of any series of debt securities whose
consent is required to amend the indenture. (Article XI)
DEFEASANCE
Termination of Certain Obligations
Unless SRAC provides otherwise in the supplement to this prospectus, SRAC
may terminate certain of its obligations under the indenture with respect to the
debt securities of any series by depositing with the trustee or a paying agent,
in trust, any combination of the following in an amount
9
<PAGE> 11
sufficient to pay the principal, any premium and each installment of interest on
the debt securities of such series on the dates such payments are due:
- money;
- securities backed by the full faith and credit of the United States of
America that the issuer cannot call or redeem (if the debt securities
with respect to which SRAC is terminating certain of its obligations are
denominated in U.S. dollars);
- certain depository receipts for any non-callable and non-redeemable
securities backed by the full faith and credit of the United States of
America, or for a specific payment of interest on or principal of any
such securities, issued by a bank or trust company as custodian (if the
debt securities with respect to which SRAC is terminating certain of its
obligations are denominated in U.S. dollars); or
- other securities that, when deposited in trust, alone or in combination
with other items in this list, will result in a nationally recognized
rating agency rating SRAC's debt securities in the highest generic
long-term debt rating category applicable to debt issued by an issuer
that has been released from its obligations to the same extent that SRAC
has been (if the debt securities with respect to which SRAC is
terminating certain of its obligations are denominated in a foreign
currency).
As a prerequisite to establishing the trust, in addition to certain other
requirements, SRAC must receive a ruling from the Internal Revenue Service or an
opinion of counsel who is not its employee. The ruling or opinion must state
that the holders of the debt securities with respect to which SRAC is
terminating certain of its obligations will not recognize income, gain or loss
for federal income tax purposes as a result of the deposit with the trustee and
termination of these obligations. The ruling or opinion must also state that
those holders will be subject to federal income tax on the same amount, in the
same manner and at the same times as would have been the case if SRAC had not
deposited money or securities with the trustee and terminated these obligations.
SRAC must also receive an opinion of counsel stating that, after 90 days, either
the trust deposit will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting creditors'
rights generally or that the holders' rights would be adequately protected
despite the application of such laws to the trust funds.
Notwithstanding the deposit with the trustee or paying agent and compliance
with the additional requirements described above or in the indenture, SRAC's
obligations under the indenture to do the following with respect to a series
will remain in full force and effect until SRAC has paid the debt securities of
such series in full:
- pay principal, premium (if any) and interest;
- register the transfer or exchange of the debt securities;
- replace mutilated, destroyed, lost and stolen debt securities;
- maintain paying agencies; and
- hold monies for payment in trust. (Section 13.4)
If and when the Internal Revenue Service can provide a ruling, or counsel
can provide an opinion as described above, without reliance upon the
continuation of SRAC's obligations regarding the payment of principal, premium
(if any) and interest, then SRAC may discharge the indenture--including its
payment obligations--by delivering the ruling or opinion to the trustee and
satisfying the other conditions provided for in the indenture. (Section 13.4)
Under present ruling positions of the Internal Revenue Service, SRAC cannot
obtain such a ruling or opinion.
10
<PAGE> 12
Discharge of the Indenture
SRAC may also discharge the indenture, and all of its obligations under the
indenture, with respect to a particular series of debt securities--including its
payment obligations--if:
- all securities issued under the indenture have been canceled or delivered
to the trustee to be canceled; or
- all securities issued under the indenture that have not been canceled
- have become due and payable in accordance with their terms, or
- will become due and payable in accordance with their terms within
one year, or
- will be called for redemption within one year under arrangements
that satisfy the trustee.
To discharge the indenture in these circumstances, SRAC must deposit trust funds
with the trustee in an amount sufficient to pay all principal, interest and
premiums on the outstanding securities until they mature or are redeemed. SRAC
must also deliver a certificate of one of its officers and an opinion of
counsel, each stating that SRAC has complied with all conditions precedent to
the satisfaction and discharge of the indenture. (Section 13.1)
REGARDING THE TRUSTEE
The Chase Manhattan Bank, which is a trustee under the indenture, performs
other services for SRAC.
PLAN OF DISTRIBUTION
SRAC may sell its debt securities to or through underwriters, directly to
other purchasers or through agents. SRAC anticipates offering its debt
securities directly to brokers or dealers, investment companies, insurance
companies, banks, savings and loan associations and trust companies or similar
institutions, and to trusts for which a bank, savings and loan association,
trust company or investment adviser is the trustee or is authorized to make
investment decisions.
SRAC may distribute its debt securities from time to time in one or more
transactions:
- at a fixed price or prices, which may change
- at market prices prevailing at the time of sale
- at prices related to such prevailing market prices or
- at negotiated prices.
The supplement to this prospectus will describe the method of distribution
of any particular series of debt securities.
In connection with the sale of its debt securities, SRAC, or the purchasers
of debt securities for whom the underwriters may act as agents, may compensate
the underwriters in the form of discounts, concessions or commissions.
Underwriters may sell SRAC's debt securities to or through dealers and may
compensate the dealers in the form of discounts, concessions or commissions.
Dealers may also receive commissions from the purchasers of debt securities, for
whom they may act as agents. Pursuant to the Securities Act, the Commission may
deem underwriters, dealers and agents that participate in the distribution of
debt securities to be underwriters. The Commission also may deem any discounts,
commissions or concessions and any profit on the resale of debt securities to be
underwriting discounts and commissions under the Securities Act. The supplement
to this prospectus will identify any such underwriter or agent and will describe
any such compensation.
11
<PAGE> 13
SRAC may enter into agreements to indemnify underwriters, dealers and
agents that participate in the distribution of its debt securities against
certain liabilities, including liabilities under the Securities Act.
LEGAL OPINION
Unless otherwise specified in the supplement to this prospectus, Nancy K.
Bellis, an Assistant General Counsel of Sears, will pass upon the legality of
the debt securities for SRAC.
EXPERTS
Deloitte & Touche LLP, independent auditors, have audited the annual
financial statements that are incorporated by reference in this prospectus, as
stated in their reports that are also incorporated by reference in this
prospectus. SRAC and Sears have incorporated by reference their financial
statements in reliance upon the reports of Deloitte & Touche LLP 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 in
this prospectus 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 in this
prospectus, 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 of 1933 for their
reports on the unaudited interim financial information because those reports are
not "reports" or a "part" of the registration statement prepared or certified by
an accountant within the meaning of Sections 7 and 11 of the Securities Act of
1933.
12
<PAGE> 14
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
S.E.C. Registration Fee........................... $1,475,000
*Rating Agencies' Fees............................ 900,000
*Trustee's Fees................................... 10,000
*Printing......................................... 175,000
*Legal Fees....................................... 175,000
*Auditors' Fees................................... 100,000
*Miscellaneous.................................... 15,000
----------
Total............................................. $2,850,000
==========
</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 attorneys' 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
II-1
<PAGE> 15
whether or not the corporation would have the power to indemnify him or her
against such liabilities under Section 145.
Article 11 of SRAC's Certificate of Incorporation provides for
indemnification of SRAC's officers and directors to the fullest extent permitted
by applicable law.
Certain directors of SRAC are also officers of Sears, a New York
corporation. Sections 721 through 724 of the New York Business Corporation Law
("BCL") provide that in certain circumstances a corporation may indemnify
directors and officers against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorneys' fees actually and necessarily incurred
as a result of any action or proceeding by or in the right of any other
corporation which such directors or officers served in any capacity at the
request of the corporation, if such director or officer (i) acted, in good
faith, for a purpose which he or she reasonably believed to be in or not opposed
to the best interests of the corporation 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
final adjudication adverse to the director or officer establishes that his or
her actions were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action adjudicated, or
that he or she personally 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 with total coverage of $150,000,000
(subject to a deductible) which insure directors and officers of Sears and
certain affiliates of Sears, including SRAC, against certain claims which are
not indemnifiable by Sears or those affiliates. These policies also insure
Sears, certain affiliates of Sears, including SRAC, and their respective
directors and officers against certain liabilities arising from the management
or administration of certain employee benefit plans sponsored by Sears and
certain affiliates of Sears, including SRAC.
The form of Underwriting Agreement and the form of Distribution Agreement,
which SRAC and Sears filed as Exhibits 1(a) and 1(b) to this registration
statement, respectively, and incorporated by reference, contain certain
provisions relating to indemnification.
II-2
<PAGE> 16
ITEM 16. EXHIBITS.
<TABLE>
<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 SRAC'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 January 3, 1998
(incorporated by reference to Exhibit 12 to SRAC's Annual
Report on Form 10-K for the year ended January 3, 1998, File
No. 1-4040).
12(b) 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 SRAC's
Annual Report on Form 10-K for the year ended December 28,
1996, File No. 1-4040).
12(c) 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 SRAC's
Annual Report on Form 10-K for the year ended December 30,
1995, 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,
1994 (incorporated by reference to Exhibit 12 to SRAC's
Annual Report on Form 10-K for the year ended December 31,
1994, 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,
1993 (incorporated by reference to Exhibit 12 to SRAC's
Annual Report on Form 10-K for the year ended December 31,
1993, File No. 1-4040).
12(f) Calculation of Ratio of Earnings to Fixed Charges for Sears
Roebuck Acceptance Corp. for the 26 weeks ended July 4, 1998
(incorporated by reference to Exhibit 12 to SRAC's Quarterly
Report on Form 10-Q for the quarterly period ended July 4,
1998, 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 January 3, 1998, and for the
six- and twelve-month periods ended July 4, 1998
(incorporated by reference to Exhibit 12(a) to Sears
Quarterly Report on Form 10-Q for the quarterly period ended
July 4, 1998, File No. 1-416).
</TABLE>
II-3
<PAGE> 17
<TABLE>
<S> <C>
15(a) Acknowledgment of awareness from Deloitte & Touche LLP
concerning unaudited interim financial information (Sears
Roebuck Acceptance Corp.).*
15(b) Acknowledgment 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
SRAC.*
24(b) Power of Attorney of certain officers and directors of
Sears.*
24(c) Power of Attorney of Principal Financial Officer of Sears.*
24(d) Power of Attorney of Principal Accounting Officer of Sears.*
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>
- ---------------
* Previously filed.
ITEM 17. UNDERTAKINGS.
SRAC and Sears 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.
II-4
<PAGE> 18
SRAC and Sears hereby undertake that, for purposes of determining any
liability under the Securities Act of 1933, each filing of SRAC's or Sears
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 SRAC
or Sears pursuant to the provisions described in this registration statement
above, or otherwise, SRAC or Sears 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
SRAC of expenses incurred or paid by a director, officer or controlling person
of SRAC or Sears in the successful defense of any action, suit or proceeding) is
asserted against SRAC or Sears by such director, officer or controlling person
in connection with the securities being registered, SRAC and Sears 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-5
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, SRAC and Sears
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 this
Registration Statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in Greenville, State of Delaware, and Hoffman
Estates, State of Illinois, respectively, on the 11th day of September, 1998.
SEARS ROEBUCK ACCEPTANCE CORP.
By /s/ KEITH E. TROST
------------------------------------------------------
Keith E. Trost
President
SEARS, ROEBUCK AND CO.
By /s/ ALICE M. PETERSON
------------------------------------------------------
Alice M. Peterson
Vice President and Treasurer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
KEITH E. TROST Director and President of Sears Roebuck Acceptance Corp.
- ------------------------------------------ (Principal Executive Officer)
Keith E Trost*
GEORGE F. SLOOK Director and Vice President, Finance and Assistant
- ------------------------------------------ Secretary of Sears Roebuck Acceptance Corp. (Principal
George F. Slook* Financial and Accounting Officer)
JAMES D. CONSTANTINE Director of Sears Roebuck Acceptance Corp.
- ------------------------------------------
James D. Constantine*
ALICE M. PETERSON Director of Sears Roebuck Acceptance Corp.
- ------------------------------------------
Alice M. Peterson*
LARRY R. RAYMOND Director of Sears Roebuck Acceptance Corp.
- ------------------------------------------
Larry R. Raymond*
JEFFREY N. BOYER Director of Sears Roebuck Acceptance Corp.
- ------------------------------------------
Jeffrey N. Boyer*
ARTHUR C. MARTINEZ Chairman of the Board of Directors, President and Chief
- ------------------------------------------ Executive Officer of Sears, Roebuck and Co. (Principal
Arthur C. Martinez** Executive Officer)
ALAN J. LACY President, Credit and Chief Financial Officer of Sears,
- ------------------------------------------ Roebuck and Co. (Principal Financial Officer)
Alan J. Lacy**
JEFFREY N. BOYER Vice President and Controller of Sears, Roebuck and Co.
- ------------------------------------------ (Principal Accounting Officer)
Jeffrey N. Boyer**
HALL ADAMS, JR. Director of Sears, Roebuck and Co.
- ------------------------------------------
Hall Adams, Jr.**
BRENDA C. BARNES Director of Sears, Roebuck and Co.
- ------------------------------------------
Brenda C. Barnes**
</TABLE>
<PAGE> 20
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
WARREN L. BATTS Director of Sears, Roebuck and Co.
- ------------------------------------------
Warren L. Batts**
ALSTON D. CORRELL, JR. Director of Sears, Roebuck and Co.
- ------------------------------------------
Alston D. Correll, Jr.**
MICHAEL A. MILES Director of Sears, Roebuck and Co.
- ------------------------------------------
Michael A. Miles**
RICHARD C. NOTEBAERT Director of Sears, Roebuck and Co.
- ------------------------------------------
Richard C. Notebaert**
HUGH B. PRICE Director of Sears, Roebuck and Co.
- ------------------------------------------
Hugh B. Price**
CLARENCE B. ROGERS, JR. Director of Sears, Roebuck and Co.
- ------------------------------------------
Clarence B. Rogers, Jr.**
PATRICK G. RYAN Director of Sears, Roebuck and Co.
- ------------------------------------------
Patrick G. Ryan**
DOROTHY A. TERRELL Director of Sears, Roebuck and Co.
- ------------------------------------------
Dorothy A. Terrell**
/s/ KEITH E. TROST Date: September 11, 1998
- ------------------------------------------
*By Keith E. Trost
Individually and as
Attorney-in-fact
/s/ ALICE M. PETERSON Date: September 11, 1998
- ------------------------------------------
**By Alice M. Peterson
Individually and as
Attorney-in-fact
</TABLE>
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<S> <C> <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 SRAC'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 January 3, 1998
(incorporated by reference to Exhibit 12 to SRAC's Annual
Report on Form 10-K for the year ended January 3, 1998, File
No. 1-4040).................................................
12(b) 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 SRAC's
Annual Report on Form 10-K for the year ended December
28,1996, File No. 1-4040)
12(c) 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 SRAC's
Annual Report on Form 10-K for the year ended December 30,
1995, 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,
1994 (incorporated by reference to Exhibit 12 to SRAC's
Annual Report on Form 10-K for the year ended December 31,
1994, 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,
1993 (incorporated by reference to Exhibit 12 to SRAC's
Annual Report on Form 10-K for the year ended December 31,
1993, File No. 1-4040)......................................
</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<S> <C> <C>
12(f) Calculation of Ratio of Earnings to Fixed Charges for Sears
Roebuck Acceptance Corp. for the 26 weeks ended July 4, 1998
(incorporated by reference to Exhibit 12 to SRAC's Quarterly
Report on Form 10-Q for the quarterly period ended July 4,
1998, 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 January 3, 1998, and for the
six- and twelve-month periods ended July 4, 1998
(incorporated by reference to Exhibit 12 to Sears Quarterly
Report on Form 10-Q for the quarterly period ended July 4,
1998, File No. 1-416).......................................
15(a) Acknowledgment of awareness from Deloitte & Touche LLP
concerning unaudited interim financial information (Sears
Roebuck Acceptance Corp.)*..................................
15(b) Acknowledgment 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
SRAC*.......................................................
24(b) Power of Attorney of certain officers and directors of
Sears*......................................................
24(c) Power of Attorney of Principal Financial Officer of
Sears*......................................................
24(d) Power of Attorney of Principal Accounting Officer of
Sears*......................................................
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>
- ---------------
* Previously filed.
