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United States
Securities and Exchange Commission
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SEARS ROEBUCK ACCEPTANCE CORP.
(Exact name of registrant as specified in its charter)
Delaware 51-0080535
(State of organization) (I.R.S. Employer
Identification No.)
3711 Kennett Pike, Greenville, Delaware 19807
(address of principal executive offices) (zip code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-62847.
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
- ------------------- -------------------
6.95% Notes due October 23, 2038 New York Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT:
None
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Item 1. Description of Registrant's Securities to be Registered
Item 1 incorporates by reference the "Description of Debt
Securities" on pages 6 to 11 of the Prospectus dated September
17, 1998 (filed pursuant to Rule 424(b) as part of
Registration Statement No. 333-62847) and the "Description of
Notes" on pages S-4 to S-5 of the Prospectus Supplement dated
October 16, 1998 (filed pursuant to Rule 424(b) as part of
Registration Statement No. 333-62847).
Item 2. Exhibits
4.1 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).
4.2 Form of Registrant's 6.95% Notes due October 23, 2038.
Page 2
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Signature
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Sears Roebuck Acceptance Corp.
(Registrant)
Dated: October 22,1998 By: /s/George F. Slook
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George F. Slook
Vice President, Finance
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EXHIBIT INDEX
Exhibit No. Page
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4.1 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).
4.2 Form of Registrant's 6.95% Notes due October
23, 2038.
Page 4
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EXHIBIT 4.2
FORM OF NOTE
[FORM OF FACE OF NOTE]
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
Number _________________________ $ ___________________
CUSIP NO.__________________
SEARS ROEBUCK ACCEPTANCE CORP.
6.95% Note due October 23, 2038
6.95% 6.95%
Due 2038 Due 2038
Sears Roebuck Acceptance Corp., a corporation organized and existing under
the laws of the State of Delaware (hereinafter called the "Company"), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of __________________ dollars ($_________________) upon
presentation and surrender of this Note, on the twenty-third day of October,
2038, at the office or agency of the Company in the Borough of Manhattan of The
City of New York or, at the option of the holder hereof, such office or agency,
if any, maintained by the Company in the city in which the principal executive
offices of the Company are located or the city in which the principal corporate
trust office of the Trustee is located, in such coin or currency of the United
States of America as at the time of payment is legal tender for public and
private debts, and to pay interest on said principal sum at the rate of 6.95%
per annum, either, at the option of the Company, by check mailed to the address
of the person entitled thereto as such address shall appear on the Security
Register or at either of such offices or agencies, in like coin or currency,
from the January 23, April 23, July 23 or October 23, as the case may be, next
preceding the date hereof to which interest has been paid on the Notes referred
to on the reverse hereof (unless the date hereof is the date to which interest
has been paid on such Notes, in which case from the date hereof, or unless the
date hereof is prior to January 23, 1999, in which case from October 23, 1998),
quarterly, commencing on January 23, 1999, on January 23, April 23, July 23 and
October 23, until payment of said principal sum has been made or duly provided
for. Notwithstanding the foregoing, if this Note is dated after any January 8
and before the following January 23, or after any April 8 and before the
following April 23, or after any July 8 and before the following July 23, or
after any October 8 and before the following October 23, then this Note shall
bear interest from such following January 23, April 23, July 23 or October 23,
as applicable, provided, however, that if the Company shall default in the
payment of interest due on such following January 23, April 23, July 23 or
October 23, this Note shall bear interest from the next preceding January 23,
April 23, July 23 or October 23 to which interest has been paid on such Note, or
if no interest has been paid on such Note, then from October 23, 1998. The
interest so payable on any January 23, April 23, July 23 or October 23, will,
subject to certain exceptions provided in the Indenture referred to on the
reverse hereof, be paid to the person in whose name this Note is registered at
the close
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of business on the January 8 prior to such January 23, the April 8 prior to such
April 23, the July 8 prior to such July 23, or the October 8 prior to such
October 23. Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the registered holder on such Interest Payment
Date, and may be paid to the Person in whose name this Note is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice of which shall be given to
Noteholders not less than 10 days prior to such Special Record Date, or may be
paid, at any time in any other lawful manner, all as more fully provided in such
Indenture.
This Note is subject to redemption, at the option of the Company, on each
October 23, January 23, April 23 and July 23, commencing on October 23, 2003, as
a whole or from time to time in part, upon not less than 30 nor more than 60
days' notice, at a redemption price equal to 100% of the principal amount
redeemed plus accrued and unpaid interest to the date fixed for redemption. In
addition, this Note is subject to redemption, at the option of the Company, in
whole but not in part, at any time upon not less than 30 nor more than 60 days'
notice, at a redemption price equal to 100% of the principal amount redeemed
plus accrued and unpaid interest to the date fixed for redemption, if there is a
substantial likelihood that the Company will not be entitled to deduct currently
for United States federal income tax purposes the full amount of interest
accrued in respect of the Note as a result of any of the following occurring,
becoming effective or being issued after October 22, 1998:
(i) any actual or proposed change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of the United States, or any
change in the application, official interpretation or enforcement of such laws,
regulations or rulings;
(ii) any action taken by a taxing authority which action is generally
applied or is taken with respect to the Company;
(iii) a decision rendered by a court of competent jurisdiction in the
United States, whether or not such decision was rendered with respect to the
Company; or
(iv) a technical advice memorandum or letter ruling or other
administrative pronouncement issued by the National Office of the United States
Internal Revenue Service, on substantially the same facts as those pertaining to
the Company.
If any Interest Payment Date or the Maturity Date falls on a day that is
not a Business Day, the interest or principal payment shall be made on the next
day that is a Business Day, and no interest on such payments shall accrue for
the period from and after the Interest Payment Date or the Maturity Date.
Interest on the Note well be computed on the basis of a 360-day year of twelve
30-day months.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, and such further provisions shall for all purposes have
the same effect as though fully set forth at this place.
This Note shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof or any indenture supplemental thereto, or
become valid or obligatory for any purpose, until the certificate of
authentication hereon shall have been signed by or on behalf of the Trustee
under such Indenture.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: October 23, 1998
Sears Roebuck Acceptance Corp.
By ___________________________________
President
By ____________________________________
Secretary
[Corporate Seal]
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Securities of the series designated and referred to in
the within-mentioned Indenture.
The Chase Manhattan Bank
as Trustee
By:___________________________________
Authorized Officer
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[FORM OF REVERSE SIDE OF NOTE]
SEARS ROEBUCK ACCEPTANCE CORP.
6.95% Note due October 23, 2038
1. This Note is one of a duly authorized issue of debentures, notes, bonds
or other evidences of indebtedness of the Company (hereinafter called the
"Securities") of the series hereinafter specified, unlimited in aggregate
principal amount, all issued or to be issued under or pursuant to an indenture
dated as of May 15, 1995, executed between the Company and THE CHASE MANHATTAN
BANK, as Trustee, to which indenture and all indentures supplemental thereto
(herein collectively called the "Indenture") reference is hereby made for a
specification of the rights and limitation of rights thereunder of the Holders
of the Securities, the rights and obligations thereunder of the Company and the
rights, duties and immunities thereunder of the Trustee. The Securities may be
issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest
(if any) at different rates, may be subject to different redemption provisions
(if any), may be subject to different sinking, purchase or analogous funds (if
any), may be subject to different covenants and Events of Default and may
otherwise vary as in the Indenture provided. This Note is one of a series
designated as the "6.95% Notes due October 23, 2038" of the Company, limited in
aggregate principal amount to $275,000,000 (hereinafter referred to as the
"Notes"). All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
2. In case a default, as defined in the Indenture, shall occur and be
continuing with respect to the Notes, the principal amount of all Notes then
outstanding under the Indenture may be declared or may become due and payable
upon the conditions and in the manner and with the effect provided in the
Indenture. The Indenture provides that such declaration may in certain events be
annulled by the Holders of a majority in principal amount of the Notes
outstanding.
3. To the extent permitted by, and as provided in, the Indenture,
indentures supplemental thereto may be entered into with the consent of the
Company and with the consent of the Holders of not less than a majority in
principal amount of the outstanding Securities (as defined in the Indenture) of
each series to be affected; provided, however, that no such supplemental
indenture shall (i) change the Stated Maturity of the principal of (and premium,
if any, on), or the interest on, any Security, or reduce the principal amount of
(and premium, if any, on), or the rate of interest on any Security, or change
the Currency in which the principal of (and premium, if any) or interest on such
Securities is denominated or payable, or reduce the amount of the principal of
an Original Issue Discount Security that would be payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 6.1 of the Indenture
without the consent of the Holder of each outstanding Security so affected, or
(ii) reduce the aforesaid percentage of Securities of any series the Holders of
which are required to consent to any such supplemental indenture, without the
consent of the Holders of each outstanding Security affected thereby.
4. The Indenture also provides that the Holders of a majority in principal
amount of the Securities of any series then outstanding may waive any past
default under the Indenture and its consequences, except a default in the
payment of the principal of or interest or premium, if any, on any of the
Securities.
5. No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the place, at the respective times, at the rate, and in the Currency, herein
prescribed.
6. This Note is transferable by the registered Holder hereof or by his
attorney duly authorized in writing at the office or agency of the Company in
the Borough of Manhattan of The City of New York or, at the option of the Holder
hereof, such office or agency, if any, maintained by the Company in the city in
which the principal executive offices of the Company are located or the city in
which the principal
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corporate trust office of the Trustee is located, without charge except for any
tax or other governmental charge imposed in relation thereto, but only in the
manner and subject to the limitations provided in the Indenture and upon
surrender of this Note. Upon any such transfer a Note or Notes of authorized
denominations for a like aggregate principal amount and bearing a number not
contemporaneously outstanding will be issued in exchange herefor.
7. The Notes are issuable only as registered Notes without coupons, in
denominations of $25 and any multiple of $25. In the manner and subject to the
limitations provided in the Indenture, Notes are exchangeable, without charge
except for any tax or other governmental charge imposed in relation thereto, for
other Notes of authorized denominations for a like aggregate principal amount,
at the office or agency of the Company in the Borough of Manhattan of The City
of New York or, at the option of the Holder hereof, such office or agency, if
any, maintained by the Company in the city in which the principal executive
offices of the Company are located or the city in which the principal corporate
trust office of the Trustee is located.
8. The Company, the Trustee, any Authenticating Agent, any paying agent
and any Security registrar may deem and treat the registered Holder hereof as
the absolute owner hereof (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon by anyone
other than the Company or any Security registrar) for the purpose of receiving
payment of or on account of the principal hereof and interest hereon and for all
other purposes, and neither the Company, the Trustee, an Authenticating Agent, a
paying agent nor Security registrar shall be affected by any notice to the
contrary. All such payments shall be valid and effectual to satisfy and
discharge the liability upon this Note to the extent of the sum or sums so paid.
9. No recourse shall be had for the payment of the principal of or the
interest on this Note or for any claim based hereon or otherwise in any manner
in respect hereof, or in respect of the Indenture, against any incorporator,
shareholder, officer or director, past, present or future, of the Company or of
any predecessor or successor corporation, whether by virtue of any
constitutional provision or statute or rule of law, or by the enforcement of any
assessment or penalty or in any other manner, all such liability being expressly
waived and released by the acceptance hereof and as part of the consideration
for the issue hereof. In the event of any sale or transfer of its assets and
liabilities substantially as an entirety to a successor corporation, the
predecessor corporation may be dissolved and liquidated as more fully set forth
in the Indenture.
