SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 16, 1998
SEARS ROEBUCK ACCEPTANCE CORP.
(Exact name of registrant as specified in charter)
Delaware 1-4040 51-0080535
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
3711 Kennett Pike, Greenville, Delaware 19807
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (302) 888-3112
Item 5. Other Events.
On October 16, 1998, Registrant executed a Pricing Agreement with
Morgan Stanley & Co. Incorporated as Representatives of the several
underwriters named therein, relating to $250,000,000 aggregate principal
amount of Registrant's 6.95% Notes due October 23, 2038 pursuant to an
Underwriting Agreement dated September 23, 1997 with Morgan Stanley & Co.
Incorporated relating to debt securities.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Exhibit No.
1(a) Pricing Agreement, dated October 16, 1998, among Registrant, Sears,
Roebuck and Co. and Morgan Stanley & Co. Incorporated.
1(b) Underwriting Agreement, dated September 23, 1997, among Registrant,
Sears, Roebuck and Co. and Morgan Stanley & Co. Incorporated. Incorporated
herein by reference to Registrant's Current Report on Form 8-K dated
September 18, 1997 (File No. 1-4040).
4 Form of 6.95% Note.
5 Opinion of Nancy K. Bellis dated October 23, 1998, relating to the
validity of $250,000,000 aggregate principal amount of 6.95% Notes due
October 23, 2038.
23 Consent of Nancy K. Bellis (included in Exhibit 5).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
SEARS ROEBUCK ACCEPTANCE CORP.
Date: November 12, 1998 By:/S/ George F. Slook
George F. Slook
Vice President, Finance and
Assistant Secretary
EXHIBIT INDEX
Exhibit No.
1(a) Pricing Agreement, dated October 16, 1998, among Registrant, Sears,
Roebuck and Co. and Morgan Stanley & Co. Incorporated.
1(b) Underwriting Agreement, dated September 23, 1997, among Registrant,
Sears, Roebuck and Co. and Morgan Stanley & Co. Incorporated. Incorporated
herein by reference to Registrant's Current Report on Form 8-K dated
September 18, 1997 (File No. 1-4040).
4 Form of 6.95% Note.
5 Opinion of Nancy K. Bellis dated October 23, 1998, relating to the
validity of $250,000,000 aggregate principal amount of 6.95% Notes due
October 23, 2038.
23 Consent of Nancy K. Bellis (included in Exhibit 5).
Exhibit 1(a)
PRICING AGREEMENT
MORGAN STANLEY & CO. INCORPORATED
As Representatives of the several Underwriters named
in Schedule I hereto
1585 Broadway
New York, NY 10036
October 16, 1998
Dear Sirs:
Sears Roebuck Acceptance Corp., a Delaware corporation (the "Company"),
proposes subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated September 23, 1997 (the "Underwriting
Agreement"), executed between the Company and Sears, Roebuck and Co.
("Sears"), on the one hand, and Morgan Stanley & Co. Incorporated ("Morgan"),
on the other hand, to issue and sell to the Underwriters named in Schedule I
hereto (the "Underwriters") the Securities specified in Schedule II hereto
(the "Designated Securities"). Each of the provisions of the Underwriting
Agreement is incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein (except that Section 13 of the
Underwriting Agreement is hereby amended by deleting the reference to Merrill
Lynch, Pierce, Fenner & Smith Incorporated and by replacing "Michael D.
Levin" with "Thomas Hester"); and each of the representations and warranties
set forth therein shall be deemed to have been made at and, except where
otherwise specified, as of the date of this Pricing Agreement, except that
each representation and warranty with respect to the Prospectus in Sections
2 and 3 of the Underwriting Agreement shall be deemed to be a representation
and warranty as of the date of the Underwriting Agreement in relation to the
Prospectus (as therein defined) and also a representation and warranty as of
the date of this Pricing Agreement in relation to the Prospectus as amended
or supplemented. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the Underwriting
Agreement incorporated herein by reference, the Company agrees to issue and
sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and
place and at a purchase price to the Underwriters set forth in Schedule II
hereto, the principal amount of Designated Securities set forth opposite the
name of such Underwriter in Schedule I hereto, less the principal amount of
Designated Securities covered by Delayed Delivery Contracts, if any, as may
be specified in such Schedule II. The obligations of the Underwriters
hereunder are subject to the condition that Baker & McKenzie, special tax
counsel for the Company, shall have furnished to you their written opinion,
dated the Time of Delivery for the Designated Securities, as to matters set
forth under "United Sates Tax Consideration" in the Prospectus Supplement.
SRAC hereby grants Morgan, on behalf of the Underwriters, an option to
purchase up to $25,000,000 of Designated Securities, exercisable in
increments of $5,000,000, by delivering written notice to the Company and
Sears no later than 12:00 noon, Chicago time, on October 20, 1998.
Notwithstanding anything to the contrary in Schedule II, the purchase price
to Morgan for the Designated Securities acquired upon exercise of the option
shall be 100% of the principal amount of the Designated Securities so
acquired.
If the foregoing is in accordance with your understanding, please sign and
return two counterparts hereof, and upon acceptance hereof by you on behalf
of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between the Company, Sears
and each of the Underwriters. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is pursuant to the authority set
forth in a form of Agreement among Underwriters, the form of which shall be
supplied to the Company upon request. You represent that you are authorized
on behalf of yourselves and on behalf of each of the other Underwriters named
in Schedule I hereto to enter into this Agreement.
Very truly yours,
SEARS ROEBUCK ACCEPTANCE CORP.
____________________________
By:
SEARS, ROEBUCK AND CO.
____________________________
By:
Accepted as of the date hereof:
MORGAN STANLEY & CO. INCORPORATED
As Representative of the several Underwriters
By: _______________________________
Title: _______________________________
SCHEDULE I
<TABLE>
<CAPTION>
Amount of
Designated
Securities to
Underwriter Be purchased
<C> <C>
<S>
Managers
Morgan Stanley & Co. Incorporated $37,295,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated 37,295,000
Paine Webber Incorporated 37,295,000
Prudential Securities Incorporated 37,295,000
Salomon Smith Barney Inc. 37,295,000
ABN AMRO Incorporated 1,650,000
Bear, Stearns & Co. Inc. 1,650,000
BT Alex. Brown Incorporated 1,650,000
CIBC Oppenheimer Corp. 1,650,000
Credit Suisse First Boston Corporation 1,650,000
Donaldson, Lufkin & Jenrette Securities Corporation 1,650,000
A.G. Edwards & Sons, Inc 1,650,000
First Chicago Capital Markets, Inc. 1,650,000
Goldman, Sachs & Co. 1,650,000
Lehman Brothers Inc. 1,650,000
McDonald & Company Securities, Inc. 1,650,000
NatCity Investments, Inc. 1,650,000
NationsBanc Montgomery Securities LLC 1,650,000
Roney Capital Markets, a Division of First Chicago
Capital Markets, Inc. 1,650,000
Schroder & Co. Inc. 1,650,000
SG Cowen Securities Corporation 1,650,000
Warburg Dillion Read LLC 1,650,000
Wheat First Securities, Inc. 1,650,000
Advest, Inc. 825,000
Artemis Capital Group, Inc. 825,000
Robert W. Baird & Co. Incorporated 825,000
William Blair & Company, L.L.C. 825,000
Blaylock & Partners, L.P. 825,000
J.C. Bradford & Co. 825,000
Craigie Incorporated 825,000
Crowell, Weedon & Co. 825,000
D.A. Davidson & Co. Incorporated 825,000
Dain Rauscher Wessels 825,000
Davenport & Company LLC 825,000
Equitable Securities Corporation 825,000
EVEREN Securities, Inc. 825,000
Fahnestock & Co. Inc. 825,000
Ferris, Baker Watts, Incorporated 825,000
Fidelity Capital Markets, a Division of National
Financial Services Corp. 825,000
Fifth Third/The Ohio Company 825,000
First Albany Corporation 825,000
First of Michigan Corporation 825,000
Gibraltar Securities Co. 825,000
J.J.B. Hilliard, W.L. Lyons, Inc. 825,000
Interstate/Johnson Lane Corporation 825,000
Janney Montgomery Scott Inc. 825,000
Kirkpartick, Pettis, Smith, Polian Inc. 825,000
Legg Mason Wood Walker, Incorporated 825,000
Mesirow Financial, Inc. 825,000
Morgan Keegan & Company, Inc. 825,000
Olde Discount Corporation 825,000
Ormes Capital Markets, Inc. 825,000
Piper Jaffray Inc. 825,000
Raymond James & Associates, Inc. 825,000
Redwood Securities Group, Inc. 825,000
The Robinson-Humphrey Company, LLC 825,000
Scott & Stringfellow, Inc. 825,000
Muriel Siebert & Co., Inc. 825,000
Southwest Securities, Inc. 825,000
Sterne, Agee & Leach, Inc. 825,000
Stifel, Nicolaus & Company, Incorporated 825,000
TD Securities (USA) Inc. 825,000
Tucker Anthony Incorporated 825,000
Wedbush Morgan Securities 825,000
Total $ 250,000,000
</TABLE>
SCHEDULE II
Title of Designated Securities:
6.95% Notes due October 23, 2038
Aggregate principal amount:
$250,000,000 (plus up to an additional $25,000,000 if Morgan exercises the
option granted by the Company)
Price to Public:
100.00% of the principal amount of
the Designated Securities
Purchase Price by Underwriters:
96.85% of the first $250,000,000 of the principal amount of
the Designated Securities plus 100% of the principal amount of any additional
Designated Securities with respect to which Morgan exercises its option.
Indenture:
Indenture, dated as of May 15, 1995,
between the Company and The Chase Manhattan
Bank, N.A., as Trustee
Maturity:1
Interest Rate:1
Interest Payment dates:1
Redemption Provisions: 1
Sinking Fund Provisions:
None
Time of Delivery:
9:00 A.M., Chicago time, October 23, 1998
Funds in which payment by Underwriters to Company to be made:
Same day funds
Method of Payment:
Wire transfer to The Chase Manhattan Bank, for the Account of Sears Roebuck
Acceptance
Corp., Account No. 910-2587590, ABA No. 021000021
Closing Location:
Chicago, Illinois and Delaware
Delayed Delivery:
None
(1) Incorporated by reference to attached form of security.
Counsel:
To the Company and Sears:
* Nancy K. Bellis, Assistant General Counsel-Corporate & Securities, Sears,
Roebuck and Co.
* Latham & Watkins
To the Underwriters:
* Cleary, Gottlieb, Steen & Hamilton
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.__________________
__ Million Notes $25 Principal
SEARS ROEBUCK ACCEPTANCE CORP.
6.95% Note due October 23, 2038
6.95% 6.95%
Due 2038 Due 2038
Sears Roebuck Acceptance Corp., a corporation organized and existing
under the laws of the State of Delaware (hereinafter called the "Company"),
for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of __________________ dollars ($_________________)
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 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.
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 ____________________________________
Vice President
[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
[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 $250,000,000 (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 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.
Exhibit 4
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 1 $200,000,000
CUSIP NO. 812404309
8 Million Notes $25 Principal
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 Two Hundred Million Dollars ($200,000,000) 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 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.
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 ____________________________________
Vice President
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
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 $250,000,000 (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 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.
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 2 $50,000,000
CUSIP NO. 812404309
2 Million Notes $25 Principal
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 Fifty Million Dollars ($50,000,000) 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 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.
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 ____________________________________
Vice President
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
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 $250,000,000 (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 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.
Exhibit 5
October 23, 1998
Sears Roebuck Acceptance Corp.
3711 Kennett Pike
Greenville, Delaware 19807
Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, Illinois 60179
Ladies and Gentlemen:
I am an Assistant General Counsel of Sears, Roebuck and Co. ("Sears").
I have examined (i) Registration Statement No. 333-62847 as filed with the
Securities and Exchange Commission on September 3, 1998 and as amended on
September 11, 1998 (the "Registration Statement") in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of
$5,000,000,000 aggregate principal amount of debt securities (the "Debt
Securities") of Sears Roebuck Acceptance Corp. (the "Company"), for several
offerings to be made on a continuous or delayed basis pursuant to the
provisions of Rule 415 under the Act; (ii) the final prospectus, dated
September 17, 1998 (the "Prospectus"), relating to the offering and sale of
$7,252,200,000 aggregate principal amount of Debt Securities, which is part
of the Registration Statement, and the Prospectus Supplement, dated October
16, 1998 (the "Prospectus Supplement"), relating to the offering and sale of
$250,000,000 aggregate principal amount of 6.95% Notes due October 23, 2038
(the "6.95% Notes") of the Company; (iii) the Indenture dated as of May 15,
1995 between the Company and Chase Manhattan Bank, as Trustee, governing the
Debt Securities; (iv) (a) the Underwriting Agreement dated September 23, 1997
among the Company, Sears and Morgan Stanley & Co. Incorporated and (b) the
Pricing Agreement dated October 16, 1998 among the Company, Sears and Morgan
Stanley & Co. Incorporated as Representatives of the several Underwriters
identified in Schedule I thereto, relating to the sale of the 6.95% Notes;
and (v) the form of the 6.95% Notes. I am familiar with the proceedings
heretofore taken by the Company in connection with the authorization,
registration, issuance and sale of the Notes.
I am of the opinion that each of the 6.95% Notes are legally issued and
binding obligations of the Company in accordance with their terms, subject to
insolvency, bankruptcy, reorganization, moratorium, liquidation, fraudulent
conveyance and transfer or other similar laws relating to or affecting the
enforcement of creditors' rights generally or by general equity principles,
including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing (regardless of whether such enforceability is
considered in a proceeding in equity or at law). In giving the above
opinion, I have relied, with their permission, on an opinion from Morris,
Nichols, Arsht & Tunnell addressed to me and dated October 23, 1998.
I consent to the incorporation by reference of this opinion into the
Registration Statement and to the references to me in the Prospectus and
Prospectus Supplement.
Very truly yours,
/s/Nancy K. Bellis
Nancy K. Bellis
