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):
March 13, 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 March 13, 1998, Registrant executed a Pricing Agreement with
Goldman, Sachs & Co., as Representatives of the several underwriters named
therein, relating to $1,000,000,000 aggregate principal amount of
Registrant's 6% Notes due March 20, 2003 pursuant to an Underwriting
Agreement dated June 25, 1997, with Goldman, Sachs & Co., relating to debt
securities.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
Exhibit No.
1(a) Pricing Agreement, dated March 13, 1998, among Registrant,
Sears, Roebuck and Co. and Goldman, Sachs & Co.
1(b) Underwriting Agreement, dated June 25, 1997, among Registrant, Sears,
Roebuck and Co. and Goldman, Sachs & Co. Incorporated herein by reference to
Registrant's Current Report on Form 8-K dated May 13, 1997 (File No. 1-4040).
4 Form of 6% Note.
5 Opinion of Nancy K. Bellis dated March 20, 1998, relating to
the validity of $1,000,000,000 aggregate principal amount of 6% Notes due
March 20, 2003.
23 Consent of Nancy K. Bellis (included in Exhibit 5).
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: April 1, 1998 By: /s/George F. Slook
Vice President, Finance and
Assistant Secretary
EXHIBIT INDEX
Exhibit No.
1(a) Pricing Agreement, dated March 13, 1998, among Registrant, Sears,
Roebuck and Co. and Goldman, Sachs & Co.
1(b) Underwriting Agreement, dated June 25, 1997, among Registrant, Sears,
Roebuck and Co. and Goldman, Sachs & Co. Incorporated herein by reference
Registratnt's Current Report on Form 8-K dated May 13, 1997 (File No.
1-4040).
4 Form of 6% Note.
5 Opinion of Nancy K. Bellis dated March 20, 1998, relating to
the validity of $1,000,000,000 aggregate principal amount of 6% Notes due
March 20, 2003.
23 Consent of Nancy K. Bellis (included in Exhibit 5).
PRICING AGREEMENT
GOLDMAN, SACHS & CO.
As Representatives of and on behalf of
the several Underwriters named in Schedule I hereto
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
March 13, 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 June 25, 1997 (the "Underwriting
Agreement"), executed between the Company and Sears, Roebuck and Co.
("Sears"), on the one hand, and Goldman, Sachs & Co., as representatives of
and on behalf of the several Underwriters named in Schedule I hereto, 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; 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.
If the foregoing is in accordance with your understanding, please
sign and return to us 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:
...................................................................
Goldman, Sachs & Co.
As Representatives of and on behalf of
the several Underwriters named in Schedule I hereto
SCHEDULE I
Principal Amount
of Designated
Underwriter Securities to be purchased
Goldman, Sachs & Co. $ 370,000,000
J. P. Morgan Securities Inc. 370,000,000
Bear, Stearns International Limited 65,000,000
Merrill Lynch, Pierce, Fenner
& Smith Incorporated 65,000,000
Morgan Stanley & Co. International Limited 65,000,000
Salomon Brothers Inc 65,000,000
__________________
TOTAL $1,000,000,000
SCHEDULE II
Title of Designated Securities
6% Notes due March 20, 2003
Aggregate principal amount:
$1,000,000,000
Denominations:
US$1,000 (see "Other Terms")
Price to Public:
99.342% of the principal amount of
the Designated Securities, plus accrued
interest from March 20, 1998 to the Time of
Delivery
Purchase Price by Underwriters:
98.992% of the principal amount of the
Designated Securities, plus accrued
interest from March 20, 1998 to the Time of
Delivery
Indenture:
Indenture, dated as of May 15, 1995,
between the Company and The Chase Manhattan
Bank, N.A., as Trustee
Form of Designated Securities:
Global form only
Maturity:
March 20, 2003
Interest Rate:
6%
Interest Payment dates:
March 20 and September 20
Redemption Provisions:
The Notes may be redeemed in whole but not in part at any time at
100% of their principal amount plus accrued interest in the event of certain
developments affecting United States taxation as set forth in the Prospectus as
amended or supplemented.
Sinking Fund Provisions:
None
Time of Delivery:
10:00 A.M., Chicago time, March 20, 1998
Funds in which payment by Underwriters to Company to be made:
Immediately available funds
Method of Payment:
Wire transfer to The Chase Manhattan Bank, ABA No. 021-000-021, for
the Account of Sears Roebuck Acceptance Corp., Account No. 910-2587590
Closing Location:
Chicago, Illinois
Delayed Delivery:
None
Counsel:
To the Company and Sears, Nancy K. Bellis, Assistant General
Counsel-Corporate & Securities, Sears, Roebuck and Co.
To the Underwriters, Cleary, Gottlieb, Steen & Hamilton
Other Terms:
(a) For purposes of this Pricing Agreement only, Section 7 of the
Underwriting Agreement shall be amended in the following manner. The
existing Section 7(b) shall be amended and restated in its entirety to read
as follows:
"(b) To pay or cause to be paid all expenses, preapproved
by the Company, incident to the performance of its obligations hereunder and
under any Pricing Agreement, including the cost of all qualifications of the
Securities under state securities laws (including reasonable fees of counsel
to the Underwriters in connection with such qualifications and in connection
with legal investment surveys) and the cost of printing this Agreement, any
Pricing Agreement, and any blue sky and legal investment memoranda, and to
indemnify and hold harmless the Underwriters from any documentary stamp or
similar issue tax and any related interest or penalties (except to the extent
that any such interest or penalties result from the failure of the
Underwriters to timely pay any such tax of which they had knowledge) on the
issue, sale or delivery of the Designated Securities to the Underwriters (it
being understood that except as provided in this subsection (b) and in
Section 10 hereof, the Underwriters will pay all of their own costs and
expenses, including the cost of printing any Agreement among Underwriters,
the fees of their counsel, transfer taxes on resale of any of such Designated
Securities by them and any advertising expenses connected with any offers
that they may make); and"
The following Section 7(c) shall be added:
"(c) To use its best efforts to have the Designated
Securities approved for listing on the Luxembourg Stock Exchange or such
other exchange as shall be agreed upon by you and the Company, by the Time of
Delivery or as soon as practicable thereafter."
(b) For purposes of this Pricing Agreement only, Section 8 of the
Underwriting Agreement shall be amended in the following manner. The
existing Section 8(g) shall be amended and restated in its entirety to read
as follows:
"(g) Subsequent to the date of the Pricing Agreement
relating to the Designated Securities, none of (i) the United States shall
have become engaged in the outbreak or escalation of hostilities involving
the United States or there has been a declaration by the United States of a
national emergency or a declaration of war, (ii) a banking moratorium shall
have been declared by Luxembourg or United States Federal or New York State
authorities, (iii) trading in securities generally on the Luxembourg Stock
Exchange or the New York Stock Exchange shall have been suspended or limited
or minimum prices shall have been established by such Exchange, any of which
events, in your judgment, renders it impractical or inadvisable to proceed
with the public offering or the delivery of the Designated Securities, or
(iv) there shall have been any change in national or international political,
legal, tax or regulatory conditions, any of which events, in your judgment,
causes a substantial deterioration in the price and/or value of the Notes;"
The following Section 8(j) shall be added:
"(j) Baker & McKenzie, special tax counsel for the
Company, shall have furnished to you their written opinion, dated the Time of
Delivery for such Designated Securities, in form satisfactory to you in your
reasonable judgment, as to matters set forth under 'Description of Notes -
Redemption and Purchase,' 'Description of Notes - Payment of Additional
Amounts,' and 'United States Tax Considerations' in the Prospectus as amended
or supplemented."
(c) For purposes of this Pricing Agreement only, Section 4 of the
Underwriting Agreement shall be amended in the following manner. The
following paragraph shall be added at the end of the section:
"Each Underwriter represents and agrees that it will not, at
any time that such Underwriter is acting as an "underwriter" (as defined in
Section 2(11) of the Act) with respect to any Designated Securities,
transfer, deposit or otherwise convey any such Designated Securities, into a
trust or other type of special purpose vehicle that issues securities or
other instruments backed in whole or in part by, or that represents interests
in, such Designated Securities without the prior written consent of the
Company."
(d) For purposes of this Pricing Agreement only, Section 8 of the
Underwriting Agreement shall be amended in the following manner. Clause (vi)
of subsection (c) shall be amended and restated in its entirety to read as
follows:
"(vi) The Fixed Charge Coverage and Ownership Agreement
and the Extension Agreement have been duly authorized, executed and delivered
by the parties thereto and are valid and binding instruments of the parties
thereto enforceable in accordance with their terms except as the same may be
limited by insolvency, bankruptcy, reorganization, moratorium, liquidation,
fraudulent conveyance and transfer or other similar laws relating to or
affecting the enforcement of creditors' rights generally and 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);"
FORM OF NOTE
[FORM OF FACE OF NOTE]
CUSIP No. __________
ISIN No. _____________
Common Code No. ________
Certificate No. __
$___________
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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.
SEARS ROEBUCK ACCEPTANCE CORP.
6% Note due March 20, 2003
6% 6%
Due 2003 Due 2003
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 its
registered assigns, the principal sum of $___________ Dollars upon
presentation and surrender of this Note, on the twentieth day of March, 2003,
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, the city in which the principal
corporate trust office of the Trustee is located or the City of Luxembourg,
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% per annum, in immediately available
funds, to the person in whose name the Note is registered at the close of
business on March 5 or September 5, 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 September 20, 1998, in which case from March 20, 1998),
semiannually, commencing on September 20, 1998, on March 20 and September 20,
until payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if this Note is dated after any March 5 and
before the following March 20, or after any September 5 and before the
following September 20, then this Note shall bear interest from such
following March 20 or September 20, provided, however, that if the Company
shall default in the payment of interest due on such following March 20 or
September 20, this Note shall bear interest from the next preceding March 20
or September 20 to which interest has been paid on such Note, or if no
interest has been paid on such Note, then from March 20, 1998. The interest
so payable on any March 20 or September 20 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 March 5 prior to such March 20 or the September 5 prior to
such September 20. 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.
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: ...................................................
Sears Roebuck Acceptance
Corp.
By_______________________________________
President
By_______________________________________
Vice
President, Finance
[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% Note due March 20, 2003
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% Notes
due March 20, 2003" of the Company, limited in aggregate principal amount to
$1,000,000,000 (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 its
attorney duly authorized in writing at the office or agency of the Trustee in
the Borough of Manhattan of The City of New York, 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 $1,000 and any multiple of $1,000. 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, the city
in which the principal corporate trust office of the Trustee is located or
the City of Luxembourg.
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. The Company will, subject to the exceptions and limitations set forth
below, pay such additional amounts (the "Additional Amounts") to the holder
of any Note who is a United States Alien (as defined below) as may be
necessary in order that every net payment of the principal of or interest on
such Note after deduction or withholding for or on account of any present or
future tax, assessment or governmental charge imposed by the United States
(or any political subdivision or taxing authority thereof or therein) upon,
or as a result of, such payment, will not be less than the amount provided
for in such Note to be then due and payable. However, the Company will not
be required to make any payment of Additional Amounts to any such holder for
or on account of:
(a) any such tax, assessment or other governmental
charge that would not have been so imposed but for the existence of any
present or former connection between such holder (or between a fiduciary,
settlor or beneficiary of, or a person holding a power over, such holder, if
such holder is an estate or trust, or a partner or shareholder of such
holder, if such holder is a partnership or corporation) and the United
States, including, without limitation, such holder (or such fiduciary,
settlor, beneficiary, person holding a power, partner or shareholder) being
or having been a citizen or resident thereof or being, or having been,
engaged in a trade or business or present therein or having, or having had,
a permanent establishment therein;
(b) any estate, inheritance, gift, sales, transfer or
personal property tax or any similar tax, assessment or other governmental
charge;
(c) any tax, assessment or other governmental charge
imposed by reason of such holder's past or present status as a personal
holding company, foreign personal holding company, controlled foreign
corporation, passive foreign investment company, private foundation or other
tax exempt organization, in each case with respect to the United States, or
as a corporation which accumulates earnings to avoid United States federal
income tax;
(d) any tax, assessment or other governmental charge
which is payable otherwise than by withholding from payments on or in respect
of any Note;
(e) any tax, assessment or other governmental charge
required to be withheld by any paying agent from any payment of principal of
or interest on any Note, if such payment can be made without such withholding
by any other paying agent;
(f) any tax, assessment or other governmental charge
that would not have been imposed but for the failure to comply with
certification, identification, documentation, information or other reporting
requirement concerning the nationality, residence, identity or connection
with the United States of the holder or beneficial owner of such Note, if
such compliance is required by statute or by regulation of the United States
or of any political subdivision or taxing authority thereof or therein as a
precondition to relief or exemption from such tax, assessment or other
governmental charge;
(g) any tax, assessment or other governmental charge
imposed by reason of such holder's past or present status as the actual or
constructive owner of 10% or more of the total combined voting power of all
classes of stock of the Company entitled to vote;
(h) any holder who is a fiduciary or partnership or
other than the sole beneficial owner of the Note, but only to the extent that
a beneficiary or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner of the Note would not have been entitled to
the payment of an Additional Amount had such beneficiary, settlor, member or
beneficial owner been the holder of such Note; or
(i) any combination of items (a), (b), (c), (d), (e),
(f), (g) or (h).
The term "United States" means the United States of America,
the Commonwealth of Puerto Rico and each territory and possession of the
United States of America and the area subject to its jurisdiction. The term
"United States Alien" means any person who, for United States federal income
tax purposes, is a foreign corporation, a non-resident alien individual, a
non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which, as to the United States, is
a foreign corporation, a non-resident alien individual or a non-resident
alien fiduciary of a foreign estate or trust.
Any additional amounts payable under this Paragraph and
Paragraph 10(a) are herein referred to as "Additional Amounts," and all
references herein to principal of an interest on the Notes shall include such
Additional Amounts.
10.(a) The Notes are not redeemable prior to maturity except as provided
under this Paragraph 10.
The Notes may be redeemed at the option of the Company, as a whole
but not in part, at any time prior to maturity, upon the giving of a notice
of redemption as described below, at a redemption price equal to 100% of the
principal amount of the Notes together with accrued interest to the date
fixed for redemption (the "Redemption Amount") if the Company determines
that, as a result of (A) any change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of the United States or of any
political subdivision or taxing authority thereof or therein, or any change
in the application, official interpretation or enforcement of such laws,
regulations or rulings, including a decision rendered by a court of competent
jurisdiction in the United States or any political subdivision thereof,
whether or not such decision was rendered with respect to the Company; or (B)
any action taken by a taxing authority which action is generally applied or
is taken with respect to the Company, which change, amendment, action,
decision or memorandum is promulgated on or after March 20, 1998, there is a
substantial probability that the Company has or will become obligated to pay
Additional Amounts with respect to the Notes in accordance with Paragraph 9
hereof, and the Company cannot avoid such obligation by taking reasonable
measures available to it. Prior to the publication of any notice of
redemption of the Notes pursuant to the foregoing, the Company shall deliver
to the Trustee an opinion of legal counsel to the Company stating that the
Company is entitled to effect such redemption and a certificate setting forth
facts showing that the conditions precedent to the right of the Company to so
redeem have occurred.
Notice of redemption will be given by the Company not less
than 30 nor more than 60 days prior to the date fixed for redemption, which
date and the redemption price will be specified in the notice. Each notice
shall be given in the manner described in Paragraph 10(b).
(b) (i) Any redemption notice given under Paragraph
10(a) above shall state the date fixed for redemption and the Redemption
Amount. On the redemption date, the Company shall be bound to redeem the
Notes to which such notice relates at their Redemption Amount upon
presentment thereof. Notices to holders shall be mailed by the Trustee,
first class postage prepaid, at their last addresses as they appear in the
Security Register. If applicable, notice of intention to redeem the Notes
also shall be given in the manner described in sub-paragraph (ii) below.
Such notice by publication shall be published at least once a week for two
successive weeks prior to the date fixed for redemption, the first such
publication to be not less than 30 days nor more than 60 days prior to the
date fixed for redemption.
(ii) So long as the Notes are listed on the
Luxembourg Stock Exchange and such Exchange shall so require, notices to
holders of the Notes will be given in a daily newspaper of general
circulation in Luxembourg. If publication in Luxembourg is not practical,
such publication shall be made elsewhere in Europe. The term "daily
newspaper" shall mean a newspaper customarily published on each Business Day
in morning editions, whether or not it shall be published in Saturday, Sunday
or holiday editions. Such publication is expected to be made in the
Luxembourg Wort. Such notices will be deemed to have been given on the date
of such publication. If by reason of the temporary or permanent suspension
of publication of any newspaper or by reason of any other cause, it shall be
impossible to make publication of such notice in a daily newspaper as herein
provided, then such publication or other notice in lieu thereof, as shall be
made by the Trustee, shall constitute sufficient publication of such notice,
if such publication or other notice shall, so far as may be possible,
approximate the terms and conditions of the publication in lieu of which it
is given. The Trustee shall promptly furnish to the Company and each other
paying agency a copy of each such notice so published.
11. 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.
12. Notwithstanding anything to the contrary in the Indenture, the term
"Business Day" shall mean, for all purposes with respect to the Notes, each
Monday, Tuesday, Wednesday, Thursday and Friday that is not a legal holiday
for banking institutions in any of the City of Wilmington, Delaware, the City
of Chicago, the City of New York, the City of Luxembourg, or the city in
which the principal corporate trust office of the Trustee is located.
March 20, 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. 333-30879 as filed with the
Securities and Exchange Commission on July 8, 1997 (the "Registration
Statement") in connection with the registration under the Securities Act of
1933, as amended (the "Act") of $4,500,000,000 aggregate principal amount of
debt securities (the "Debt Securities") 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 March 13, 1998 (the "Prospectus"), relating to the offering
and sale of $3,547,200,000 aggregate principal amount of Debt Securities,
which is part of the Registration Statement and the Prospectus Supplement,
dated March 13, 1998 (the "Prospectus Supplement"), relating to the offering
and sale of $1,000,000,000 aggregate principal amount of 6% Notes due March
20, 2003 (the "6% 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 June 25, 1997
among the Company, Sears and Goldman, Sachs & Co. and (b) the Pricing
Agreement dated March 13, 1998 among the Company, Sears and Goldman, Sachs,
& Co., as Representatives of the several Underwriters identified in Schedule
I thereto, relating to the sale of the 6% Notes; and (v) the form of the 6%
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% 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 March 20, 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
