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):
January 8, 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
<PAGE>
Item 5. Other Events.
On January 8, 1998, Registrant executed a Pricing
Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
Representative of the several underwriters named therein, relating to
$200,000,000 aggregate principal amount of Registrant's 6.75% Notes due
January 15, 2028 pursuant to an Underwriting Agreement dated June 25, 1997,
with Goldman, Sachs & Co. Incorporated, relating to debt securities.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
Exhibit No.
1(a) Pricing Agreement, dated January 8, 1998, among Registrant
Sears and Goldman, Sachs & Co.
1(b) Underwriting Agreement, dated June 25, 1997, among Registrant,
Sears 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(a) Form of 6.75% Note.
5 Opinion of Nancy K. Bellis dated January 28, 1998,
relating to the validity of $200,000,000 aggregate
principal amount of 6.75% Notes due January 15, 2028.
23 Consent of Nancy K. Bellis (included in Exhibit 5).
<PAGE>
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: February 12, 1998 By:/S/ George F. Slook
George F. Slook
Vice President, Finance and
Assistant Secretary
<PAGE>
EXHIBIT INDEX
Exhibit No.
1(a) Pricing Agreement, dated January 8, 1998, among Registrant
Sears and Goldman, Sachs & Co.
1(b) Underwriting Agreement, dated June 25, 1997, among Registrant,
Sears 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(a) Form of 6.75% Note.
5 Opinion of Nancy K. Bellis dated Janaury 28, 1998,
relating to the validity of $200,000,000 aggregate
principal amount of 6.75% Notes due Janaury 15, 2028.
23 Consent of Nancy K. Bellis (included in Exhibit 5).
FORM OF NOTE
[FORM OF FACE OF NOTE]
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") 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 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.
Number $.............
CUSIP
NO.__________________
SEARS ROEBUCK ACCEPTANCE CORP.
6.75% Note due January 15, 2028
6.75% 6.75%
Due 2028 Due 2028
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
, or registered assigns, the principal sum of
Dollars upon presentation and surrender of this Note, on the fifteenth
day of January, 2028, 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 6.75% 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 15 or July 15, 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 July 15, 1998, in which case from January 13, 1998),
semiannually, commencing on July 15, 1998, on January 15 and July 15, until
payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if this Note is dated after any January 1
and before the following January 15, or after any July 1 and before the
following July 15, then this Note shall bear interest from such following
January 15 or July 15, provided, however, that if the Company shall default
in the payment of interest due on such following January 15 or July 15,
this Note shall bear interest from the next preceding January 15 or July 15
to which interest has been paid on such Notes, or if no interest has been
paid on such Notes, then from January 13, 1998. The interest so payable on
any January 15 or July 15 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
1 prior to such January 15 or the July 1 prior to such July 15. 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.
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 payment shall
accrue for the period from and after the Interest Payment Date or the
Maturity Date. Interest on the Notes will 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: ........................................
Sears Roebuck Acceptance Corp.
By ___________________________________
President
By ____________________________________
Secretary
[Corporate Seal]
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Securities of the series designated and referred
to in the within-mentioned Indenture.
The Chase Manhattan Bank
as Trustee
By:___________________________________
Authorized Officer
[FORM OF REVERSE SIDE OF NOTE]
SEARS ROEBUCK ACCEPTANCE CORP.
6.75% Note due January 15, 2028
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
"6.75% Notes due January 15, 2028" of the Company, limited in aggregate
principal amount to $200,000,000 (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. The Notes will be redeemable, in whole or in part, at the option
of the Company at any time upon not less than 30 nor more than 60 days'
notice, at a redemption price equal to the greater of (i) 100% of the
principal amount of such Notes or (ii) as determined by an Independent
Investment Banker (as defined herein), the sum of the present values of the
remaining scheduled payments of principal and interest thereon (not
including any portion of such payments of interest accrued as of the date
of redemption) discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate, plus, in each case, accrued interest thereon to the
date of redemption. Unless the Company defaults in payment of the
redemption price, on and after the redemption date, interest will cease to
accrue on the Notes or portions thereof called for redemption.
"Adjusted Treasury Rate" means, with respect to any redemption
date, the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date,
plus 0.25%.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Notes.
"Comparable Treasury Price" means, with respect to any redemption
date (A) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations (if any), or (B) if the Trustee obtains fewer
than three such Reference Treasury Quotations, the average of all such
Quotations.
"Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Company.
"Reference Treasury Dealer" means each of Goldman, Sachs & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities
Inc., Morgan Stanley & Co. Incorporated, Salomon Brothers Inc and their
respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York
City (A "Primary Treasury Dealer"), the Company shall substitute therefor
another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) quoted
in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
(New York City time) on the third Business Day preceding such redemption
date.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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 or the city in which the principal
corporate trust office of the Trustee is located.
9. 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.
10. 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.
PRICING AGREEMENT
Goldman, Sachs & Co.
As Representatives of the several Underwriters named
in Schedule I hereto
85 Broad Street
New York, New York 10004
January 8, 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., 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 two counterparts hereof.
Very truly yours,
SEARS ROEBUCK ACCEPTANCE CORP.
By: /S/Keith E. Trost
SEARS, ROEBUCK AND CO.
By:/S/ Larry R. Raymond
Accepted as of the date hereof:
As Representatives of the several Underwriters
By: /S/Goldman, Sachs & Co.
(Goldman, Sachs & Co.)
SCHEDULE I
Underwriter Principal
Amount of
Designated
Securities to
be purchased
Goldman, Sachs & Co. $40,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated 40,000,000
Morgan Stanley & Co. Incorporated 40,000,000
J.P. Morgan Securities Inc. 40,000,000
Salomon Brothers Inc 40,000,000
------------
Total $200,000,000
SCHEDULE II
Title of Designated Securities:
6.75% Notes due January 15, 2028
Aggregate principal amount:
$200,000,000
Price to Public:
99.477% of the principal amount of
the Designated Securities, plus accrued
interest from January 13, 1998 to the Time of
Delivery
Purchase Price by Underwriters:
98.602% of the principal amount of the
Designated Securities, plus accrued
interest from January 13, 1998 to the Time of
Delivery
Indenture:
Indenture, dated as of May 15, 1995,
between the Company and The Chase Manhattan
Bank, 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, January 13, 1998
1 Incorporated by reference to attached form of security.
Funds in which payment by Underwriters to Company to be made:
Same day funds
Method of Payment:
Wire transfer to The Chase Manhattan Bank, ABA No. 021-0000-21,
for the Account of Sears Roebuck Acceptance Corp., Account No. 910-2587590
Closing Location:
Chicago, Illinois and Delaware
Delayed Delivery:
None
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, A NEW YORK CORPORATION ("DTC") 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 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.
Number $.............
CUSIP
NO.__________________
SEARS ROEBUCK ACCEPTANCE CORP.
6.75% Note due January 15, 2028
6.75% 6.75%
Due 2028 Due 2028
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
, or registered assigns, the principal sum of
Dollars upon presentation and surrender of this Note, on the fifteenth
day of January, 2028, 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 6.75% 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 15 or July 15, 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 July 15, 1998, in which case from January 13, 1998),
semiannually, commencing on July 15, 1998, on January 15 and July 15, until
payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if this Note is dated after any January 1
and before the following January 15, or after any July 1 and before the
following July 15, then this Note shall bear interest from such following
January 15 or July 15, provided, however, that if the Company shall default
in the payment of interest due on such following January 15 or July 15,
this Note shall bear interest from the next preceding January 15 or July 15
to which interest has been paid on such Notes, or if no interest has been
paid on such Notes, then from January 13, 1998. The interest so payable on
any January 15 or July 15 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
1 prior to such January 15 or the July 1 prior to such July 15. 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.
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 payment shall
accrue for the period from and after the Interest Payment Date or the
Maturity Date. Interest on the Notes will 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: ........................................
Sears Roebuck Acceptance Corp.
By ___________________________________
President
By ____________________________________
Secretary
[Corporate Seal]
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Securities of the series designated and referred
to in the within-mentioned Indenture.
The Chase Manhattan Bank
as Trustee
By:___________________________________
Authorized Officer
[FORM OF REVERSE SIDE OF NOTE]
SEARS ROEBUCK ACCEPTANCE CORP.
6.75% Note due January 15, 2028
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
"6.75% Notes due January 15, 2028" of the Company, limited in aggregate
principal amount to $200,000,000 (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. The Notes will be redeemable, in whole or in part, at the option
of the Company at any time upon not less than 30 nor more than 60 days'
notice, at a redemption price equal to the greater of (i) 100% of the
principal amount of such Notes or (ii) as determined by an Independent
Investment Banker (as defined herein), the sum of the present values of the
remaining scheduled payments of principal and interest thereon (not
including any portion of such payments of interest accrued as of the date
of redemption) discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate, plus, in each case, accrued interest thereon to the
date of redemption. Unless the Company defaults in payment of the
redemption price, on and after the redemption date, interest will cease to
accrue on the Notes or portions thereof called for redemption.
"Adjusted Treasury Rate" means, with respect to any redemption
date, the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date,
plus 0.25%.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Notes.
"Comparable Treasury Price" means, with respect to any redemption
date (A) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations (if any), or (B) if the Trustee obtains fewer
than three such Reference Treasury Quotations, the average of all such
Quotations.
"Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Company.
"Reference Treasury Dealer" means each of Goldman, Sachs & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities
Inc., Morgan Stanley & Co. Incorporated, Salomon Brothers Inc and their
respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York
City (A "Primary Treasury Dealer"), the Company shall substitute therefor
another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) quoted
in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
(New York City time) on the third Business Day preceding such redemption
date.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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 or the city in which the principal
corporate trust office of the Trustee is located.
9. 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.
10. 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.
February 12, 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 thereto
(the "Registration Statement") in connection with the registration under
the Securities Act of 1933, as amended (the "Act") of $4,500,000,000
aggregate initial offering price of 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 January 8, 1998, relating to the
offering and sale of up to $4,195,250,000 of the aforesaid
debt securities, which are part of the Registration Statement (the
"Prospectus"), and the Prospectus Supplement, dated January 8, 1998, (the
"Prospectus Supplement") relating to the offering and sale of $200,000,000
aggregate principal amount of 6.75% Notes due January 15, 2028 (the "6.75%
Notes") of the Company; (iii) the Indenture dated as of May 15, 1995
between the Company and Chase Manhattan Bank, as Trustee, relating to the
aforesaid debt securities; (iv) (a) the Underwriting Agreement dated June
25, 1997 among the Company, Sears, Roebuck and Co. ("Sears") and Goldman,
Sachs & Co., as Representatives of the several Underwriters and (f) the
Pricing Agreement dated January 8, 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 6.75% Notes;
and (v) the form of the 6.75% 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 6.75% 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
January 13, 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
