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):
April 29, 1999
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 April 29, 1999, Registrant executed (i) an
Underwriting Agreement with J.P. Morgan Securities
Inc. relating to debt securities and (ii) a Pricing
Agreement with J.P. Morgan Securities Inc. as
Representatives of the several underwriters named
therein, relating to $750,000,000 aggregate principal
amount of Registrants 6.25% Notes due May 1, 2009. A
copy of the Underwriting Agreement is attached as
Exhibit 1(b), and a copy of the Pricing Agreement is
attached as Exhibit 1(b).
In connection with the issuance of the Notes: (i)
Steven M. Cook, Vice President, Law, of Sears, Roebuck
and Co. has delivered an opinion to Registrant, dated
May 5, 1999, regarding the validity of the Notes, upon
issuance and sale thereof on May 6, 1999; and (ii)
Baker & McKenzie, counsel to Registrant and Sears, has
delivered an opinion to Registrant and Sears, dated
May 5, 1999, as to certain federal tax matters
concerning the Notes. A copy of the opinion as to
legality is attached as Exhibit 5, and a copy of the
opinion as to certain tax matters is attached as
Exhibit 8.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
Exhibit No. Description
1(a) Pricing Agreement, dated April 29, 1999, among
Registrant, Sears Roebuck and Co. and J.P.
Morgan Securities Inc.
1(b) Underwriting Agreement, dated April 29, 1999,
among Registrant, Sears Roebuck and Co. and
J.P. Morgan Securities Inc.
4 Form of 6.25% Note.
5 Opinion of Steven M. Cook dated May 5, 1999,
relating to the validity of $750,000,000
aggregate principal amount of 6.25% Notes
due May 1, 2009.
8 Opinion of Baker & McKenzie as to certain
federal tax matters concerning the
Registrants 6.25% Notes due May 1, 2009.
23-1 Consent of Steven M. Cook, Vice President,
Law, of Sears, Roebuck and Co. (included in
Exhibit 5).
23-2 Consent of Baker & McKenzie (included in
Exhibit 8)
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 authorized.
SEARS ROEBUCK ACCEPTANCE CORP.
Date: May 5, 1999
By: /s/ Keith Trost
Keith Trost
President
EXHIBIT 1(a)
PRICING AGREEMENT
J.P. MORGAN SECURITIES INC.
As Representatives of and on behalf of
the several Underwriters named in Schedule I hereto
60 Wall Street, Third Floor
New York, New York 10260
April 29, 1999
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 April 29,1999 (the
"Underwriting Agreement"), executed between the
Company and Sears, Roebuck and Co. ("Sears"), on the
one hand, and J.P. Morgan Securities Inc. 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: /s/Keith Trost
Keith Trost
SEARS, ROEBUCK AND CO.
By: /S/Larry Raymond
Larry Raymond
Accepted as of the date hereof:
By: /s/Melissa Marek Babb
J.P. Morgan Securities Inc.
As Representatives of and on behalf of
the several Underwriters named in Schedule I hereto
SCHEDULE I
<TABLE>
<CAPTION>
<C> <C>
<S>
Underwriter Principal amount of
Designated Securities to
be purchased
Goldman, Sachs & Co. $ 300,000,000
J.P. Morgan Securities Inc. $ 300,000,000
Bear, Stearns & Co. Inc. $ 25,000,000
Chase Securities, Inc. $ 25,000,000
Credit Suisse First
Boston Corporation $ 25,000,000
Merrill Lynch, Pierce,
Fenner & Smith Incorporated 25,000,000
Morgan Stanley & Co.
Incorporated $ 25,000,000
Salomon Smith Barney Inc.
$ 25,000,000
TOTAL $ 750,000,000
</TABLE>
SCHEDULE II
Title of Designated Securities:
6.25% Notes due May 1, 2009
Aggregate principal amount:
$ 750,000,000
Denominations:
US$1,000 (see "Other Terms")
Price to Public:
98.871% of the principal amount of
the Designated Securities
Purchase Price by Underwriters:
98.421% of the principal amount of the
Designated Securities
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:
May 1, 2009
Interest Rate:
6.25%
Interest Payment dates:
May 1 and November 1
Redemption Provisions:
Incorporated by reference to the attached
Form of Note
Sinking Fund Provisions:
None
Time of Delivery:
9:00 A.M., Chicago time, May 6, 1999
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:
- Steven M. Cook, Vice President-Law, Sears,
Roebuck and Co.
- Latham & Watkins
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 hich
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 for Tax
Reasons, Description of Notes - Tax Gross Up and
United States Tax Considerations in the Prospectus
as amended or supplemented."
FORM OF NOTE
[FORM OF FACE OF NOTE]
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
Number_____ $___________
CUSIP NO.___________
SEARS ROEBUCK ACCEPTANCE CORP.
Note due May 1, 2009
6.25% 6.25%
Due 2009 Due 2009
Sears Roebuck Acceptance Corp., a corporation
organized and existing under the laws of the State of
Delaware (hereinafter called the "Company"), for value
received, hereby promises to pay to CEDE & Co., or
registered assigns, the principal sum of
_____________________ Dollars ($__________) upon
presentation and surrender of this Note, on the first
day of May, 2009, 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 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 6.25% 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 May 1
or November 1, 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 November
1, 1999, in which case from May 6, 1999), semi-
annually, commencing on November 1, 1999, on November
1 and May 1, until payment of said principal sum has
been made or duly provided for. Notwithstanding the
foregoing, if this Note is dated after any April 16
and before the following May 1, or after any October
17 and before the following November 1, then this Note
shall bear interest from such following May 1 or
November 1, as applicable, provided, however, that if
the Company shall default in the payment of interest
due on such following May 1 or November 1, this Note
shall bear interest from the next preceding May 1or
November 1 to which interest has been paid on such
Note, or if no interest has been paid on such Note,
then from May 6, 1999. The interest so payable on any
May 1 or November 1, 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 April 16 prior to such May 1 or the October 17
prior to such November 1. 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 payments shall accrue for the period from and
after the Interest Payment Date or the Maturity Date.
Interest on the Note 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: May 6, 1999
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.
6.25% Note due May 1, 2009
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 "6.25% Notes due May 1, 2009" of the Company
(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 $1,000 and
any integral 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 or in 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 a 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.
10. The Company will, subject to the
exceptions and limitations set forth below, pay such
additional amounts (the "Additional Amounts") to any
holder of a 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 State (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 imposed because of 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,
present in the United States for 183 days or more in a
taxable year 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 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 that a paying agent must withhold
from any payment of principal of or interest on any
Note, if another paying agent can make such payment
without withholding;
(f) any tax, assessment or other
governmental charge imposed because of the failure to
comply with certification, identification,
documentation, information or other reporting
requirement concerning the nationality, residence,
identity or connection with the United State 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 because such holder (or a
partnership of which such holder is a member) is or
was 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 tax, assessment or other
governmental charge imposed on 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 11(a) are herein
referred to as "Additional Amounts," and all
references herein to principal of and interest on the
Notes shall include such Additional Amounts.
11. (a) The Notes are not redeemable prior to
maturity except as provided under this Paragraph 11.
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 May 6, 1999, 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 10 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 11(b).
(b) (i) Any redemption notice given under
Paragraph 11(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 subparagraph (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.
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.
O:\CMATT01\pagmt.doc
EXHIBIT 1(b)
UNDERWRITING AGREEMENT
J.P. MORGAN SECURITIES INC.
As Representatives of and on behalf of
the several Underwriters named in Schedule I hereto
60 Wall Street, Third Floor
New York, New York 10260
April 29, 1999
Dear Sirs:
Sears Roebuck Acceptance Corp., a Delaware corporation (the
"Company"), proposes to issue and sell from time to time certain
of its debt securities registered under the registration
statement referred to in Section 2(a) (the "Securities"). The
Company intends to enter into one or more Pricing Agreements
(each a "Pricing Agreement") in the form of Annex I hereto, with
such additions and deletions as the parties thereto may
determine, and, subject to the terms and conditions stated herein
and therein, to issue and sell to the firms named in Schedule I
to the applicable Pricing Agreement (such firms constituting the
"Underwriters" with respect to such Pricing Agreement and the
securities specified therein) certain of the Securities specified
in Schedule II to such Pricing Agreement (with respect to such
Pricing Agreement, the "Designated Securities"). The Designated
Securities with respect to each Pricing Agreement shall be issued
under an indenture (the "Indenture") identified in such Pricing
Agreement.
1. Particular sales of Designated Securities may be made from
time to time to the Underwriters of such Securities, for whom you
will act as representatives. This Underwriting Agreement shall
not be construed as an obligation of the Company to sell any of
the Securities or as an obligation of any of the Underwriters to
purchase the Securities. The obligation of the Company to issue
and sell any of the Securities and the obligation of any of the
Underwriters to purchase any of the Securities shall be evidenced
by the Pricing Agreement with respect to the Designated Securities
specified therein. Each Pricing Agreement shall specify the
aggregate principal amount of such Designated Securities, the
public offering price of such Designated Securities, the purchase
price to the Underwriters of such Designated Securities, the names
of the Underwriters of such Designated Securities, the principal
amount of such Designated Securities to be purchased by each
Underwriter and the commission payable to the Underwriters with
respect thereto and shall set forth the date, time and manner of
delivery of such Designated Securities and payment therefor. The
Pricing Agreement shall also describe, in a manner consistent with
the Indenture and the registration statement and prospectus with
respect thereto, the principal terms of such Designated
Securities. A Pricing Agreement shall be in the form of an
executed writing (which may be in counterparts), and may be
evidenced by an exchange of telegraphic communications or any
other rapid transmission device designed to produce a written
record of communications transmitted. The obligations of the
Underwriters under this Agreement and each Pricing Agreement shall
be several and not joint.
2. Each of the Company and Sears, Roebuck and Co. ("Sears")
represents and warrants to, and agrees with, each of the
Underwriters that:
a) A registration statement in respect of the
Securities has been filed with the Securities and Exchange
Commission (the "Commission"); such registration statement and any
post-effective amendment thereto, each in the form heretofore
delivered or to be delivered to you and, excluding exhibits to
such registration statement, but including all documents
incorporated by reference in the prospectus included therein, to
you for each of the other Underwriters have been declared
effective by the Commission in such form (any preliminary
prospectus included in such registration statement being
hereinafter called a "Preliminary Prospectus;" the various parts
of such registration statement, including all exhibits thereto
except Form T-1, each as amended at the time such part became
effective, being hereinafter collectively called the "Registration
Statement;" the prospectus relating to the Securities, in the form
in which it has most recently been filed with the Commission on or
prior to the date of this Agreement, being hereinafter called the
"Prospectus;" any reference herein to any Preliminary Prospectus
or the Prospectus shall be deemed to include the documents, if
any, incorporated by reference therein pursuant to the applicable
form under the Securities Act of 1933, as amended (the "Act"), as
of the date of such Preliminary Prospectus or Prospectus, as the
case may be; any reference to any amendment or supplement to any
Preliminary Prospectus or the Prospectus shall be deemed to
include any documents filed after the date of such Preliminary
Prospectus or Prospectus, as the case may be, under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and so
incorporated by reference; and any reference to the Prospectus as
amended or supplemented shall be deemed to refer to the Prospectus
as amended or supplemented in relation to the applicable
Designated Securities in the form in which it is first filed with
the Commission pursuant to Rule 424(b) of Regulation C under the
Act, including any documents incorporated by reference therein as
of the date of such filing);
(b) Except for statements in such documents which do not
constitute part of the Registration Statement or the Prospectus
pursuant to Rule 412 of Regulation C under the Act and after
substituting therefor any statements modifying or superseding such
excluded statements (i) the documents incorporated by reference in
the Prospectus, when they became effective or were filed with the
Commission, as the case may be, conformed in all material respects
to the requirements of the Act or the Exchange Act, as applicable,
and the rules and regulations of the Commission thereunder, and
none of such documents, when they became effective or were so
filed, as the case may be, contained, in the case of documents
which became effective under the Act, an untrue statement of a
material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading, and, in the case of documents which were filed under
the Exchange Act with the Commission, an untrue statement of a
material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and (ii)
any further documents so filed and incorporated by reference when
they become effective or are filed with the Commission, as the
case may be, will conform in all material respects to the
requirements of the Act or the Exchange Act, as applicable, and
the rules and regulations of the Commission thereunder and will
not contain, in the case of documents which become effective under
the Act, an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading, and, in the case of
documents which are filed under the Exchange Act with the
Commission, an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they are
made, not misleading; provided, however, that this representation
and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in
writing to the Company by an Underwriter of Designated Securities
through you expressly for use therein; at the Time of Delivery (as
defined in Section 5 hereof), the Indenture will be duly qualified
under, and will conform in all material respects to the
requirements of, the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"); and
(c) Except for statements in documents incorporated therein by
reference which do not constitute part of the Registration
Statement or the Prospectus pursuant to Rule 412 of Regulation C
under the Act and after substituting therefor any statements
modifying or superseding such excluded statements, the
Registration Statement and the Prospectus conformed, and any
amendments or supplements thereto will, when they become effective
or are filed with the Commission, as the case may be, conform, in
all material respects to the requirements of the Act and the Trust
Indenture Act and the rules and regulations of the Commission
thereunder and do not and will not, as of the applicable effective
date as to the Registration Statement and as of the applicable
filing date as to the Prospectus, contain an untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in
writing to the Company by an Underwriter of Designated Securities
through you expressly for use in the Prospectus as amended or
supplemented relating to such Securities.
3. The Company represents and warrants to, and agrees with each
of the Underwriters that:
(a) Upon payment therefor as provided herein, the Securities
will have been duly and validly authorized and (assuming their due
authentication by the Trustee) will have been duly and validly
issued and will be valid, binding and enforceable obligations of
the Company in accordance with their terms, except as the same may
be limited by insolvency, bankruptcy, reorganization, moratorium,
liquidation, fraudulent conveyance and transfer or other laws
similar 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) and will be
entitled to the benefits of the Indenture; and
(b) The issue and sale of the Securities pursuant to any
Pricing Agreement and the compliance by the Company with all of
the provisions of the Securities, the Indenture and this Agreement
will not conflict with or result in any breach which would
constitute a material default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any of the
property or assets of the Company material to the Company pursuant
to the terms of any indenture, loan agreement or other agreement
or instrument for borrowed money to which the Company is a party
or by which the Company may be bound or to which any of the
property or assets of the Company, material to the Company, is
subject, nor will such action result in any material violation of
the provisions of the Certificate of Incorporation, as amended or
the By-Laws of the Company or, to the best of its knowledge, any
statute or any order, rule or regulation applicable to the Company
of any court or any federal, state or other regulatory authority
or other governmental body having jurisdiction over the Company,
and no consent, approval, authorization or other order of, or
filing with, any court or any such regulatory authority or other
governmental body is required for the issue and sale of the
Designated Securities except as may be required under the Act, the
Exchange Act, the Trust Indenture Act and securities laws of the
various states and other jurisdictions in which the Underwriters
will offer and sell the Designated Securities.
4. Upon the execution of the Pricing Agreement applicable
to any Designated Securities and authorization by you of the
release of the Designated Securities, the several Underwriters
propose to offer the Designated Securities for sale upon the
terms and conditions set forth in the Prospectus as amended or
supplemented.
The Pricing Agreement applicable to any Designated
Securities may provide that the Company and any entity acting as
an underwriter with respect to such Designated Securities may
enter into a deferred pricing agreement in the form set forth in
a schedule attached to such Pricing Agreement.
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.
5. Designated Securities to be purchased by each Underwriter
pursuant to the Pricing Agreement relating thereto, in definitive
certificates registered in the name of Cede & Co., as nominee for
the Depository Trust Company, New York, New York ("DTC") (unless
otherwise specified in the Pricing Supplement) shall be delivered
by or on behalf of the Company to you for the account of such
Underwriter, against payment by such Underwriter or on its behalf
of the purchase price therefor, by certified or official bank
check or checks or wire transfer, as specified in such Pricing
Agreement, payable to the order of the Company in the funds
specified in such Pricing Agreement, all at the place and time
and date specified in such Pricing Agreement or at such other
place and time and date as you and the Company may agree upon in
writing, such time and date being herein called the "Time of
Delivery" for such Securities.
6. Each of the Company and Sears agrees with each of the
Underwriters of Designated Securities:
(a) To make no further amendment or any supplement to the
Registration Statement or the Prospectus as amended or
supplemented after the date of the Pricing Agreement relating to
such Securities and prior to the Time of Delivery for such
Securities without first having furnished you with a copy of the
proposed form thereof and given you a reasonable opportunity to
review the same; to advise you promptly of any such amendment or
supplement after such Time of Delivery and furnish you with
copies thereof and to file promptly all reports and any
definitive proxy or information statements required to be filed
by the Company or Sears, respectively, with the Commission
pursuant to Section 13 or 14 of the Exchange Act for so long as
the delivery of a prospectus is required in connection with the
offering or sale of such Securities, and during such same period
to advise you, promptly after the Company or Sears receives
notice thereof, of the time when the Registration Statement, or
any amendment thereto, or any amended Registration Statement has
become effective or any supplement to the Prospectus or any
amended Prospectus has been filed, of the issuance by the
Commission of any stop order or of any order preventing or
suspending the use of any Prospectus, or the suspension of the
qualification of such Securities for offering or sale in any
jurisdiction, or the initiation or threatening of any proceeding
for any such purpose, or of any request by the Commission for the
amending or supplementing of the Registration Statement or
Prospectus or for additional information; and in the event of the
issuance of any such stop order or of any such order preventing
or suspending the use of any such Prospectus or suspending any
such qualification, to use promptly its best efforts to obtain
its withdrawal;
(b) Promptly from time to time to take such action as you
may reasonably request to qualify such Securities for offering
and sale under the securities laws of such jurisdictions as you
may request and to comply with such laws so as to permit the
continuance of sales and dealings therein in such jurisdictions
for as long as may be necessary to complete the distribution of
such Securities, provided that in connection therewith neither
the Company nor Sears shall be required to qualify as a foreign
corporation or to file a general consent to service of process in
any jurisdiction;
(c) To furnish the Underwriters with copies of the
Prospectus as amended or supplemented in such quantities as you
may from time to time reasonably request, and, if the delivery of
a prospectus is required at any time in connection with the
offering or sale of such Securities and if at such time any event
shall have occurred as a result of which the Prospectus as then
amended or supplemented would include an untrue statement of a
material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus is
delivered, not misleading, or, if for any other reason it shall
be necessary during such same period to amend or supplement the
Prospectus or to file under the Exchange Act any document
incorporated by reference in the Prospectus in order to comply
with the Act, the Exchange Act or the Trust Indenture Act, to
notify you and to prepare and furnish without charge to each
Underwriter and to any dealer in securities as many copies as you
may from time to time reasonably request of an amended Prospectus
or a supplement to the Prospectus which will correct such
statement or omission or effect such compliance; and
(d) To make generally available to its security holders, in
accordance with the provisions of Rule 158 under the Act or
otherwise, as soon as practicable, but in any event not later
than forty-five days after the end of the fourth full fiscal
quarter (ninety days in the case of the last fiscal quarter in
any fiscal year) following the fiscal quarter ending after the
latest of (x) the effective date of the Registration Statement,
(y) the effective date of the post-effective amendment thereto
hereinafter referred to, and (z) the date of the filing of the
report hereinafter referred to, earning statements of the Company
and Sears and its consolidated subsidiaries (which need not be
audited) complying with Section 11(a) of the Act and covering a
period of at least twelve consecutive months beginning after the
latest of (i) the effective date of such Registration Statement,
(ii) the effective date of the post-effective amendment, if any,
to such Registration Statement (within the meaning of Rule 158)
next preceding the date of the Pricing Agreement relating to the
Designated Securities and (iii) the date of filing of the last
report of the Company or Sears incorporated by reference into the
Prospectus (within the meaning of Rule 158) next preceding the
date of the Pricing Agreement relating to the Designated
Securities.
7. The Company agrees with each of the Underwriters of
Designated Securities:
(a) During the period beginning from the date of the
Pricing Agreement for such Designated Securities and continuing
to and including the earlier of (i) the termination of trading
restrictions for such Designated Securities, of which termination
you agree to give the Company prompt notice confirmed in writing,
and (ii) the Time of Delivery for such Designated Securities, not
to offer, sell, contract to sell or otherwise dispose of any debt
securities of the Company which mature more than one year after
such Time of Delivery and which are substantially similar to such
Designated Securities, without your prior written consent, which
consent shall not be unreasonably withheld, except pursuant to
arrangements of which you have been advised by the Company prior
to the time of execution of such Pricing Agreement, which advice
is confirmed in writing to you by the end of the business day
following the date of such Pricing Agreement; and
(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.
8. The obligations of the Underwriters of any Designated
Securities under the Pricing Agreement relating to such
Designated Securities shall be subject, in their discretion, to
the condition that all representations and warranties and other
statements of the Company or Sears herein are, at and as of the
Time of Delivery for such Designated Securities, true and
correct, the condition that each of the Company and Sears shall
have performed all of its obligations hereunder theretofore to be
performed, and the following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceeding
for that purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on the
part of the Commission shall have been complied with to your
reasonable satisfaction.
(b) All corporate proceedings and related matters in
connection with the organization of the Company, the validity of
the Indenture and the registration, authorization, issue, sale
and delivery of the Designated Securities shall have been
satisfactory to counsel to the Underwriters, and such counsel
shall have been furnished with such papers and information as
they may reasonably have requested to enable them to pass upon
the matters referred to in this subdivision (b).
(c) Counsel to the Company and Sears shall have furnished
to you such counsel's written opinion, dated the Time of Delivery
for such Designated Securities, in form and substance
satisfactory to you in your reasonable judgment, to the effect
that:
(i) Each of the Company and Sears has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of its respective state of incorporation;
(ii) All of the outstanding shares of capital stock of
the Company have been duly and validly authorized and issued and
are fully paid and non-assessable. The authorized capital stock
of the Company consists of 500,000 shares of common stock, par
value $100.00 per share, all of the issued and outstanding shares
of which are owned by Sears, Roebuck and Co. free and clear of
any security interests, claims, liens or encumbrances, and the
authorized capital stock of Sears is as set forth or incorporated
by reference in the Registration Statement;
(iii) SRAC is not an "investment company" within the
meaning of the Investment Company Act of 1940, as amended;
(iv) This Agreement and the Pricing Agreement with
respect to the Designated Securities have been duly authorized,
executed and delivered on the part of the Company and Sears;
(v) The issue and sale of the Designated Securities
and the compliance by the Company with all of the provisions of
the Designated Securities, the Indenture, this Agreement and the
Pricing Agreement with respect to the Designated Securities will
not (a) conflict with or result in any breach which would
constitute a material default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any of the
property or assets of the Company material to the Company,
pursuant to the terms of any indenture, loan agreement or other
agreement or instrument for borrowed money known to such counsel
to which the Company is a party or by which the Company may be
bound or to which any of the property or assets of the Company
material to the Company is subject, (b) result in any violation
of the provisions of the Certificate of Incorporation, as amended
or the By-Laws of the Company or (c) to the best of the knowledge
of such counsel, result in any material violation of any statute
or any order, rule or regulation applicable to the Company of any
court or any federal, state or other regulatory authority or
other governmental body having jurisdiction over the Company,
other than the securities laws of the various states or other
jurisdictions which are applicable to the issue and sale of the
Designated Securities, as to which such counsel need express no
opinion; and, to the best knowledge of such counsel, no consent,
approval, authorization or other order of, or filing with, any
court or any such regulatory authority or other governmental body
is required for the issue and sale of the Designated Securities
except as has been obtained or effected under the Act, the
Exchange Act, the Trust Indenture Act and securities laws of the
various states or other jurisdictions which are applicable to the
issue and sale of the Designated Securities;
(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);
(vii) The Indenture has been duly authorized,
executed and delivered on the part of the Company and, as to the
Company, is a valid, binding and enforceable instrument in
accordance with its terms except as the foregoing 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 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) and has been
qualified under the Trust Indenture Act; the Designated
Securities have been duly authorized and (assuming their due
authentication by the Trustee) have been duly executed, issued
and delivered on the part of the Company and constitute valid and
binding obligations of the Company in accordance with their
terms, entitled to the benefits of the Indenture, 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 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);
(viii) Such counsel does not know of any pending
legal or governmental proceedings required to be described in the
Prospectus as amended or supplemented (including documents
incorporated by reference therein) which are not described as
required;
(ix) Except for statements in such documents which do
not constitute part of the Registration Statement or the
Prospectus pursuant to Rule 412 of Regulation C under the Act and
after substituting therefor any statements modifying or
superseding such excluded statements, the documents incorporated
by reference in the Prospectus as amended or supplemented (other
than the financial statements and related schedules, the analyses
of operations and financial condition and other financial,
statistical and accounting data therein, as to which such counsel
need express no opinion), when they were filed with the
Commission, complied as to form in all material respects with the
requirements of the Exchange Act, and the rules and regulations
of the Commission thereunder;
(x) Except for statements in such documents which do
not constitute part of the Registration Statement or the
Prospectus pursuant to Rule 412 of Regulation C under the Act and
after substituting therefor any statements modifying or
superseding such excluded statements, the Registration Statement
and the Prospectus as amended or supplemented (excluding the
documents incorporated by reference therein) (other than the
financial statements and related schedules, the analyses of
operations and financial condition and other financial,
statistical and accounting data therein as to which such counsel
need express no opinion) comply as to form in all material
respects with the requirements of the Act and the rules and
regulations thereunder; the answers in the Registration Statement
to Items 9 and 10 (insofar as it relates to such counsel) of Form
S-3 are to the best of such counsel's knowledge accurate
statements or summaries of the matters therein set forth and
fairly present the information called for with respect to those
matters by the Act and the rules and regulations thereunder; and
(xi) Such counsel does not know of any contract or
other document to which the Company or Sears or any subsidiary
thereof is a party required to be filed as an exhibit to the
Registration Statement or required to be incorporated by
reference into the Prospectus as amended or supplemented or
required to be described in the Prospectus as amended or
supplemented which has not been so filed, incorporated by
reference or described.
In rendering such opinion, such counsel may rely to the
extent such counsel deems appropriate upon certificates of
officers or other executives of the Company, Sears and its
business groups and subsidiaries and of public officials as to
factual matters and upon opinions of other counsel. Such counsel
shall also state that: (a) nothing has come to such counsel's
attention which has caused such counsel to believe that any of
the documents referred to in subdivision (ix) above (other than
the financial statements and related schedules, the analyses of
operations and financial condition and other financial,
statistical and accounting data therein, as to which such counsel
need express no belief), in each case after excluding any
statement in any such document which does not constitute part of
the Registration Statement or the Prospectus as amended or
supplemented pursuant to Rule 412 of Regulation C under the Act
and after substituting therefor any statement modifying or
superseding such excluded statement, when it became effective or
was filed, as the case may be, contained, in the case of
documents which became effective under the Act, an untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading, and, in the case of documents which were
filed under the Exchange Act with the Commission, an untrue
statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading,
and (b) nothing has come to such counsel's attention which has
caused such counsel to believe that the Registration Statement or
the Prospectus as amended or supplemented (other than the
financial statements, the analyses of operations and financial
condition and other financial, statistical and accounting data
therein, as to which such counsel need express no belief)
contains an untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary to
make the statements therein not misleading.
(d) At the Time of Delivery for such Designated Securities,
Deloitte & Touche LLP, certified auditors, shall have furnished
you a letter or letters, dated the date of delivery thereof in
form and substance satisfactory to you as to such matters as you
may reasonably request.
(e) (i) The Company shall not have sustained, since the
date of the latest audited financial statements included or
incorporated by reference in the Prospectus as amended or
supplemented, any material loss or interference with its business
from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or
governmental action, order or decree and (ii) since the respective
dates as of which information is given in the Prospectus as
amended or supplemented there shall not have been any material
change in the capital stock accounts or long-term debt of the
Company or any material adverse change in the general affairs,
financial position, stockholders' equity or results of operations
of the Company, otherwise than as set forth or contemplated in the
Prospectus as amended or supplemented, the effect of which in any
such case described in clause (i) or (ii), in your judgment makes
it impracticable or inadvisable to proceed with the public
offering or the delivery of the Designated Securities on the terms
and in the manner contemplated in the Prospectus as amended or
supplemented.
(f) Subsequent to the date of the Pricing Agreement relating
to the Designated Securities, no downgrading shall have occurred
in the rating accorded to the Company's or Sears senior debt
securities by Moody's Investors Service, Inc. or Standard &
Poor's; provided, however, that this subdivision (f) shall not
apply to any such rating agency which shall have notified you of
the rating of the Designated Securities prior to the execution of
the Pricing Agreement.
(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 either
Federal or New York State authorities, or (iii) trading in
securities generally on the New York Stock Exchange shall have
been suspended nor limited or minimum prices shall have been
established by such Exchange, any of which events, in your
judgment, renders it inadvisable to proceed with the public
offering or the delivery of the Designated Securities.
(h) Each of the Company and Sears shall have furnished or
caused to be furnished to you at the Time of Delivery for the
Designated Securities certificates satisfactory to you as to the
accuracy at and as of such Time of Delivery of the
representations, warranties and agreements of the Company and
Sears, respectively, herein and as to the performance by each of
the Company and Sears of all its obligations hereunder to be
performed at or prior to such Time of Delivery and the Company
shall have also furnished you similar certificates satisfactory to
you as to the matters set forth in subdivision (a) of this Section
8.
(i) Counsel to the Underwriters shall have furnished you
with such counsel's written opinion, dated the Time of Delivery
for such Designated Securities, in form and substance satisfactory
to you in your reasonable judgment, to the effect that:
(i) The Company is validly existing as a corporation in
good standing under the laws of the State of Delaware.
(ii) Sears is validly existing as a corporation in good
standing under the laws of the State of New York.
(iii) The execution and delivery of the Indenture have been
duly authorized by all necessary corporate action of the Company,
and the Indenture has been duly executed and delivered by the
Company, and qualified under the Trust Indenture Act of 1939, as
amended, and is a valid, binding and enforceable agreement of the
Company.
(iv) The execution and delivery of the Designated Securities
have been duly authorized by all necessary corporate action of the
Company, and the Designated Securities have been duly executed and
delivered by the Company and are the valid, binding and
enforceable obligations of the Company, entitled to the benefits
of the Indenture.
(v) The execution and delivery of this Underwriting
Agreement have been duly authorized by all necessary corporate
action of the Company and Sears, and this Underwriting Agreement
has been duly executed and delivered by the Company and Sears.
(vi) The execution and delivery of the Pricing Agreement
with respect to the Designated Securities have been duly
authorized by all necessary corporate action of the Company and
Sears, and the Pricing Agreement has been duly executed and
delivered by the Company and Sears.
9. (a) The Company will indemnify and hold harmless each
Underwriter against any losses, claims, damages or liabilities,
joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary
Prospectus, the Registration Statement, any prospectus relating to
the Securities or the Prospectus as amended or supplemented, or
any amendment or supplement thereto furnished by the Company or
Sears, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated
therein or (in the case of the Registration Statement or the
Prospectus as amended or supplemented, or any amendment or
supplement thereto) necessary to make the statements therein not
misleading or (in the case of any Preliminary Prospectus)
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and will
reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with
investigating or defending any such action or claim; provided,
however, that the Company shall not be liable in any such case to
the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in any Preliminary
Prospectus, the Registration Statement, the Prospectus or the
Prospectus as amended or supplemented or any such amendment or
supplement in reliance upon and in conformity with written
information furnished to the Company by any Underwriter of
Designated Securities through you expressly for use in the
Prospectus as amended or supplemented relating to such Securities;
and provided, further, that the Company shall not be liable to any
Underwriter or any person controlling such Underwriter under the
indemnity agreement in this subdivision (a) with respect to the
Preliminary Prospectus or the Prospectus or the Prospectus as
amended or supplemented, as the case may be, to the extent that
any such loss, claim, damage or liability of such Underwriter or
controlling person results solely from the fact that such
Underwriter sold Designated Securities to a person to whom there
was not sent or given, at or prior to the written confirmation of
such sale, a copy of the Prospectus (excluding documents
incorporated by reference) or of the Prospectus as then amended or
supplemented (excluding documents incorporated by reference) if
the Company has previously furnished copies thereof to such
Underwriter.
(b) Each Underwriter will indemnify and hold harmless the
Company against any losses, claims, damages or liabilities to
which the Company may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained
in any Preliminary Prospectus, the Registration Statement, the
Prospectus or the Prospectus as amended or supplemented, or any
amendment or supplement thereto, or arise out of or are based upon
the omission or alleged omission to state therein a material fact
required to be stated therein or (in the case of the Registration
Statement or the Prospectus or the Prospectus as amended or
supplemented, or any amendment or supplement thereto) necessary to
make the statements therein not misleading or (in the case of any
Preliminary Prospectus) necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or omission
or alleged omission was made in any Preliminary Prospectus, the
Registration Statement, the Prospectus or the Prospectus as
amended or supplemented, or any such amendment or supplement in
reliance upon and in conformity with written information furnished
to the Company by such Underwriter through you expressly for use
therein; and will reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim.
(c) Within a reasonable period after receipt by an indemnified
party under subdivision (a) or (b) above of notice of the
commencement of any action with respect to which indemnification
is sought under such subdivision or contribution may be sought
under subdivision (d) below, such indemnified party shall notify
the indemnifying party in writing of the commencement thereof. In
case any such action shall be brought against any indemnified
party, the indemnifying party shall be entitled to participate in,
and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying
party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by such indemnified party
in connection with the defense thereof other than reasonable costs
of investigation.
(d) If the indemnification provided for in this Section 9 is
unavailable to an indemnified party under subdivision (a) or (b)
above in respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable
by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters of
the Designated Securities on the other from the offering of the
Designated Securities to which such loss, claim, damage or
liability (or action in respect thereof) relates and also the
relative fault of the Company and Sears on the one hand and the
Underwriters of the Designated Securities on the other in
connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and
such Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from such offering (before
deducting expenses) received by the Company bear to the total
underwriting discounts and commissions received by such
Underwriters, in each case as set forth on the cover page of the
Prospectus as amended or supplemented. The relative fault shall
be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to
information supplied by the Company or Sears on the one hand or
the Underwriters on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or
prevent such statement or omission of the Company or Sears on the
one hand and the Underwriters, directly or through you, on the
other hand. With respect to any Underwriter, such relative fault
shall also be determined by reference to the extent (if any) to
which such losses, claims, damages or liabilities (or actions in
respect thereof) with respect to any Preliminary Prospectus result
from the fact that such Underwriter sold Designated Securities to
a person to whom there was not sent or given, at or prior to the
written confirmation of such sale, a copy of the Prospectus
(excluding documents incorporated by reference) or of the
Prospectus as then amended or supplemented (excluding documents
incorporated by reference) if the Company has previously furnished
copies thereof to such Underwriter. The Company and the
Underwriters agree that it would not be just and equitable if
contribution pursuant to this subdivision (d) were determined by
per capita allocation among the indemnifying parties (even if the
Underwriters were treated as one entity for such purpose) or by
any other method of allocation which does not take account of the
equitable considerations referred to above in this subdivision
(d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions
in respect thereof) referred to above in this subdivision (d)
shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with
investigating or defending any such action or claim.
Notwithstanding the provisions of this subdivision (d), no
Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the applicable
Designated Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The obligations of
the Underwriters of Designated Securities in this subdivision (d)
to contribute are several in proportion to their respective
underwriting obligations with respect to such securities and not
joint.
(e) The obligations of the Company under this Section 9 shall
be in addition to any liability which the Company may otherwise
have and shall extend, upon the same terms and conditions, to each
person, if any, who controls any Underwriter within the meaning of
the Act; and the obligations of the Underwriters under this
Section 9 shall be in addition to any liability which the
respective Underwriters may otherwise have and shall extend, upon
the same terms and conditions, to each officer and director of the
Company or Sears and to each person, if any, who controls the
Company within the meaning of the Act.
10. (a) If any Underwriter shall default in its obligation to
purchase the Designated Securities which it has agreed to purchase
under the Pricing Agreement relating to such Securities, you may
in your discretion arrange for yourselves or another party or
other parties to purchase such Designated Securities on the terms
contained herein. If within thirty-six hours after such default
by any Underwriter you do not arrange for the purchase of such
Designated Securities, then the Company shall be entitled to a
further period of thirty-six hours within which to procure another
party or other parties to purchase such Designated Securities on
such terms. In the event that, within the respective prescribed
periods, you notify the Company that you have so arranged for the
purchase of such Designated Securities, or the Company notifies
you that it has so arranged for the purchase of such Designated
Securities, you or the Company shall have the right to postpone
the Time of Delivery for such Designated Securities for a period
of not more than seven days, in order to effect whatever changes
may thereby be made necessary in the Registration Statement or the
Prospectus as amended or supplemented, or in any other documents
or arrangements, and the Company agrees to file promptly any
amendments or supplements to the Registration Statement or the
Prospectus which may thereby be made necessary. The term
"Underwriter" as used in this Agreement shall include any person
substituted under this Section with like effect as if such person
had originally been a party to the Pricing Agreement with respect
to such Designated Securities.
(b) If, after giving effect to any arrangements for the
purchase of the Designated Securities of a defaulting Underwriter
or Underwriters by you and the Company as provided in subdivision
(a) above, the aggregate principal amount of such Designated
Securities which remains unpurchased does not exceed one-eleventh
of the aggregate principal amount of the Designated Securities,
then the Company shall have the right to require each non-
defaulting Underwriter to purchase the principal amount of
Designated Securities which such Underwriter agreed to purchase
under the Pricing Agreement relating to such Designated Securities
and, in addition, to require each non-defaulting Underwriter to
purchase its pro rata share (based on the principal amount of
Designated Securities which such Underwriter agreed to purchase
under such Pricing Agreement) of the Designated Securities of such
defaulting Underwriter or Underwriters for which such arrangements
have not been made; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the
purchase of the Designated Securities of a defaulting Underwriter
or Underwriters by you and the Company as provided in subdivision
(a) above, the aggregate principal amount of Designated Securities
which remains unpurchased exceeds one-eleventh of the aggregate
principal amount of the Designated Securities, as referred to in
subdivision (b) above, or if the Company shall not exercise the
right described in subdivision (b) above to require non-defaulting
Underwriters to purchase Designated Securities of a defaulting
Underwriter or Underwriters, then the Pricing Agreement relating
to such Designated Securities shall thereupon terminate, without
liability on the part of any non-defaulting Underwriter or the
Company, except for the expenses to be borne by the Company and
the Underwriters as provided in Section 7(b) hereof and the
indemnity and contribution agreements in Section 9 hereof; but
nothing herein shall relieve a defaulting Underwriter from
liability for its default.
11. The respective indemnities, agreements, representations,
warranties and other statements of the Company, Sears and the
several Underwriters, as set forth in this Agreement or made by or
on behalf of them, respectively, pursuant to this Agreement, shall
remain in full force and effect, regardless of any investigation
(or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter,
the Company, Sears or any officer or director or controlling
person of the Company or Sears, and shall survive delivery of and
payment for the Securities.
Anything herein to the contrary notwithstanding, the indemnity
agreement of the Company in subdivisions (a) and (e) of Section 9
hereof, the representations and warranties in subdivisions (b) and
(c) of Section 2 hereof and any representation or warranty as to
the accuracy of the Registration Statement or the Prospectus as
amended or supplemented contained in any certificate furnished by
the Company or Sears pursuant to subdivision (h) of Section 8
hereof, insofar as they may constitute a basis for indemnification
for liabilities (other than payment by the Company of expenses
incurred or paid in the successful defense of any action, suit or
proceeding) arising under the Act, shall not extend to the extent
of any interest therein of an Underwriter or a controlling person
of an Underwriter if a director, officer or controlling person of
the Company or Sears when the Registration Statement becomes
effective or a person who, with his consent, is named in the
Registration Statement as being about to become a director of the
Company or Sears, is a controlling person of such Underwriter,
except in each case to the extent that an interest of such
character shall have been determined by a court of appropriate
jurisdiction as not against public policy as expressed in the Act.
Unless in the opinion of counsel for the Company or Sears the
matter has been settled by controlling precedent, the Company or
Sears will, if a claim for such indemnification is asserted,
submit to a court of appropriate jurisdiction the question whether
such interest is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
12. If any Pricing Agreement shall be terminated pursuant to
Section 10 hereof, the Company shall not then be under any
liability to any Underwriter with respect to the Designated
Securities covered by such Pricing Agreement except as provided in
Section 7(b) and Section 9 hereof; but, if for any other reason
Designated Securities are not delivered by or on behalf of the
Company as provided herein, the Company will reimburse the
Underwriters through you for all out-of-pocket expenses approved
in writing by you, including fees and disbursements of counsel,
reasonably incurred by the Underwriters in making preparations for
the purchase, sale and delivery of such Designated Securities, but
the Company shall then be under no further liability to any
Underwriter with respect to such Designated Securities except as
provided in Section 7(b) and Section 9 hereof.
13. In all dealings hereunder, you shall act on behalf of each
of the Underwriters of Designated Securities, and the parties
hereto shall be entitled to act and rely upon any statement,
request, notice or agreement on behalf of any Underwriter made or
given by you.
All statements, requests, notices and agreements hereunder shall
be in writing or by telegram if promptly confirmed in writing and
if to the Underwriters shall be sufficient in all respects, if
delivered or sent by registered mail to you as the Representatives
at 60 Wall Street, Third Floor, New York, New York 10260,
Attention: Syndicate Desk; and if to the Company shall be
sufficient in all respects if delivered or sent by registered mail
to the Company at 3711 Kennett Pike, Greenville, Delaware 19807,
Attention: Brendan J. McKeough, Secretary; and if to Sears shall
be sufficient in all respects if delivered or sent by registered
mail to Sears at 3333 Beverly Road, Hoffman Estates, Illinois
60179, Attention: Anastasia D. Kelly, Executive Vice President,
General Counsel and Secretary.
14. This Agreement and each Pricing Agreement shall be binding
upon, and inure solely to the benefit of, the Underwriters, the
Company, Sears and, to the extent provided in Section 9 and
Section 11 hereof, the officers and directors of the Company and
Sears and each person who controls the Company or any Underwriter,
and their respective heirs, executors, administrators, successors
and assigns, and no other person shall acquire or have any right
under or by virtue of this Agreement or any such Pricing
Agreement. No purchaser of any of the Securities from any
Underwriter shall be deemed a successor or assign by reason merely
of such purchase.
15. Time shall be of the essence of each Pricing Agreement.
16. This Agreement and each Pricing Agreement shall be governed
by, and construed in accordance with, the internal laws of the
State of New York.
17. This Agreement and each Pricing Agreement may be executed
by any one or more of the parties hereto and thereto in any number
of counterparts, each of which shall be deemed to be an original,
but all such respective counterparts shall together constitute one
and the same instrument.
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 Trost
Keith Trost
SEARS, ROEBUCK AND CO.
By: /s/ Larry Raymond
Larry Raymond
Accepted as of the date hereof:
J.P. Morgan Securities Inc.
By: /s/ Melissa Marek Babb
Name: Melissa Marek Babb
Title:
ANNEX I
PRICING AGREEMENT
J.P. MORGAN SECURITIES INC.
As Representatives of and on behalf of
the several Underwriters named in Schedule I hereto
60 Wall Street, Third Floor
New York, New York 10260
__________, 1999
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 _____________,
1999 (the "Underwriting Agreement"), executed between the Company
and Sears, Roebuck and Co. ("Sears"), on the one hand, and J.P.
Morgan Securities Inc., 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:
________________________________
J.P. Morgan Securities Inc.
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
J.P. Morgan Securities Inc. $
________________________
TOTAL $ ________________________
SCHEDULE II
Title of Designated Securities:
___% Notes due ______________
Aggregate principal amount:
$____________
Denominations:
US$1,000 (see "Other Terms")
Price to Public:
_____% of the principal amount of
the Designated Securities, plus accrued
interest from ______________ to the Time of
Delivery
Purchase Price by Underwriters:
_____% of the principal amount of the
Designated Securities, plus accrued
interest from ______________ 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:
______________
Interest Rate:
____%
Interest Payment dates:
_________ and __________
Redemption Provisions:
Incorporated by reference to the attached Form of Note
Sinking Fund Provisions:
None
Time of Delivery:
_______ A.M., Chicago time, ______________
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:
Steven M. Cook, Vice President-Law, Sears, Roebuck and Co.
Latham & Watkins
To the Underwriters:
Cleary, Gottlieb, Steen & Hamilton
ANNEX II
DELAYED DELIVERY CONTRACT
SEARS ROEBUCK ACCEPTANCE CORP.,
c/o
Attention:
[Date]
Attention:
Dear Sirs:
The undersigned hereby agrees to purchase from Sears Roebuck
Acceptance Corp. (hereinafter called the "Company"), and the
Company agrees to sell to the undersigned,
$
principal amount of the Company's [Title of Designated Securities]
(hereinafter called the "Designated Securities"), offered by the
Company's Prospectus dated _______, ____ as amended or
supplemented, receipt of a copy of which is hereby acknowledged,
at a purchase price of % of the principal amount thereof, plus
accrued interest from the date from which interest accrues as set
forth below, and on the further terms and conditions set forth in
this contract.
[The undersigned will purchase the Designated Securities from
the Company on _______, ____ (the "Delivery Date") and interest on
the Designated Securities so purchased will accrue from
__________, ____.]
[The undersigned will purchase the Designated Securities from
the Company on the delivery date or dates and in the principal
amount or amounts set forth below:
Each such date on which Designated Securities are to be
purchased hereunder is hereinafter referred to as a "Delivery
Date".]
Payment for the Designated Securities which the undersigned
has agreed to purchase on [the] [each] Delivery Date shall be
made to the Company or its order by [certified or official bank
check] [in New York Clearing House funds at the office of Sears
Roebuck Acceptance Corp., Greenville, Delaware] [or] [by wire
transfer, in immediately available funds, to a bank account
specified by the Company], on [the] [such] Delivery Date upon
delivery to the undersigned of the Designated Securities then to
be purchased by the undersigned in definitive fully registered
form and in such denominations and registered in such names as
the undersigned may designate by written or telegraphic
communication addressed to the Company not less than five full
business days prior to [the] [such] Delivery Date.
The obligation of the undersigned to take delivery of and
make payment for Designated Securities on [the] [each] Delivery
Date shall be subject to the conditions that (a) the purchase of
Designated Securities to be made by the undersigned shall not on
[the] [such] Delivery Date be prohibited under the laws of the
jurisdiction to which the undersigned is subject and (b) the
Company, on or before __________, ____, shall have sold to the
several Underwriters, pursuant to the Pricing Agreement dated
___________, ____ with the Company and Sears, Roebuck and Co.
("Sears"), an aggregate principal amount of Designated Securities
equal to $ , minus the aggregate principal amount of
Designated Securities covered by this contract and other
contracts similar to this contract. The obligation of the
undersigned to take delivery of and make payment for Designated
Securities shall not be affected by the failure of any purchaser
to take delivery of and make payment for Designated Securities
pursuant to other contracts similar to this contract.
Promptly after completion of the sale to the Underwriters the
Company will mail or deliver to the undersigned at its address set
forth below notice to such effect, accompanied by a copy of the
Opinion of Counsel for the Company and Sears delivered to the
Underwriters in connection therewith.
The undersigned represents and warrants that, as of the date
of this contract, the undersigned is not prohibited from
purchasing the Designated Securities hereby agreed to be purchased
by it under the laws of the jurisdiction to which the undersigned
is subject.
This contract will inure to the benefit of and be binding
upon the parties hereto and their respective successors, but will
not be assignable by either party hereto without written consent
of the other.
This contract may be executed by either of the parties hereto
in any number of counterparts, each of which shall be deemed to be
an original, but all such counterparts shall together constitute
one and the same instrument.
This contract shall be governed by, and construed in
accordance with, the internal laws of the State of New York.
It is understood that the acceptance by the Company of any
Delayed Delivery Contract (including this contract) is in the
Company's sole discretion and that, without limiting the
foregoing, acceptances of such contracts need not be on a first-
come, first-served basis. If this contract is acceptable to the
Company, it is requested that the Company sign the form of
acceptance below and mail or deliver one of the counterparts
hereof to the undersigned at its address set forth below. This
will become a binding contract between the Company and the
undersigned when such counterpart is so mailed or delivered by the
Company.
Yours very truly,
(Signature)
(Name and Title)
(Address)
Accepted, [Date]
in Greenville, Delaware
SEARS ROEBUCK ACCEPTANCE CORP.
By
(Title)
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 WRONGFULINASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
Number 1 $200,000,000
CUSIP NO. 812404BF7
SEARS ROEBUCK ACCEPTANCE CORP.
Note due May 1, 2009
6.25% 6.25%
Due 2009 Due 2009
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 first day of May, 2009,
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 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 6.25%
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 May 1 or November 1,
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 November 1, 1999, in which case
from May 6, 1999), semi-annually, commencing on
November 1, 1999, on November 1 and May 1, until
payment of said principal sum has been made or duly
provided for. Notwithstanding the foregoing, if this
Note is dated after any April 16 and before the
following May 1, or after any October 17 and before
the following November 1, then this Note shall bear
interest from such following May 1 or November 1, as
applicable, provided, however, that if the Company
shall default in the payment of interest due on such
following May 1 or November 1, this Note shall bear
interest from the next preceding May 1or November 1 to
which interest has been paid on such Note, or if no
interest has been paid on such Note, then from May 6,
1999. The interest so payable on any May 1 or November
1, 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 April 16 prior to such
May 1 or the October 17 prior to such November 1. 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 payments shall accrue for the period from and
after the Interest Payment Date or the Maturity Date.
Interest on the Note 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: May 6, 1999
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.
6.25% Note due May 1, 2009
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 "6.25% Notes due May 1, 2009" of the Company
(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 $1,000 and
any integral 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 or in 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 a 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.
10. The Company will, subject to the
exceptions and limitations set forth below, pay such
additional amounts (the "Additional Amounts") to any
holder of a 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 State (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 imposed because of 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,
present in the United States for 183 days or more in a
taxable year 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 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 that a paying agent must withhold from any
payment of principal of or interest on any Note, if
another paying agent can make such payment without
withholding;
(f) any tax, assessment or other governmental
charge imposed because of the failure to comply with
certification, identification, documentation,
information or other reporting requirement concerning
the nationality, residence, identity or connection
with the United State 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 because such holder (or a partnership
of which such holder is a member) is or was 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 tax, assessment or other governmental
charge imposed on 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 11(a) are herein referred to
as "Additional Amounts," and all references herein to
principal of and interest on the Notes shall include
such Additional Amounts.
11. (a) The Notes are not redeemable prior to
maturity except as provided under this Paragraph 11.
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 May 6, 1999,
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
10 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
11(b).
(b) (i) Any redemption notice given under
Paragraph 11(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 subparagraph (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.
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.
[SEARS LETTERHEAD]
EXHIBIT 5
May 5, 1999
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 a Vice President - Law 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 April 23, 1999 (the
"Prospectus"), relating to the offering and sale of
$6,642,200,000 aggregate principal amount of Debt
Securities, which is part of the Registration
Statement, and the Prospectus Supplement, dated April
29, 1999 (the "Prospectus Supplement"), relating to
the offering and sale of $750,000,000 aggregate
principal amount of 6.25% Notes due May 1, 2009 (the
"6.25% 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 (the "Indenture"); (iv) (a) the
Underwriting Agreement dated April 29, 1999 among the
Company, Sears and J. P. Morgan Securities Inc. and
(b) the Pricing Agreement dated April 29, 1999 among
the Company, Sears and J. P. Morgan Securities Inc. as
Representatives of the several Underwriters identified
in Schedule I thereto, relating to the sale of the
6.25% Notes; and (v) the form of the 6.25% 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 the 6.25% Notes, when
duly issued, executed, authenticated and delivered in
the manner provided for in the Indenture and sold and
paid for in accordance with the terms of the Pricing
Agreement and the Underwriting Agreement, will be
legally issued and will constitute valid and binding
obligations of SRAC, enforceable against SRAC in
accordance with their terms, except as the foregoing
may be limited by bankruptcy, insolvency,
reorganization, moratorium, liquidation, fraudulent
conveyance and transfer or other similar laws
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). In
giving the above opinion, I have relied, with their
permission, on an opinion from Morris, Nichols, Arsht
& Tunnell addressed to me and dated May 5, 1999.
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/Steven M. Cook
Steven M. Cook
[Baker & McKenzie Letterhead]
EXHIBIT 8
May 5, 1999
J.P. Morgan Securities Inc.
60 Wall Street, 3rd Floor
New York, New York 10260
Sears Roebuck and Co.
3333 Beverly Road
Hoffman Estates, IL 60179
Sears Roebuck Acceptance Corp.
3711 Kennett Pike
Greenville, DE 19806
Gentlemen:
Sears Roebuck Acceptance Corp. ("SRAC") will
issue U.S. $750,000,000 of registered notes (the
"Notes"), with fixed-rate interest payable semi-
annually and a maturity date of May 1, 2009, as
described in the Prospectus Supplement dated April 29,
1999 to the Prospectus dated April 23, 1999 relating
to the initial offering and sale of the Notes (the
"Prospectus").
This opinion is rendered to you pursuant to
Subsection (b) of Schedule 2 of the Pricing Agreement
dated April 29, 1999, among SRAC, Sears Roebuck and
Co., and J.P. Morgan Securities Inc. (the "Pricing
Agreement").
As special tax counsel to SRAC, we have examined
such records and documents of SRAC as we deemed
necessary and relevant for purposes of rendering our
opinion as to the principal United States federal
income and estate tax consequences to persons holding
Notes, including (i) the Prospectus, (ii) the
Prospectus Supplement, (iii) the Form of the Note,
(iv) the Indenture dated as of May 15, 1995 between
The Chase Manhattan Bank, N.A., and SRAC, (v) the
Pricing Agreement, and (vi) the Underwriting Agreement
dated April 29, 1999, among SRAC, Sears Roebuck and
Co., and J.P. Morgan Securities Inc. Unless otherwise
defined herein, all capitalized terms shall have the
meanings assigned to them in the Prospectus and the
Prospectus Supplement.
We have been advised and for purposes of our
opinion assume that SRAC will characterize all Notes
issued under the Indenture as indebtedness of SRAC for
all United States federal income tax purposes.
This opinion deals only with Notes held as
capital assets and does not deal with special tax
situations, such as dealers in securities or
currencies, holders of Notes whose functional currency
is not the United States dollar, or persons holding
Notes as a hedge against currency risk or as part of a
larger integrated financial transaction. As used
herein, the term holder refers to Book-Entry
Owners.
Subject to the foregoing, we are of the opinion
that the discussion under the section of the
Prospectus Supplement titled United States Tax
Considerations is a fair and accurate description of
the principal United States federal income and estate
tax consequences of purchasing and holding the Notes
and is correct as of the date hereof. The discussion
is based on the Internal Revenue Code of 1986, as
amended, regulations, rulings, administrative
pronouncements and judicial decisions as of the date
hereof. Subsequent developments in these areas could
have a material effect on this opinion.
We hereby consent to the use of our opinion as
set forth in the Prospectus Supplement and the
reference to our firm in said Supplement. We also
consent to the filing of our opinion as part of SRAC's
current report on Form 8-K dated on or about May 6,
1999.
The Chase Manhattan Bank, N.A., as Trustee, may
rely on this opinion as if it were addressed to them.
Very truly yours,
/s/ BAKER & MCKENZIE
BAKER & MCKENZIE
RHD/LGH/JRH
