SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 3, 1997
Sears Credit Account Master Trust II
(Exact name of registrant as specified in charter)
Illinois 33-79186-01 Not Applicable
(State of (Commission (IRS Employer
Organization) File Number) Identification No.)
c/o Sears Receivables Financing Group, Inc.
3711 Kennett Pike
Greenville, Delaware 19807
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 888-3176
Former name, former address and former fiscal year, if changed
since last report: Not Applicable
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Item 5. Other Events
Series 1996-5. On December 16, 1996, $500,000,000 Floating Rate Class A Master
Trust Certificates, Series 1996-5 (the "Class A Certificates"), $25,000,000
Floating Rate Class B Master Trust Certificates, Series 1996-5 (the "Class B
Certificates") and $70,250,000 aggregate principal amount of Class C Master
Trust Certificates, Series 1996-5, of the Sears Credit Account Master Trust II
were issued pursuant to the Pooling and Servicing Agreement dated as of July 31,
1994, as amended, among Sears Receivables Financing Group, Inc. as Seller
("SRFG"), Sears, Roebuck and Co. as Servicer ("Sears") and The First National
Bank of Chicago as Trustee (the "Trustee") and the Series Supplement dated as
of December 16, 1996, among SRFG as Seller, Sears as Servicer and the Trustee.
The Class A and Class B Certificates were sold to foreign institutional
investors at a price of 100.0% pursuant to exemptions from registration under
Section 4(2) and Regulation S of the Securities Act of 1933, as amended.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit No.
Exhibit 4.1 Pooling and Servicing Agreement among Sears as Servicer,
SRFG as Seller and the Trustee, dated as of July 31,
1994 (incorporated by reference to the Trust's Form 8-K
dated August 16, 1994 and filed on September 7, 1994).
Exhibit 4.2 Amendment to the Pooling and Servicing Agreement among Sears
as Servicer, SRFG as Seller and the Trustee, dated as of March
31, 1995 (incorporated by reference to the Trust's Form 8-K
dated May 8, 1995).
Exhibit 4.3 Series 1996-5 Supplement among Sears as Servicer, SRFG as Seller
and the Trustee, dated as of December 16, 1996, including the
form of Investor Certificates (incorporated by reference to
the Trust's Form 8-K dated December 16, 1996 and filed on
December 21, 1996).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Sears Credit Account Master Trust II
(Registrant)
By: Sears Receivables Financing Group, Inc.
(Originator of the Trust)
By: /S/Larry R. Raymond
Larry R. Raymond
Vice President, Finance
Date: January 3, 1997
EXHIBIT INDEX
Exhibit No.
Exhibit 4.1 Pooling and Servicing Agreement among Sears as Servicer, SRFG as
Seller and the Trustee, dated as ofJuly 31, 1994 (incorporated by
reference to the Trust's Form 8-K dated August 16, 1994 and filed
on September 7, 1994).
Exhibit 4.2 Amendment to the Pooling and Servicing Agreement among Sears as
Servicer, SRFG as Seller and the Trustee, dated as of March 31,
1995 (incorporated by reference to the Trust's Form 8-K dated May
8, 1995).
Exhibit 4.3 Series 1996-5 Supplement among Sears as Servicer, SRFG as Seller
and the Trustee, dated as of December 16, 1996, including the form
of Investor Certificates (incorporated by reference to the Trust's
Form 8-K dated December 16, 1996 and filed on December 21, 1996).
