SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
_ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
Commission file number 0-24776
SEARS CREDIT ACCOUNT MASTER TRUST II
(Exact name of registrant as specified in its charter)
Illinois Not Applicable
(State of Organization) (I.R.S. Employer Identification No.)
c/o SRFG, Inc.
3711 Kennett Pike
Greenville, Delaware 19807
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302)888-3176
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
None Not Applicable
<PAGE>
Securities registered pursuant to Section 12(g) of the Act:
7.00% Class A Series 1994-1 Master Trust Certificates
7.25% Class B Series 1994-1 Master Trust Certificates
7.25% Class A Series 1994-2 Master Trust Certificates
7.60% Class B Series 1994-2 Master Trust Certificates
8.10% Class A Series 1995-2 Master Trust Certificates
8.30% Class B Series 1995-2 Master Trust Certificates
7.00% Class A Series 1995-3 Master Trust Certificates
7.25% Class B Series 1995-3 Master Trust Certificates
6.25% Class A Series 1995-4 Master Trust Certificates
6.35% Class B Series 1995-4 Master Trust Certificates
6.05% Class A Series 1995-5 Master Trust Certificates
6.20% Class B Series 1995-5 Master Trust Certificates
6.20% Class A Series 1996-1 Master Trust Certificates
6.35% Class B Series 1996-1 Master Trust Certificates
6.50% Class A Series 1996-2 Master Trust Certificates
6.65% Class B Series 1996-2 Master Trust Certificates
7.00% Class A Series 1996-3 Master Trust Certificates
7.10% Class B Series 1996-3 Master Trust Certificates
6.45% Class A Series 1996-4 Master Trust Certificates
6.65% Class B Series 1996-4 Master Trust Certificates
6.20% Class A Series 1997-1 Master Trust Certificates
6.40% Class B Series 1997-1 Master Trust Certificates
5.80% Class A Series 1998-1 Master Trust Certificates
6.00% Class B Series 1998-1 Master Trust Certificates
5.25% Class A Series 1998-2 Master Trust Certificates
(Title of Class)
Registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months and (2) has been subject to such filing requirements for the past
90 days.
Yes x No
<PAGE>
PART I
Item 1. Business
The Sears Credit Account Master Trust II (the "Trust") was formed
pursuant to the Pooling and Servicing Agreement dated as of July 31,
1994 (the "Pooling and Servicing Agreement") among Sears, Roebuck and
Co. ("Sears") as Servicer, its wholly-owned subsidiary, SRFG, Inc.
("SRFG") as Seller, and The First National Bank of Chicago as trustee
(the "Trustee"). The Trust's only business is to act as a passive
conduit to permit investment in a pool of retail consumer receivables.
Item 2. Properties
The property of the Trust includes a portfolio of receivables (the
"Receivables") arising in selected accounts under open-end credit plans
of Sears (the "Accounts") and all monies received in payment of the
Receivables. At the time of the Trust's formation, and on certain
Addition Dates thereafter, Sears sold and contributed to SRFG, which in
turn conveyed to the Trust, all Receivables existing under the Accounts
as of the end of certain of Sears regular billing cycles ending in
September and November 1989, February and June 1990, January, February, June,
October and November 1991, December 1992, February 1993, February 1994,
February, March and June 1995, and March 1996 and all Receivables arising
under the Accounts from time to time thereafter until the termination of the
Trust. Information related to the performance of the Receivables during 1998
is set forth in the ANNUAL STATEMENTS filed as Exhibits 21(a) to 21(m) to
this Annual Report on Form 10-K.
Item 3. Legal Proceedings
None
Item 4. Submission of Matters to a Vote of Security Holders
None
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
Investor Certificates are held and delivered in book-entry form
through the facilities of The Depository Trust Company ("DTC"), a
"clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934, as amended. The sole definitive
Investor Certificate is held by Cede & Co., the nominee of DTC.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None
PART III
Item 12. Security Ownership of Certain Beneficial Owners and
Management
As of March 15, 1998, 100% of the Investor Certificates were held
in the nominee name of Cede & Co. for beneficial owners.
SRFG, as of March 15, 1998, owned 100% of the Seller Certificate,
which represented beneficial ownership of a residual interest in the
assets of the Trust as provided in the Pooling and Servicing Agreement.
Item 13. Certain Relationships and Related Transactions
None
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K
(a) Exhibits:
21. 1998 ANNUAL STATEMENTS prepared by the
Servicer.
(a) Series 1994-1
(b) Series 1994-2
(c) Series 1995-2
(d) Series 1995-3
(e) Series 1995-4
(f) Series 1995-5
(g) Series 1996-1
(h) Series 1996-2
(i) Series 1996-3
(j) Series 1996-4
(k) Series 1997-1
(l) Series 1998-1
(m) Series 1998-2
28. ANNUAL INDEPENDENT ACCOUNTANTS' REPORT
pursuant to Section 3.06 of the Pooling
and Servicing Agreement.
(a) Independent Accountants' Report
(b) Reports on Form 8-K:
Current reports on Form 8-K are filed on or before the
Distribution Date each month (on, or the first
business day after, the 15th of the month). The
reports include as an exhibit, the MONTHLY INVESTOR
CERTIFICATEHOLDERS' STATEMENT. Current Reports on
Form 8-K were filed on October 15, 1998, November 16,
1998, and December 15, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 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: SRFG, Inc.
(Originator of the Trust)
By: /S/Donald J. Woytek
Donald J. Woytek
Vice President, Administration
Dated: March 30, 1999
<PAGE>
EXHIBIT INDEX
Exhibit No.
21. 1998 ANNUAL STATEMENTS prepared by the
Servicer.
(a) Series 1994-1
(b) Series 1994-2
(c) Series 1995-2
(d) Series 1995-3
(e) Series 1995-4
(f) Series 1995-5
(g) Series 1996-1
(h) Series 1996-2
(i) Series 1996-3
(j) Series 1996-4
(k) Series 1997-1
(l) Series 1998-1
(m) Series 1998-2
28. ANNUAL INDEPENDENT ACCOUNTANTS' REPORT
pursuant to Section 3.06 of the Pooling
and Servicing Agreement.
(a) Independent Accountants' Report
Exhibit 21a
SEARS CREDIT ACCOUNT MASTER TRUST II
SERIES 1994-1
1998 ANNUAL STATEMENT
Pursuant to the terms of the letter issued by the Securities and
Exchange Commission dated June 30, 1995 (granting relief
to the Trust from certain reporting requirements of the Securities
Exchange Act of 1934, as amended), aggregated information
regarding the performance of Accounts and payments to Investor
Certificateholders in respect of the Due Periods related to the
twelve Distribution Dates which occurred in 1998 is set forth below.
1) The total amount of the distribution to Investor
Certificateholders during 1998, per $1,000 interest.....
Class A $235.21
Class B $72.50
Class C $159.54
2) The amount of the distribution set forth in paragraph
1 above in respect of interest on the Investor
Certificates, per $1,000 interest.....................
Class A $68.54
Class B $72.50
Class C $0.00
3) The amount of the distribution set forth in paragraph
1 above in respect of principal on the Investor
Certificates, per $1,000 interest.....................
Class A $166.67
Class B $0.00
Class C $159.54
4) The aggregate amount of Collections of Principal
Receivables processed during the related Due
Periods............................................$6,601,038,025.11
5) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods................................$2,100,187,683.58
6) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Investor Certificates.... $4,598,282,963.44
7) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Investor Certificates...............$1,462,351,478.83
8) The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Investor Certificates.................. $133,833,396.14
9) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Seller Certificate...............$2,002,735,061.67
10)The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Seller Certificate.................. $637,836,204.79
11)The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Seller Certificates.................. $0.00
12)The excess of the Investor Charged-Off Amount
over the sum of (i) payments in respect of the
Available Subordinated Amount and (ii) Excess
Servicing, if any (an "Investor Loss"), per
$1,000 interest................................... $0.00
13)The aggregate amount of Investor Losses in
the Trust as of the end of the day on December
15,1998, per $1,000 interest....................... $0.00
14)The total reimbursed to the Trust from
the sum of the Available subordinated
Amount and Excess Servicing, if any, in
respect of Investor Losses, per $1,000
interest........................................... $0.00
15)The amount of the Investor Monthly Servicing
Fee payable by the Trust to the Servicer......... $144,621,339.38
16)The Class A and Class B Controlled Amortization
Amount Shortfall, as of the end of the reportable year $0.00
Exhibit 21b
SEARS CREDIT ACCOUNT MASTER TRUST II
SERIES 1994-2
1998 ANNUAL STATEMENT
Pursuant to the terms of the letter issued by the Securities and
Exchange Commission dated June 30, 1995 (granting relief
to the Trust from certain reporting requirements of the Securities
Exchange Act of 1934, as amended), aggregated information
regarding the performance of Accounts and payments to Investor
Certificateholders in respect of the Due Periods related to the
four Distribution Dates which occurred in 1998 is set forth below.
1) The total amount of the distribution to Investor
Certificateholders during 1998, per $1,000 interest.....
Class A $168.18
Class B $1,019.00
Class C $598.87
2) The amount of the distribution set forth in paragraph
1 above in respect of interest on the Investor
Certificates, per $1,000 interest.....................
Class A $1.51
Class B $19.00
Class C $0.00
3) The amount of the distribution set forth in paragraph
1 above in respect of principal on the Investor
Certificates, per $1,000 interest.....................
Class A $166.67
Class B $1,000.00
Class C $598.87
4) The aggregate amount of Collections of Principal
Receivables processed during the related Due
Periods............................................$6,601,038,025.11
5) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods................................$2,100,187,683.58
6) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Investor Certificates.... $4,598,282,963.44
7) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Investor Certificates...............$1,462,351,478.83
8) The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Investor Certificates.................. $133,833,396.14
9) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Seller Certificate...............$2,002,735,061.67
10)The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Seller Certificate.................. $637,836,204.79
11)The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Seller Certificates.................. $0.00
12)The excess of the Investor Charged-Off Amount
over the sum of (i) payments in respect of the
Available Subordinated Amount and (ii) Excess
Servicing, if any (an "Investor Loss"), per
$1,000 interest................................... $0.00
13)The aggregate amount of Investor Losses in
the Trust as of the end of the day on December
15,1998, per $1,000 interest....................... $0.00
14)The total reimbursed to the Trust from
the sum of the Available subordinated
Amount and Excess Servicing, if any, in
respect of Investor Losses, per $1,000
interest........................................... $0.00
15)The amount of the Investor Monthly Servicing
Fee payable by the Trust to the Servicer......... $144,621,339.38
16)The Class A and Class B Controlled Amortization
Amount Shortfall, as of the end of the reportable year $0.00
Exhibit 21c
SEARS CREDIT ACCOUNT MASTER TRUST II
SERIES 1995-2
1998 ANNUAL STATEMENT
Pursuant to the terms of the letter issued by the Securities and
Exchange Commission dated June 30, 1995 (granting relief
to the Trust from certain reporting requirements of the Securities
Exchange Act of 1934, as amended), aggregated information
regarding the performance of Accounts and payments to Investor
Certificateholders in respect of the Due Periods related to the
twelve Distribution Dates which occurred in 1998 is set forth below.
1) The total amount of the distribution to Investor
Certificateholders during 1998, per $1,000 interest.....
Class A $81.00
Class B $83.00
Class C $0.00
2) The amount of the distribution set forth in paragraph
1 above in respect of interest on the Investor
Certificates, per $1,000 interest.....................
Class A $81.00
Class B $83.00
Class C $0.00
3) The amount of the distribution set forth in paragraph
1 above in respect of principal on the Investor
Certificates, per $1,000 interest.....................
Class A $0.00
Class B $0.00
Class C $0.00
4) The aggregate amount of Collections of Principal
Receivables processed during the related Due
Periods............................................$6,601,038,025.11
5) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods................................$2,100,187,683.58
6) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Investor Certificates.... $4,598,282,963.44
7) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Investor Certificates...............$1,462,351,478.83
8) The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Investor Certificates.................. $133,833,396.14
9) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Seller Certificate...............$2,002,735,061.67
10)The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Seller Certificate.................. $637,836,204.79
11)The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Seller Certificates.................. $0.00
12)The excess of the Investor Charged-Off Amount
over the sum of (i) payments in respect of the
Available Subordinated Amount and (ii) Excess
Servicing, if any (an "Investor Loss"), per
$1,000 interest................................... $0.00
13)The aggregate amount of Investor Losses in
the Trust as of the end of the day on December
15,1998, per $1,000 interest....................... $0.00
14)The total reimbursed to the Trust from
the sum of the Available subordinated
Amount and Excess Servicing, if any, in
respect of Investor Losses, per $1,000
interest........................................... $0.00
15)The amount of the Investor Monthly Servicing
Fee payable by the Trust to the Servicer......... $144,621,339.38
16)The Class A and Class B Controlled Amortization
Amount Shortfall, as of the end of the reportable year $0.00
Exhibit 21d
SEARS CREDIT ACCOUNT MASTER TRUST II
SERIES 1995-3
1998 ANNUAL STATEMENT
Pursuant to the terms of the letter issued by the Securities and
Exchange Commission dated June 30, 1995 (granting relief
to the Trust from certain reporting requirements of the Securities
Exchange Act of 1934, as amended), aggregated information
regarding the performance of Accounts and payments to Investor
Certificateholders in respect of the Due Periods related to the
twelve Distribution Dates which occurred in 1998 is set forth below.
1) The total amount of the distribution to Investor
Certificateholders during 1998, per $1,000 interest.....
Class A $70.00
Class B $72.50
Class C $0.00
2) The amount of the distribution set forth in paragraph
1 above in respect of interest on the Investor
Certificates, per $1,000 interest.....................
Class A $70.00
Class B $72.50
Class C $0.00
3) The amount of the distribution set forth in paragraph
1 above in respect of principal on the Investor
Certificates, per $1,000 interest.....................
Class A $0.00
Class B $0.00
Class C $0.00
4) The aggregate amount of Collections of Principal
Receivables processed during the related Due
Periods............................................$6,601,038,025.11
5) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods................................$2,100,187,683.58
6) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Investor Certificates.... $4,598,282,963.44
7) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Investor Certificates...............$1,462,351,478.83
8) The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Investor Certificates.................. $133,833,396.14
9) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Seller Certificate...............$2,002,735,061.67
10)The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Seller Certificate.................. $637,836,204.79
11)The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Seller Certificates.................. $0.00
12)The excess of the Investor Charged-Off Amount
over the sum of (i) payments in respect of the
Available Subordinated Amount and (ii) Excess
Servicing, if any (an "Investor Loss"), per
$1,000 interest................................... $0.00
13)The aggregate amount of Investor Losses in
the Trust as of the end of the day on December
15,1998, per $1,000 interest....................... $0.00
14)The total reimbursed to the Trust from
the sum of the Available subordinated
Amount and Excess Servicing, if any, in
respect of Investor Losses, per $1,000
interest........................................... $0.00
15)The amount of the Investor Monthly Servicing
Fee payable by the Trust to the Servicer......... $144,621,339.38
16)The Class A and Class B Controlled Amortization
Amount Shortfall, as of the end of the reportable year $0.00
Exhibit 21e
SEARS CREDIT ACCOUNT MASTER TRUST II
SERIES 1995-4
1998 ANNUAL STATEMENT
Pursuant to the terms of the letter issued by the Securities and
Exchange Commission dated June 30, 1995 (granting relief
to the Trust from certain reporting requirements of the Securities
Exchange Act of 1934, as amended), aggregated information
regarding the performance of Accounts and payments to Investor
Certificateholders in respect of the Due Periods related to the
twelve Distribution Dates which occurred in 1998 is set forth below.
1) The total amount of the distribution to Investor
Certificateholders during 1998, per $1,000 interest.....
Class A $876.30
Class B $63.50
Class C $439.07
2) The amount of the distribution set forth in paragraph
1 above in respect of interest on the Investor
Certificates, per $1,000 interest.....................
Class A $42.97
Class B $63.50
Class C $0.00
3) The amount of the distribution set forth in paragraph
1 above in respect of principal on the Investor
Certificates, per $1,000 interest.....................
Class A $833.33
Class B $0.00
Class C $439.07
4) The aggregate amount of Collections of Principal
Receivables processed during the related Due
Periods............................................$6,601,038,025.11
5) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods................................$2,100,187,683.58
6) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Investor Certificates.... $4,598,282,963.44
7) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Investor Certificates...............$1,462,351,478.83
8) The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Investor Certificates.................. $133,833,396.14
9) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Seller Certificate...............$2,002,735,061.67
10)The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Seller Certificate.................. $637,836,204.79
11)The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Seller Certificates.................. $0.00
12)The excess of the Investor Charged-Off Amount
over the sum of (i) payments in respect of the
Available Subordinated Amount and (ii) Excess
Servicing, if any (an "Investor Loss"), per
$1,000 interest................................... $0.00
13)The aggregate amount of Investor Losses in
the Trust as of the end of the day on December
15,1998, per $1,000 interest....................... $0.00
14)The total reimbursed to the Trust from
the sum of the Available subordinated
Amount and Excess Servicing, if any, in
respect of Investor Losses, per $1,000
interest........................................... $0.00
15)The amount of the Investor Monthly Servicing
Fee payable by the Trust to the Servicer......... $144,621,339.38
16)The Class A and Class B Controlled Amortization
Amount Shortfall, as of the end of the reportable year $0.00
Exhibit 21f
SEARS CREDIT ACCOUNT MASTER TRUST II
SERIES 1995-5
1998 ANNUAL STATEMENT
Pursuant to the terms of the letter issued by the Securities and
Exchange Commission dated June 30, 1995 (granting relief
to the Trust from certain reporting requirements of the Securities
Exchange Act of 1934, as amended), aggregated information
regarding the performance of Accounts and payments to Investor
Certificateholders in respect of the Due Periods related to the
twelve Distribution Dates which occurred in 1998 is set forth below.
1) The total amount of the distribution to Investor
Certificateholders during 1998, per $1,000 interest.....
Class A $60.50
Class B $62.00
Class C $0.00
2) The amount of the distribution set forth in paragraph
1 above in respect of interest on the Investor
Certificates, per $1,000 interest.....................
Class A $60.50
Class B $62.00
Class C $0.00
3) The amount of the distribution set forth in paragraph
1 above in respect of principal on the Investor
Certificates, per $1,000 interest.....................
Class A $0.00
Class B $0.00
Class C $0.00
4) The aggregate amount of Collections of Principal
Receivables processed during the related Due
Periods............................................$6,601,038,025.11
5) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods................................$2,100,187,683.58
6) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Investor Certificates.... $4,598,282,963.44
7) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Investor Certificates...............$1,462,351,478.83
8) The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Investor Certificates.................. $133,833,396.14
9) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Seller Certificate...............$2,002,735,061.67
10)The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Seller Certificate.................. $637,836,204.79
11)The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Seller Certificates.................. $0.00
12)The excess of the Investor Charged-Off Amount
over the sum of (i) payments in respect of the
Available Subordinated Amount and (ii) Excess
Servicing, if any (an "Investor Loss"), per
$1,000 interest................................... $0.00
13)The aggregate amount of Investor Losses in
the Trust as of the end of the day on December
15,1998, per $1,000 interest....................... $0.00
14)The total reimbursed to the Trust from
the sum of the Available subordinated
Amount and Excess Servicing, if any, in
respect of Investor Losses, per $1,000
interest........................................... $0.00
15)The amount of the Investor Monthly Servicing
Fee payable by the Trust to the Servicer......... $144,621,339.38
16)The Class A and Class B Controlled Amortization
Amount Shortfall, as of the end of the reportable year $0.00
Exhibit 21g
SEARS CREDIT ACCOUNT MASTER TRUST II
SERIES 1996-1
1998 ANNUAL STATEMENT
Pursuant to the terms of the letter issued by the Securities and
Exchange Commission dated June 30, 1995 (granting relief
to the Trust from certain reporting requirements of the Securities
Exchange Act of 1934, as amended), aggregated information
regarding the performance of Accounts and payments to Investor
Certificateholders in respect of the Due Periods related to the
twelve Distribution Dates which occurred in 1998 is set forth below.
1) The total amount of the distribution to Investor
Certificateholders during 1998, per $1,000 interest.....
Class A $62.00
Class B $63.50
Class C $0.00
2) The amount of the distribution set forth in paragraph
1 above in respect of interest on the Investor
Certificates, per $1,000 interest.....................
Class A $62.00
Class B $63.50
Class C $0.00
3) The amount of the distribution set forth in paragraph
1 above in respect of principal on the Investor
Certificates, per $1,000 interest.....................
Class A $0.00
Class B $0.00
Class C $0.00
4) The aggregate amount of Collections of Principal
Receivables processed during the related Due
Periods............................................$6,601,038,025.11
5) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods................................$2,100,187,683.58
6) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Investor Certificates.... $4,598,282,963.44
7) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Investor Certificates...............$1,462,351,478.83
8) The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Investor Certificates.................. $133,833,396.14
9) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Seller Certificate...............$2,002,735,061.67
10)The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Seller Certificate.................. $637,836,204.79
11)The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Seller Certificates.................. $0.00
12)The excess of the Investor Charged-Off Amount
over the sum of (i) payments in respect of the
Available Subordinated Amount and (ii) Excess
Servicing, if any (an "Investor Loss"), per
$1,000 interest................................... $0.00
13)The aggregate amount of Investor Losses in
the Trust as of the end of the day on December
15,1998, per $1,000 interest....................... $0.00
14)The total reimbursed to the Trust from
the sum of the Available subordinated
Amount and Excess Servicing, if any, in
respect of Investor Losses, per $1,000
interest........................................... $0.00
15)The amount of the Investor Monthly Servicing
Fee payable by the Trust to the Servicer......... $144,621,339.38
16)The Class A and Class B Controlled Amortization
Amount Shortfall, as of the end of the reportable year $0.00
Exhibit 21h
SEARS CREDIT ACCOUNT MASTER TRUST II
SERIES 1996-2
1998 ANNUAL STATEMENT
Pursuant to the terms of the letter issued by the Securities and
Exchange Commission dated June 30, 1995 (granting relief
to the Trust from certain reporting requirements of the Securities
Exchange Act of 1934, as amended), aggregated information
regarding the performance of Accounts and payments to Investor
Certificateholders in respect of the Due Periods related to the
twelve Distribution Dates which occurred in 1998 is set forth below.
1) The total amount of the distribution to Investor
Certificateholders during 1998, per $1,000 interest.....
Class A $148.33
Class B $66.50
Class C $52.10
2) The amount of the distribution set forth in paragraph
1 above in respect of interest on the Investor
Certificates, per $1,000 interest.....................
Class A $65.00
Class B $66.50
Class C $0.00
3) The amount of the distribution set forth in paragraph
1 above in respect of principal on the Investor
Certificates, per $1,000 interest.....................
Class A $83.33
Class B $0.00
Class C $52.10
4) The aggregate amount of Collections of Principal
Receivables processed during the related Due
Periods............................................$6,601,038,025.11
5) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods................................$2,100,187,683.58
6) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Investor Certificates.... $4,598,282,963.44
7) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Investor Certificates...............$1,462,351,478.83
8) The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Investor Certificates.................. $133,833,396.14
9) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Seller Certificate...............$2,002,735,061.67
10)The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Seller Certificate.................. $637,836,204.79
11)The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Seller Certificates.................. $0.00
12)The excess of the Investor Charged-Off Amount
over the sum of (i) payments in respect of the
Available Subordinated Amount and (ii) Excess
Servicing, if any (an "Investor Loss"), per
$1,000 interest................................... $0.00
13)The aggregate amount of Investor Losses in
the Trust as of the end of the day on December
15,1998, per $1,000 interest....................... $0.00
14)The total reimbursed to the Trust from
the sum of the Available subordinated
Amount and Excess Servicing, if any, in
respect of Investor Losses, per $1,000
interest........................................... $0.00
15)The amount of the Investor Monthly Servicing
Fee payable by the Trust to the Servicer......... $144,621,339.38
16)The Class A and Class B Controlled Amortization
Amount Shortfall, as of the end of the reportable year $0.00
Exhibit 21i
SEARS CREDIT ACCOUNT MASTER TRUST II
SERIES 1996-3
1998 ANNUAL STATEMENT
Pursuant to the terms of the letter issued by the Securities and
Exchange Commission dated June 30, 1995 (granting relief
to the Trust from certain reporting requirements of the Securities
Exchange Act of 1934, as amended), aggregated information
regarding the performance of Accounts and payments to Investor
Certificateholders in respect of the Due Periods related to the
twelve Distribution Dates which occurred in 1998 is set forth below.
1) The total amount of the distribution to Investor
Certificateholders during 1998, per $1,000 interest.....
Class A $70.00
Class B $71.00
Class C $0.00
2) The amount of the distribution set forth in paragraph
1 above in respect of interest on the Investor
Certificates, per $1,000 interest.....................
Class A $70.00
Class B $71.00
Class C $0.00
3) The amount of the distribution set forth in paragraph
1 above in respect of principal on the Investor
Certificates, per $1,000 interest.....................
Class A $0.00
Class B $0.00
Class C $0.00
4) The aggregate amount of Collections of Principal
Receivables processed during the related Due
Periods............................................$6,601,038,025.11
5) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods................................$2,100,187,683.58
6) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Investor Certificates.... $4,598,282,963.44
7) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Investor Certificates...............$1,462,351,478.83
8) The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Investor Certificates.................. $133,833,396.14
9) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Seller Certificate...............$2,002,735,061.67
10)The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Seller Certificate.................. $637,836,204.79
11)The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Seller Certificates.................. $0.00
12)The excess of the Investor Charged-Off Amount
over the sum of (i) payments in respect of the
Available Subordinated Amount and (ii) Excess
Servicing, if any (an "Investor Loss"), per
$1,000 interest................................... $0.00
13)The aggregate amount of Investor Losses in
the Trust as of the end of the day on December
15,1998, per $1,000 interest....................... $0.00
14)The total reimbursed to the Trust from
the sum of the Available subordinated
Amount and Excess Servicing, if any, in
respect of Investor Losses, per $1,000
interest........................................... $0.00
15)The amount of the Investor Monthly Servicing
Fee payable by the Trust to the Servicer......... $144,621,339.38
16)The Class A and Class B Controlled Amortization
Amount Shortfall, as of the end of the reportable year $0.00
Exhibit 21j
SEARS CREDIT ACCOUNT MASTER TRUST II
SERIES 1996-4
1998 ANNUAL STATEMENT
Pursuant to the terms of the letter issued by the Securities and
Exchange Commission dated June 30, 1995 (granting relief
to the Trust from certain reporting requirements of the Securities
Exchange Act of 1934, as amended), aggregated information
regarding the performance of Accounts and payments to Investor
Certificateholders in respect of the Due Periods related to the
twelve Distribution Dates which occurred in 1998 is set forth below.
1) The total amount of the distribution to Investor
Certificateholders during 1998, per $1,000 interest.....
Class A $64.50
Class B $66.50
Class C $0.00
2) The amount of the distribution set forth in paragraph
1 above in respect of interest on the Investor
Certificates, per $1,000 interest.....................
Class A $64.50
Class B $66.50
Class C $0.00
3) The amount of the distribution set forth in paragraph
1 above in respect of principal on the Investor
Certificates, per $1,000 interest.....................
Class A $0.00
Class B $0.00
Class C $0.00
4) The aggregate amount of Collections of Principal
Receivables processed during the related Due
Periods............................................$6,601,038,025.11
5) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods................................$2,100,187,683.58
6) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Investor Certificates.... $4,598,282,963.44
7) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Investor Certificates...............$1,462,351,478.83
8) The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Investor Certificates.................. $133,833,396.14
9) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Seller Certificate...............$2,002,735,061.67
10)The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Seller Certificate.................. $637,836,204.79
11)The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Seller Certificates.................. $0.00
12)The excess of the Investor Charged-Off Amount
over the sum of (i) payments in respect of the
Available Subordinated Amount and (ii) Excess
Servicing, if any (an "Investor Loss"), per
$1,000 interest................................... $0.00
13)The aggregate amount of Investor Losses in
the Trust as of the end of the day on December
15,1998, per $1,000 interest....................... $0.00
14)The total reimbursed to the Trust from
the sum of the Available subordinated
Amount and Excess Servicing, if any, in
respect of Investor Losses, per $1,000
interest........................................... $0.00
15)The amount of the Investor Monthly Servicing
Fee payable by the Trust to the Servicer......... $144,621,339.38
16)The Class A and Class B Controlled Amortization
Amount Shortfall, as of the end of the reportable year $0.00
Exhibit 21k
SEARS CREDIT ACCOUNT MASTER TRUST II
SERIES 1997-1
1998 ANNUAL STATEMENT
Pursuant to the terms of the letter issued by the Securities and
Exchange Commission dated June 30, 1995 (granting relief
to the Trust from certain reporting requirements of the Securities
Exchange Act of 1934, as amended), aggregated information
regarding the performance of Accounts and payments to Investor
Certificateholders in respect of the Due Periods related to the
twelve Distribution Dates which occurred in 1998 is set forth below.
1) The total amount of the distribution to Investor
Certificateholders during 1998, per $1,000 interest.....
Class A $62.00
Class B $64.00
Class C $0.00
2) The amount of the distribution set forth in paragraph
1 above in respect of interest on the Investor
Certificates, per $1,000 interest.....................
Class A $62.00
Class B $64.00
Class C $0.00
3) The amount of the distribution set forth in paragraph
1 above in respect of principal on the Investor
Certificates, per $1,000 interest.....................
Class A $0.00
Class B $0.00
Class C $0.00
4) The aggregate amount of Collections of Principal
Receivables processed during the related Due
Periods............................................$6,601,038,025.11
5) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods................................$2,100,187,683.58
6) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Investor Certificates.... $4,598,282,963.44
7) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Investor Certificates...............$1,462,351,478.83
8) The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Investor Certificates.................. $133,833,396.14
9) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Seller Certificate...............$2,002,735,061.67
10)The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Seller Certificate.................. $637,836,204.79
11)The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Seller Certificates.................. $0.00
12)The excess of the Investor Charged-Off Amount
over the sum of (i) payments in respect of the
Available Subordinated Amount and (ii) Excess
Servicing, if any (an "Investor Loss"), per
$1,000 interest................................... $0.00
13)The aggregate amount of Investor Losses in
the Trust as of the end of the day on December
15,1998, per $1,000 interest....................... $0.00
14)The total reimbursed to the Trust from
the sum of the Available subordinated
Amount and Excess Servicing, if any, in
respect of Investor Losses, per $1,000
interest........................................... $0.00
15)The amount of the Investor Monthly Servicing
Fee payable by the Trust to the Servicer......... $144,621,339.38
16)The Class A and Class B Controlled Amortization
Amount Shortfall, as of the end of the reportable year $0.00
Exhibit 21L
SEARS CREDIT ACCOUNT MASTER TRUST II
SERIES 1998-1
1998 ANNUAL STATEMENT
Pursuant to the terms of the letter issued by the Securities and
Exchange Commission dated June 30, 1995 (granting relief
to the Trust from certain reporting requirements of the Securities
Exchange Act of 1934, as amended), aggregated information
regarding the performance of Accounts and payments to Investor
Certificateholders in respect of the Due Periods related to the
six Distribution Dates which occurred in 1998 is set forth below.
1) The total amount of the distribution to Investor
Certificateholders during 1998, per $1,000 interest.....
Class A $31.09
Class B $32.17
Class C $0.00
2) The amount of the distribution set forth in paragraph
1 above in respect of interest on the Investor
Certificates, per $1,000 interest.....................
Class A $31.09
Class B $32.17
Class C $0.00
3) The amount of the distribution set forth in paragraph
1 above in respect of principal on the Investor
Certificates, per $1,000 interest.....................
Class A $0.00
Class B $0.00
Class C $0.00
4) The aggregate amount of Collections of Principal
Receivables processed during the related Due
Periods............................................$6,601,038,025.11
5) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods................................$2,100,187,683.58
6) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Investor Certificates.... $4,598,282,963.44
7) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Investor Certificates...............$1,462,351,478.83
8) The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Investor Certificates.................. $133,833,396.14
9) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Seller Certificate...............$2,002,735,061.67
10)The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Seller Certificate.................. $637,836,204.79
11)The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Seller Certificates.................. $0.00
12)The excess of the Investor Charged-Off Amount
over the sum of (i) payments in respect of the
Available Subordinated Amount and (ii) Excess
Servicing, if any (an "Investor Loss"), per
$1,000 interest................................... $0.00
13)The aggregate amount of Investor Losses in
the Trust as of the end of the day on December
15,1998, per $1,000 interest....................... $0.00
14)The total reimbursed to the Trust from
the sum of the Available subordinated
Amount and Excess Servicing, if any, in
respect of Investor Losses, per $1,000
interest........................................... $0.00
15)The amount of the Investor Monthly Servicing
Fee payable by the Trust to the Servicer......... $144,621,339.38
16)The Class A and Class B Controlled Amortization
Amount Shortfall, as of the end of the reportable year $0.00
Exhibit 21m
SEARS CREDIT ACCOUNT MASTER TRUST II
SERIES 1998-2
1998 ANNUAL STATEMENT
Pursuant to the terms of the letter issued by the Securities and
Exchange Commission dated June 30, 1995 (granting relief
to the Trust from certain reporting requirements of the Securities
Exchange Act of 1934, as amended), aggregated information
regarding the performance of Accounts and payments to Investor
Certificateholders in respect of the Due Periods related to the
one Distribution Dates which occurred in 1998 is set forth below.
1) The total amount of the distribution to Investor
Certificateholders during 1998, per $1,000 interest.....
Class A $5.25
Class B $0.00
Class C $0.00
2) The amount of the distribution set forth in paragraph
1 above in respect of interest on the Investor
Certificates, per $1,000 interest.....................
Class A $5.25
Class B $0.00
Class C $0.00
3) The amount of the distribution set forth in paragraph
1 above in respect of principal on the Investor
Certificates, per $1,000 interest.....................
Class A $0.00
Class B $0.00
Class C $0.00
4) The aggregate amount of Collections of Principal
Receivables processed during the related Due
Periods............................................$6,601,038,025.11
5) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods................................$2,100,187,683.58
6) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Investor Certificates.... $4,598,282,963.44
7) The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Investor Certificates...............$1,462,351,478.83
8) The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Investor Certificates.................. $133,833,396.14
9) The aggregate amount of Collections of
Principal Receivables processed during the
related Due Periods which were allocated
in respect of the Seller Certificate...............$2,002,735,061.67
10)The aggregate amount of Collections of Finance
Charge Receivables processed during the
related Due Periods which were allocated in
respect of the Seller Certificate.................. $637,836,204.79
11)The aggregate amount of Additional Allocable
Amounts processed during the related Due
Periods which were allocated in respect of
the Seller Certificates.................. $0.00
12)The excess of the Investor Charged-Off Amount
over the sum of (i) payments in respect of the
Available Subordinated Amount and (ii) Excess
Servicing, if any (an "Investor Loss"), per
$1,000 interest................................... $0.00
13)The aggregate amount of Investor Losses in
the Trust as of the end of the day on December
15,1998, per $1,000 interest....................... $0.00
14)The total reimbursed to the Trust from
the sum of the Available subordinated
Amount and Excess Servicing, if any, in
respect of Investor Losses, per $1,000
interest........................................... $0.00
15)The amount of the Investor Monthly Servicing
Fee payable by the Trust to the Servicer......... $144,621,339.38
16)The Class A and Class B Controlled Amortization
Amount Shortfall, as of the end of the reportable year $0.00
Exhibit 28a
INDEPENDENT ACCOUNTANTS' REPORT
Sears, Roebuck and Co.
Hoffman Estates, Illinois
We have examined management's assertion, included in the accompanying
MANAGEMENT'S REPORT ON INTERNAL CONTROL RELATED TO SERVICING PROCEDURES, that
as of December 31, 1998 Sears, Roebuck and Co. (the "Company") maintained
effective internal control over the servicing and financial reporting
procedures provided to Sears Credit Account Master Trust II (the "Trust")
under the terms of the Pooling and Servicing Agreement (the "Agreement")
dated as of July 31, 1994, as amended, by and among the Company (as
Servicer), SRFG, Inc. (as Seller) and the First National Bank of Chicago (as
Trustee), insofar as such structure relates to the prevention and detection
of errors or irregularities in amounts that would be material to the assets
of the Trust. This assertion is the responsibility of the Company's
management. Our responsibility is to express an opinion on the assertion
based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
obtaining an understanding of the internal control over the servicing and
financial reporting procedures performed by the Company, as Servicer, under
the applicable sections of the Agreement, testing and evaluating the design
and operating effectiveness of the internal control, and such other
procedures as we considered necessary in the circumstances. We believe that
our examination provides a reasonable basis for our opinion.
Because of the inherent limitations in any internal control, misstatements
due to error or fraud may occur and not be detected. Also, projections of
any evaluation of the internal control over servicing and financial reporting
procedures performed by the Company, as Servicer, under the applicable
sections of the Agreement, to future periods are subject to the risk that the
internal control may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may
deteriorate.
In our opinion, management's assertion that the Company maintained effective
internal control over the servicing and financial reporting procedures
provided to the Trust as of December 31, 1998, insofar as such internal
control relates to the prevention and detection of misstatements due to error
or fraud in amounts that would be material to the assets of the Trust, is
fairly stated, in all material respects, based upon criteria established by
"Internal Control - Integrated Framework" issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
February 21, 1999
MANAGEMENT'S REPORT ON INTERNAL CONTROL RELATED TO SERVICING PROCEDURES
The management of Sears, Roebuck and Co. (the "Company") is responsible for
establishing and maintaining effective internal control over the servicing
and financial reporting procedures provided by the Company, as Servicer, to
Sears Credit Account Master Trust II (the "Trust"), under the terms of the
Pooling and Servicing Agreement (the "Agreement") dated as of July 31, 1994,
as amended and supplemented, by and among the Company, as Servicer, SRFG,
Inc., as Seller, and The First National Bank of Chicago, as Trustee.
There are inherent limitations in the effectiveness of any internal control,
including the possibility of human error and the circumvention or overriding
of controls. Accordingly, even effective internal control can provide only
reasonable assurance with respect to the servicing and financial reporting
procedures provided by the Company.
The Company's assessment of its internal control is based on criteria for
effective internal control described in "Internal Control-Integrated
Framework" issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Management believes that the Company maintained
effective internal control over the servicing and financial reporting
procedures provided to the Trust under the terms of the Agreement as of
December 31, 1998, insofar as such internal control relates to the prevention
and detection of misstatements due to error or fraud in amounts that would be
material to the assets of the Trust.
February 21, 1999
/s/Arthur C. Martinez
Arthur C. Martinez
Chairman of the Board of Directors, President, and Chief Executive Officer
