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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SEARS CREDIT ACCOUNT MASTER TRUST II
------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ILLINOIS 0-24776 NOT APPLICABLE
(STATE OF ORGANIZATION) (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
C/O SRFG, INC.
3711 KENNETT PIKE
GREENVILLE, DELAWARE 19807
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(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
SECURITIES TO BE 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 NONE
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT:
SERIES 1999-3 6.45% CLASS A MASTER TRUST CERTIFICATES
(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
ITEM 1 INCORPORATES BY REFERENCE THE "DESCRIPTION OF THE INVESTOR
CERTIFICATES" ON PAGES 24 THROUGH 35 OF THE PROSPECTUS DATED
NOVEMBER 15, 1999 (FILED PURSUANT TO RULE 424(b) AS PART OF
REGISTRATION STATEMENT NO. 33-97744) AND "THE CERTIFICATES" ON
PAGES S-26 THROUGH S-53 OF THE PROSPECTUS SUPPLEMENT DATED
NOVEMBER 15, 1999 (FILED PURSUANT TO RULE 424(b) AS PART OF
REGISTRATION STATEMENT NO. 33-97744).
ITEM 2. EXHIBITS
EXHIBIT 4.1 POOLING AND SERVICING AGREEMENT, DATED AS OF
JULY 31, 1994, AS AMENDED, AMONG SRFG, INC.
(FORMERLY SEARS RECEIVABLES FINANCING GROUP,
INC.) AS SELLER ("SRFG"), SEARS, ROEBUCK AND CO.
AS SERVICER ("SEARS") AND BANK ONE, NATIONAL
ASSOCIATION (FORMERLY THE FIRST NATIONAL BANK OF
CHICAGO) AS TRUSTEE (THE "TRUSTEE")
(INCORPORATED BY REFERENCE TO EXHIBIT 4.1 OF
SEARS CREDIT ACCOUNT MASTER TRUST II'S CURRENT
REPORT ON FORM 8-K DATED AUGUST 16, 1994 AND
FILED ON SEPTEMBER 7, 1994).
EXHIBIT 4.2 AMENDMENT TO THE POOLING AND SERVICING
AGREEMENT, DATED AS OF MARCH 31, 1995, AMONG
SRFG AS SELLER, SEARS AS SERVICER AND THE
TRUSTEE (INCORPORATED BY REFERENCE TO SEARS
CREDIT ACCOUNT MASTER TRUST II'S CURRENT REPORT
ON FORM 8-K DATED MAY 8, 1995).
EXHIBIT 4.3 AMENDMENT NO. 2 TO THE POOLING AND SERVICING
AGREEMENT DATED AS OF DECEMBER 21, 1995, AMONG
SRFG AS SELLER, SEARS AS SERVICER AND THE
TRUSTEE (INCORPORATED BY REFERENCE TO SEARS
CREDIT ACCOUNT MASTER TRUST II'S FORM 8-A DATED
MARCH 23, 1999).
EXHIBIT 4.4 SERIES 1999-3 SUPPLEMENT, DATED AS OF NOVEMBER
23, 1999, AMONG SEARS AS SERVICER, SRFG AS
SELLER AND THE TRUSTEE, INCLUDING THE FORMS OF
INVESTOR CERTIFICATES (INCORPORATED BY REFERENCE
TO EXHIBIT 4.1 OF SEARS CREDIT ACCOUNT MASTER
TRUST II'S CURRENT REPORT ON FORM 8-K DATED
NOVEMBER 23, 1999).
EXHIBIT 99.1 SERIES 1999-3 PROSPECTUS SUPPLEMENT DATED
NOVEMBER 15, 1999, AND PROSPECTUS DATED NOVEMBER
15, 1999, WITH RESPECT TO THE 6.45% CLASS A
MASTER TRUST CERTIFICATES (INCORPORATED BY
REFERENCE TO EXHIBIT 99 OF SEARS CREDIT ACCOUNT
MASTER TRUST II'S CURRENT REPORT ON FORM 8-K
DATED NOVEMBER 30, 1999).
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SIGNATURE
PURSUANT TO THE REQUIREMENTS OF SECTION 12 OF THE SECURITIES EXCHANGE
ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT 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)
DATED: NOVEMBER 23, 1999 BY: /s/ GEORGE F. SLOOK
--------------------------------------
GEORGE F. SLOOK
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO.
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<S> <C>
EXHIBIT 4.1 POOLING AND SERVICING AGREEMENT, DATED AS OF JULY 31, 1994, AS
AMENDED, AMONG SRFG, INC. (FORMERLY SEARS RECEIVABLES FINANCING
GROUP, INC.) AS SELLER ("SRFG"), SEARS, ROEBUCK AND CO. AS
SERVICER ("SEARS") AND BANK ONE, NATIONAL ASSOCIATION (FORMERLY
THE FIRST NATIONAL BANK OF CHICAGO) AS TRUSTEE (THE "TRUSTEE")
(INCORPORATED BY REFERENCE TO EXHIBIT 4.1 OF SEARS CREDIT
ACCOUNT MASTER TRUST II'S CURRENT REPORT ON FORM 8-K DATED
AUGUST 16, 1994 AND FILED ON SEPTEMBER 7, 1994).
EXHIBIT 4.2 AMENDMENT TO THE POOLING AND SERVICING AGREEMENT, DATED AS OF
MARCH 31, 1995, AMONG SRFG AS SELLER, SEARS AS SERVICER AND THE
TRUSTEE (INCORPORATED BY REFERENCE TO SEARS CREDIT ACCOUNT
MASTER TRUST II'S CURRENT REPORT ON FORM 8-K DATED MAY 8, 1995).
EXHIBIT 4.3 AMENDMENT NO. 2 TO THE POOLING AND SERVICING AGREEMENT DATED AS
OF DECEMBER 21, 1995, AMONG SRFG AS SELLER, SEARS AS SERVICER
AND THE TRUSTEE (INCORPORATED BY REFERENCE TO SEARS CREDIT
ACCOUNT MASTER TRUST II'S FORM 8-A DATED MARCH 23, 1999).
EXHIBIT 4.4 SERIES 1999-3 SUPPLEMENT, DATED AS OF NOVEMBER 23, 1999, AMONG
SEARS AS SERVICER, SRFG AS SELLER AND THE TRUSTEE, INCLUDING THE
FORMS OF INVESTOR CERTIFICATES (INCORPORATED BY REFERENCE TO
EXHIBIT 4.1 OF SEARS CREDIT ACCOUNT MASTER TRUST II'S CURRENT
REPORT ON FORM 8-K DATED NOVEMBER 23, 1999).
EXHIBIT 99.1 SERIES 1999-3 PROSPECTUS SUPPLEMENT DATED NOVEMBER 15, 1999, AND
PROSPECTUS NOVEMBER 15, 1999, WITH RESPECT TO THE 6.45% CLASS A
MASTER TRUST CERTIFICATES (INCORPORATED BY REFERENCE TO EXHIBIT
99 OF SEARS CREDIT ACCOUNT MASTER TRUST II'S CURRENT REPORT ON
FORM 8-K DATED NOVEMBER 30, 1999.
</TABLE>
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