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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
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(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
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NONE NONE
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(G) OF THE ACT:
SERIES 1999-2 6.35% CLASS A MASTER TRUST CERTIFICATES
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(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 SEPTEMBER
16, 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 SEPTEMBER 16, 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 1999-2 SUPPLEMENT, DATED AS OF SEPTEMBER
27, 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 SEPTEMBER 27, 1999).
EXHIBIT 99.1 SERIES 1999-2 PROSPECTUS SUPPLEMENT DATED
SEPTEMBER 16, 1999, AND PROSPECTUS DATED SEPTEMBER
16, 1999,
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WITH RESPECT TO THE 6.35% 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 SEPTEMBER 22, 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: SEPTEMBER 27, 1999 BY: /S/ GEORGE F. SLOOK
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GEORGE F. SLOOK
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
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EXHIBIT INDEX
EXHIBIT NO.
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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 1999-2 SUPPLEMENT, DATED AS OF SEPTEMBER 27, 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 SEPTEMBER 27, 1999).
EXHIBIT 99.1 SERIES 1999-2 PROSPECTUS SUPPLEMENT DATED SEPTEMBER 16,
1999, AND PROSPECTUS DATED SEPTEMBER 16, 1999, WITH
RESPECT TO THE 6.35% 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 SEPTEMBER 22, 1999).
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