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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 22, 1999
Sears Credit Account Master Trust II
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(Exact name of registrant as specified in charter)
Illinois 0-24776 Not Applicable
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(State of (Commission (IRS Employer
Organization) File Number) Identification No.)
c/o SRFG, Inc.
3711 Kennett Pike
Greenville, Delaware 19807
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (302) 888-3176
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Former name or former address, if changed since last report: Not Applicable
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Item 5. Other Events
Series 1999-1. On March 18, 1999, the registrant made available
to investors a prospectus supplement, dated March 12, 1999, and prospectus,
dated March 12, 1999, with respect to the issuance of $500,000,000 aggregate
principal amount of 5.65% Class A Master Trust Certificates, Series 1999-1, of
the Sears Credit Account Master Trust II (the "Trust"), pursuant to the 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 The First National Bank of Chicago as
Trustee (the "Trustee"), and the Series Supplement to be dated as of March 23,
1999, among SRFG as Seller, Sears as Servicer and the Trustee.
In connection with the issuance of Series 1999-1: (i) Steven M.
Cook, Vice President, Law, of Sears, Roebuck and Co. has delivered an opinion to
SRFG, dated March 22, 1999, regarding the legality of the 5.65% Class A Master
Trust Certificates, Series 1999-1, upon issuance and sale thereof on March 23,
1999; and (ii) Latham & Watkins, counsel to SRFG and Sears, has delivered an
opinion to SRFG and Sears, dated March 22, 1999, as to certain federal tax
matters concerning the 5.65% Class A Master Trust Certificates, Series 1999-1. 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. Exhibits
Exhibit No. Description
Exhibit 5 Opinion of Steven M. Cook, Vice President, Law, of Sears, Roebuck
and Co.
Exhibit 8 Opinion of Latham & Watkins as to certain federal tax matters
concerning the Class A Certificates of Series 1999-1.
Exhibit 23-1 Consent of Steven M. Cook, Vice President, Law, of Sears, Roebuck
and Co. (included in Exhibit 5).
Exhibit 23-2 Consent of Latham & Watkins (included in Exhibit 8)
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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: SRFG, Inc.
(Originator of the Trust)
Date: March 22, 1999 By: /s/ George F. Slook
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George F. Slook
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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Exhibit 5 Opinion of Steven M. Cook, Vice President, Law, of Sears,
Roebuck and Co.
Exhibit 8 Opinion of Latham & Watkins as to certain federal tax matters
concerning the Class A Certificates of Series 1999-1.
Exhibit 23-1 Consent of Steven M. Cook, Vice President, Law, of Sears,
Roebuck and Co. (included in Exhibit 5).
Exhibit 23-2 Consent of Latham & Watkins (included in Exhibit 8)
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Exhibit 5
March 22, 1999
SRFG, Inc. , as Originator
of Sears Credit Account Master Trust II
3711 Kennett Pike
Greenville, Delaware 19807
Re: Sears Credit Account Master Trust II, Series 1999-1
Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, I , Steven M. Cook, Vice President, Law, of Sears,
Roebuck and Co., have examined your Registration Statement on Form S-3
(Registration No. 33-97744), together with the exhibits thereto (as amended, the
"Registration Statement"), registering credit account pass-through certificates
representing undivided interests in the Sears Credit Account Master Trust II
(the "Trust"), and the related Prospectus and Prospectus Supplement, each dated
March 12, 1999 (together, the "Prospectus"), filed by you with the Securities
and Exchange Commission pursuant to Rule 424(b) under the Securities Act of
1933, as amended, relating to the issuance of Series 1999-1 5.65% Class A Master
Trust Certificates (the "Series 1999-1 Certificates"). The Series 1999-1
Certificates will be issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") dated as of July 31, 1994, as amended by the
Amendment to the Pooling and Servicing Agreement, dated as of March 31, 1995, as
further amended by Amendment No. 2 to the Pooling and Servicing Agreement, dated
as of December 21, 1995, and as supplemented by a related Series Supplement (the
"Series 1999-1 Supplement"), a copy of the form of which is included as Exhibit
4.4 to the Registration Statement and the specific terms of which are summarized
in the Prospectus, each by and among SRFG, Inc. (formerly Sears Receivables
Financing Group, Inc.) as Seller (the "Company"), Sears, Roebuck and Co. as
Servicer and The First National Bank of Chicago as Trustee. I am familiar with
the proceedings taken by the Company as originator of the Trust in connection
with the authorization of the issuance and sale of the Series 1999-1
Certificates, and have examined such documents and such questions of law and
fact as I have deemed necessary in order to express the opinion hereinafter
stated.
I am opining herein as to the effect on the subject transactions of
only United States federal law and the laws of the State of New York in reliance
on an opinion of Latham & Watkins of even date herewith, and I express no
opinion with respect to the applicability thereto or the effect thereon of the
laws of any other jurisdiction or as to any matters of municipal law or the laws
of any local agencies within any state.
Based on the foregoing, I am of the opinion, as of the date hereof,
that the Series 1999-1 Certificates, upon issuance and sale thereof in the
manner described in the Prospectus and as provided in the Pooling and Servicing
Agreement and the related Series 1999-1 Supplement, will be validly issued,
fully paid and nonassessable, and enforceable in accordance with their
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terms and entitled to the benefits of the Pooling and Servicing Agreement and
the related Series 1999-1 Supplement, except as the same may be limited by (i)
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights and remedies of
creditors, and (ii) general principles of equity (whether enforcement is
considered in a proceeding at law or in equity) and by the discretion of the
court before which any proceeding therefor may be brought.
In rendering my opinion, I have assumed that, upon or prior to the
issuance and sale of the Series 1999-1 Certificates, (i) the Series 1999-1
Supplement will be duly authorized, executed and delivered by the Trustee, (ii)
all documents required to be executed and delivered in connection with the
issuance and sale of the Series 1999-1 Certificates will be so executed and
delivered by properly authorized persons, and (iii) the purchase prices for the
Class A Certificates of Series 1999-1, as set forth in the table on the cover of
the Prospectus, will be paid to you by the various underwriters named in the
Prospectus.
I hereby consent to the filing of this opinion as part of the
Trust's Current Report on Form 8-K, dated March 22, 1999.
Very truly yours,
/s/ Steven M. Cook
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EXHIBIT 8
[LATHAM & WATKINS LETTERHEAD]
March 22, 1999
SRFG, Inc. Sears, Roebuck and Co.
3711 Kennett Pike 3333 Beverly Road
Greenville, Delaware 19807 Hoffman Estates, Illinois 60179
Re: Sears Credit Account Master Trust II, Series 1999-1
Registration Statement on Form S-3
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3
(Registration No. 33-97744), registering credit card pass-through certificates
representing undivided interests in the Sears Credit Account Master Trust II
(the "Trust") and the related Prospectus and Prospectus Supplement, each dated
March 12, 1999 (together, the "Prospectus"), to be filed by you with the
Securities and Exchange Commission pursuant to Rule 424(b) under the Securities
Act of 1933, as amended, relating to the issuance pursuant to the Registration
Statement of Series 1999-1 5.65% Class A Master Trust Certificates (the "Series
1999-1 Certificates"), you have requested our opinion regarding the description
of material tax consequences related to the issuance of the Series 1999-1
Certificates (the "Offering") as described in the Prospectus. Capitalized terms
not otherwise defined herein have the meanings ascribed to them in the
Prospectus.
Our opinion is based on our examination of the Prospectus, the
Pooling and Servicing Agreement dated as of July 31, 1994, as amended, among
Sears, Roebuck and Co. as Servicer, SRFG, Inc. (formerly Sears Receivables
Financing Group, Inc.) as Seller and The First National Bank of Chicago as
Trustee of the Trust , and such other documents, instruments and information as
we considered necessary. Our opinion also is based on (i) the assumption that
neither the Trustee nor any affiliate thereof will become either the Servicer or
the delegee of the Servicer; (ii) the assumption that all agreements relating to
the creation of the Trust will remain in full force and effect; (iii) the
assumption that all agreements and documents required to be
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SRFG, Inc.
Sears, Roebuck and Co.
March 22, 1999
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executed and delivered in connection with the issuance and sale of the Series
1999-1 Certificates will be so executed and delivered by properly authorized
persons in substantial conformity with the drafts thereof as described in the
Prospectus and such agreements will remain in full force and effect; (iv)
currently applicable provisions of the federal income tax laws, including the
Internal Revenue Code of 1986, as amended, applicable Treasury Regulations
promulgated thereunder, judicial authority and current administrative rulings
and practice; and (v) legal opinions rendered by local tax counsel retained by
Sears and SRFG relating to the income and/or franchise tax laws of Arizona,
Delaware, Georgia, Ohio and Texas (upon which we have relied for purposes of
rendering our opinion with respect to the laws of such states).
Based on the foregoing, as of the date hereof, we adopt and
confirm the statements under the captions "Certain Federal Income Tax
Consequences" and "Certain State Tax Consequences" as our opinion of the
material tax consequences of the Offering, to the extent such statements
constitute legal conclusions.
We hereby consent to the filing of this opinion as part of the
Trust's Current Report on Form 8-K, dated March 22, 1999.
Very truly yours,
/s/ Latham & Watkins
