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United States
Securities and Exchange Commission
Washington, D.C. 20549
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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
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(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 1999-1 5.65% 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 March 12, 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 March 12, 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 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.
Exhibit 4.4 Series 1999-1 Supplement, dated as of March 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 March 23, 1999).
Exhibit 99.1 Series 1999-1 Prospectus Supplement dated March
12, 1999, and Prospectus dated March 12, 1999,
with respect to the 5.65% 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 March 18,
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: March 23, 1999 By: /s/ George F. Slook
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George F. Slook
President and Chief Executive
Officer
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EXHIBIT INDEX
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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 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.
Exhibit 4.4 Series 1999-1 Supplement, dated as of March 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 March 23, 1999).
Exhibit 99.1 Series 1999-1 Prospectus Supplement dated March 12, 1999, and
Prospectus dated March 12, 1999, with respect to the 5.65%
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 March 18, 1999).
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Exhibit 4.3
SEARS, ROEBUCK AND CO.
Servicer
SEARS RECEIVABLES
FINANCING GROUP, INC.
Seller
and
THE FIRST NATIONAL BANK OF CHICAGO
Trustee
on behalf of the Certificateholders
AMENDMENT NO. 2 TO
POOLING AND SERVICING AGREEMENT
Dated as of December 21, 1995
amending
POOLING AND SERVICING AGREEMENT
Dated as of July 31, 1994
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SEARS CREDIT ACCOUNT MASTER TRUST II
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RECITALS
WHEREAS, the parties hereto entered into that certain Pooling
and Servicing Agreement, dated as of July 31, 1994, as amended (the
"Agreement"), by and among Sears, Roebuck and Co., a New York corporation, as
Servicer ("Sears"), Sears Receivables Financing Group, Inc., as Seller ("SRFG")
and The First National Bank of Chicago, a national banking association, as
Trustee (the "Trustee");
WHEREAS, the parties desire to effect certain amendments to
the Agreement pursuant to Section 13.01 thereof.
AGREEMENT
NOW, THEREFORE, THIS AMENDMENT WITNESSETH that, for and in
consideration of the above premises, Sears and SRFG agree with the Trustee as
follows:
I. Definitions
Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Agreement.
II. Amendment to Section 2.07
Section 2.07(f) of the Agreement is amended and restated in
its entirety to read as follows:
(f) Notice to Trustee. Promptly upon receipt
of notice by any officer of the Seller that any liens (other
than those contemplated by this Agreement, the First Amended
and Restated Purchase Agreement and the First Amended and
Restated Contribution Agreement, each dated as of the Initial
Closing Date, between Sears and SRFG, the Receivables
Warehouse Agreement, dated as of December 21, 1995, between
Sears and SRFG and any agreement between Sears and the Bank
regarding the assignment of Accounts to the Bank and the sale
of Receivables to Sears) have been placed on the Receivables,
the Seller shall notify the Trustee of such liens.
III. Miscellaneous
Counterparts. This Amendment may be executed in any number of
counterparts, each of which, when so executed, shall be deemed to be an
original, but all of which shall together constitute but one and the same
instrument.
Governing Law. This Amendment shall be construed in accordance
with the internal laws of the State of Illinois, without reference to its
conflict of law provisions, and the
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obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.
IN WITNESS WHEREOF, SRFG, Sears and the Trustee have caused
this Amendment to be duly executed by their respective officers as of December
21, 1995.
SEARS RECEIVABLES FINANCING GROUP, INC.
as Seller
By: /s/ Stephen D. Carp
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Name: Stephen D. Carp
Title: President
SEARS, ROEBUCK AND CO.
as Servicer
By: /s/ Alice M. Peterson
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Name: Alice M. Peterson
Title: Vice President and Treasurer
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By: /s/ Steven M. Wagner
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Name: Steven M. Wagner
Title: Vice President and Senior Counsel
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