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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): November 18, 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) 434-3176
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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 1999-3. On November 18, 1999, the registrant made available
to investors a prospectus supplement, dated November 15, 1999, and prospectus,
dated November 15, 1999, with respect to the issuance of $400,000,000 aggregate
principal amount of 6.45% Class A Master Trust Certificates, Series 1999-3, 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 Bank One, National Association
(formerly The First National Bank of Chicago) as Trustee (the "Trustee"), and
the Series Supplement to be dated as of November 23, 1999, among SRFG as Seller,
Sears as Servicer and the Trustee.
In connection with the issuance of Series 1999-3, (i) Steven M.
Cook, Deputy General Counsel, Transactions and Securities, of Sears, Roebuck and
Co. has delivered an opinion to SRFG, dated November 18, 1999, regarding the
legality of the 6.45% Class A Master Trust Certificates, Series 1999-3, upon
issuance and sale thereof on November 23, 1999; and (ii) Latham & Watkins,
counsel to SRFG and Sears, has delivered an opinion to SRFG and Sears, dated
November 19, 1999, as to certain federal tax matters concerning the 6.45% Class
A Master Trust Certificates, Series 1999-3. 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
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Exhibit 5 Opinion of Steven M. Cook, Deputy General Counsel, Transactions
and Securities of Sears, Roebuck and Co.
Exhibit 8 Opinion of Latham & Watkins as to certain federal tax matters
concerning the Class A Certificates of Series 1999-3.
Exhibit 23-1 Consent of Steven M. Cook, Deputy General Counsel, Transactions
and Securities 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: November 19, 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, Deputy General Counsel, Transactions
and Securities of Sears, Roebuck and Co.
Exhibit 8 Opinion of Latham & Watkins as to certain federal tax matters
concerning the Class A Certificates of Series 1999-3.
Exhibit 23-1 Consent of Steven M. Cook, Deputy General Counsel, Transactions
and Securities 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
[LETTERHEAD OF SEARS, ROEBUCK AND CO.]
November 18, 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 1999-3
Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, I, Steven M. Cook, Deputy General Counsel 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
November 15, 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 1999-3 6.45% Class A Master
Trust Certificates (the "Series 1999-3 Certificates"). The Series 1999-3
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
("Series 1999-3 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 Bank One, National Association (formerly 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 1999-3 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
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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 1999-3 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 1999-3 Supplement, will be validly issued,
fully paid and nonassessable, and enforceable in accordance with their terms and
entitled to the benefits of the Pooling and Servicing Agreement and the related
Series 1999-3 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 1999-3 Certificates, (i) the Series 1999-3
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 1999-3 Certificates will be so executed and
delivered by properly authorized persons, and (iii) the purchase prices for the
Class A Certificates of Series 1999-3 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 November 18, 1999.
Very truly yours,
/s/ Steven M. Cook
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EXHIBIT 8
[LETTERHEAD OF LATHAM & WATKINS]
November 19, 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 1999-3
Registration Statement on Form S-3
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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
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LATHAM & WATKINS
SRFG, Inc.
Sears, Roebuck and Co.
November 19, 1999
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Supplement, each dated November 15, 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 1999-3
6.45% Class A Master Trust Certificates (the "Series 1999-3
Certificates"), you have requested our opinion regarding the
description of material tax consequences related to the issuance of the
Series 1999-3 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 Bank One, National
Association (formerly 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 executed and delivered in connection with the
issuance and sale of the Series 1999-3 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; (v) currently applicable
provisions of the income tax laws of Illinois, including regulations,
judicial and other authority that we consider relevant; and (vi) 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 November 19, 1999.
Very truly yours,
/s/ Latham & Watkins
