-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TzpnpgSEDK7uKfvbHWafnj0p6yEEusRft2/2Ib+9m8g5DXDZGlv1ZHYC+FvoxA0q gICf9Zezsz/RlhyQsfaWuA== 0000319256-97-000004.txt : 19970222 0000319256-97-000004.hdr.sgml : 19970222 ACCESSION NUMBER: 0000319256-97-000004 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970214 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEARS ROEBUCK & CO CENTRAL INDEX KEY: 0000319256 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 361750680 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32052 FILM NUMBER: 97532958 BUSINESS ADDRESS: STREET 1: 3333 BEVERLY RD B-5 317A CITY: HOFFMAN ESTATES STATE: IL ZIP: 60179 BUSINESS PHONE: 7082862500 MAIL ADDRESS: STREET 1: 3333 BEVERLY RD B-5 317A CITY: HOFFMAN ESTATES STATE: IL ZIP: 60179 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEARS ROEBUCK & CO CENTRAL INDEX KEY: 0000319256 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 361750680 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3333 BEVERLY RD B-5 317A CITY: HOFFMAN ESTATES STATE: IL ZIP: 60179 BUSINESS PHONE: 7082862500 MAIL ADDRESS: STREET 1: 3333 BEVERLY RD B-5 317A CITY: HOFFMAN ESTATES STATE: IL ZIP: 60179 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 15) SEARS, ROEBUCK AND CO. (Name of Issuer) COMMON SHARES (Title of Class of Securities) 812387 10 8 (CUSIP Number) Check the following box if a fee is being paid with this statement [ ] . (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). CUSIP NO. 812387 10 8 13G 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THE SAVINGS AND PROFIT SHARING FUND OF SEARS EMPLOYEES 36-6032195 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP NA 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION ILLINOIS 5 SOLE VOTING POWER SEE EXHIBIT A 6 SHARED VOTING POWER SEE EXHIBIT A 7 SOLE DISPOSITIVE POWER SEE EXHIBIT A 8 SHARED DISPOSITIVE POWER SEE EXHIBIT A 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE EXHIBIT A 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.755% 12 TYPE OF REPORTING PERSON EP Item 1 (a) Name of Issuer: Sears, Roebuck and Co. (b) Address of Issuer's Principal Executive Offices: 3333 Beverly Road Hoffman Estates, IL 60179 Item 2 (a) Name of Person Filing: The Savings and Profit Sharing Fund of Sears Employee (b) Address of Principal Business Offices: 233 S. Wacker Drive, 51st Floor Chicago, IL 60606-6401 (c) Citizenship: Illinois (d) Title of Class of Securities: Common Shares (e) CUSIP Number 812387 10 8 Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) ( ) Broker or Dealer registered under Section 15 of the Act (b) ( ) Bank as defined in section 3(a)(6) of the Act (c) ( ) Insurance Company as defined in section 3(a)(19) of the Act (d) ( ) Investment Company registered under section 8 of the Investment Company Act (e) ( ) Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) (x) Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F) (g) ( ) Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G); (Note: See Item 7) (h) ( ) Group, in accordance with Section 240.13d-1(b)(1)(ii)(H) Item 4 Ownership If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day of any month described in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following information as of that date and identify those shares which there is a right to acquire. (a) Amount Beneficially Owned: 26,440,360 shares* (b) Percent of Class: 6.755% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote** (ii) shared power to vote or to direct the vote** (iii) sole power to dispose or to direct the disposition of** (iv) shared power to dispose or to direct the disposition of** Item 5 Ownership of Five Percent or less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6 Ownership of More than Five Percent on Behalf of Another Person. Not Applicable Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company Not Applicable Item 8 Identification and Classification of Members of the Group. Not Applicable Item 9 Notice of Dissolution of Group Not Applicable Item 10 Certification By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 11, 1997 THE SAVINGS AND PROFIT SHARING FUND OF SEARS EMPLOYEES By /S/Barry H. Pike Barry H. Pike Plan Administrator EXHIBIT A The Sears common shares are held by two separate, independent trustees. As of December 31, 1996 The Northern Trust Company of New York ("Northern") held 26,440,360 Sears shares on behalf of participants in The Savings and Profit Sharing Fund of Sears Employees (the "Fund"). U.S. Trust, trustee of the Sears, Roebuck and Co. Employee Stock Ownership Trust, held less than five (5) percent of Sears shares. Members of the Fund are entitled to give instructions to Northern with respect to the voting of the Sears shares credited to their accounts in the Fund. The shares credited to the account of those members who forward voting instructions are voted in accordance with their instructions. If at least 50% of the shares are voted by the members, the shares for which voting instructions have not been received from members, by the date specified by Northern, as well as unallocated shares held by Northern and U.S. Trust, are voted in the same proportions as all Sears common shares held under the Plan with respect to which directions are received by Northern from members of the Fund. If less than 50% of the shares are voted by Fund members, Northern will vote the shares for which no instructions were received in its discretion and U.S. Trust will vote the shares held in the suspense account in its discretion. The Investment Committee of the Fund has appointed Sears Investment Management Co. ("SIMCO"), a wholly owned subsidiary of Sears and a registered investment adviser under the Investment Advisers Act of 1940, as investment manager. As investment manager, SIMCO possesses investment management powers and serves at the pleasure of the Investment Committee. The filing of this Schedule 13G shall not be construed as an admission that the Fund or the trustees of the Fund, are for the purposes of Sections 13 (d) or 13 (g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities referred to in this Schedule 13G. -----END PRIVACY-ENHANCED MESSAGE-----