-----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, L9R6pnHCNzVMJ01+foe5boiUdo36EnOrStAd7EjXQIhqZSK8T2ZG+16sxKCm1E9z wo5DUJINMMRGxkPUUff7iQ== 0000950137-02-004122.txt : 20020802 0000950137-02-004122.hdr.sgml : 20020802 20020801203236 ACCESSION NUMBER: 0000950137-02-004122 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20020802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEARS ROEBUCK ACCEPTANCE CORP CENTRAL INDEX KEY: 0000088255 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 510080535 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-92082 FILM NUMBER: 02717778 BUSINESS ADDRESS: STREET 1: 3711 KENNETT PIKE CITY: GREENVILLE STATE: DE ZIP: 19807 BUSINESS PHONE: 3024343112 FILER: 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: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-92082-01 FILM NUMBER: 02717779 BUSINESS ADDRESS: STREET 1: 3333 BEVERLY RD B-5 317A CITY: HOFFMAN ESTATES STATE: IL ZIP: 60179 BUSINESS PHONE: 8472862500 MAIL ADDRESS: STREET 1: 3333 BEVERLY RD B-5 317A CITY: HOFFMAN ESTATES STATE: IL ZIP: 60179 S-3/A 1 c70545a1sv3za.txt AMENDMENT NO. 1 TO FORM S-3 As filed with the Securities and Exchange Commission on August 2, 2002 Registration Statement No. 333-92082 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SEARS ROEBUCK SEARS, ROEBUCK AND CO. ACCEPTANCE CORP. (Exact Name of Co-Registrant (Exact Name of Registrant as as Specified in Its Charter) Specified in Its Charter) DELAWARE NEW YORK (State or Other Jurisdiction of Incorporation or (State or Other Jurisdiction of Incorporation or Organization) Organization) 51-0080535 36-1750680 (IRS Employer Identification No.) (IRS Employer Identification No.) 3711 KENNETT PIKE 3333 BEVERLY ROAD GREENVILLE, DELAWARE 19087 HOFFMAN ESTATES, ILLINOIS 60179 (302) 434-3100 (847) 286-2500 (Address, Including Zip Code, and Telephone Number, (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Including Area Code, of Co-Registrant's Principal Executive Offices) Executive Offices) KEITH E. TROST ANASTASIA D. KELLY PRESIDENT SENIOR VICE PRESIDENT AND GENERAL COUNSEL SEARS ROEBUCK ACCEPTANCE CORP. SEARS, ROEBUCK AND CO. 3711 KENNETT PIKE 3333 BEVERLY ROAD GREENVILLE, DELAWARE 19807 HOFFMAN ESTATES, ILLINOIS 60179 (302) 434-3100 (847) 286-2500 (Name, Address, Including Zip Code, and Telephone (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Number, Including Area Code, of Agent For Service) Copies to: ELIZABETH A. RAYMOND JANET L. FISHER MAYER, BROWN, ROWE & MAW CLEARY, GOTTLIEB, STEEN & HAMILTON 190 SOUTH LASALLE STREET ONE LIBERTY PLAZA CHICAGO, ILLINOIS 60603 NEW YORK, NEW YORK 10006 (312) 782-0600 (212) 225-2000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by market conditions. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ X ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of earlier effective registration statement for the same offering. [ ]________________ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] _________________________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ X ] THE REGISTRANT AND CO-REGISTRANT HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THEY SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ================================================================================ THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED AUGUST 2, 2002 SEARS ROEBUCK ACCEPTANCE CORP. $9,500,000,000 DEBT SECURITIES -------------------- Sears Roebuck Acceptance Corp. ("SRAC") may from time to time sell up to $9,500,000,000 aggregate initial offering price of its debt securities. These debt securities may consist of debentures, notes or other types of unsecured debt. This prospectus contains a general description of the debt securities that SRAC may offer for sale. All remaining material terms of these debt securities will be described in supplements to this prospectus. -------------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. -------------------- August , 2002 SRAC HAS NOT AUTHORIZED ANY DEALER, SALESMAN OR OTHER PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND THE ACCOMPANYING SUPPLEMENT TO THIS PROSPECTUS. YOU MUST NOT RELY UPON ANY INFORMATION OR REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT AS IF SRAC HAD AUTHORIZED IT. THIS PROSPECTUS AND THE ACCOMPANYING SUPPLEMENT TO THIS PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH THEY RELATE, NOR DO THIS PROSPECTUS AND THE ACCOMPANYING SUPPLEMENT TO THIS PROSPECTUS CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. THE INFORMATION CONTAINED IN THIS PROSPECTUS AND THE SUPPLEMENT TO THIS PROSPECTUS IS ACCURATE AS OF THE DATES ON THEIR COVERS. WHEN SRAC DELIVERS THIS PROSPECTUS OR A SUPPLEMENT OR MAKES A SALE PURSUANT TO THIS PROSPECTUS, SRAC IS NOT IMPLYING THAT THE INFORMATION IS CURRENT AS OF THE DATE OF THE DELIVERY OR SALE. -------------------------------- In connection with the issue of any debt securities, an underwriter, if any, disclosed as stabilizing manager in the applicable supplement to this prospectus, or any person acting for it, may over-allot or effect transactions with a view to supporting the market price of such debt securities or any associated securities at a level higher than that which might otherwise prevail for a limited period after the issue date. However, there may be no obligation on such stabilizing manager or any agent of it to do this. Such stabilizing, if commenced, may be discontinued at any time, and must be brought to an end after a limited period. TABLE OF CONTENTS PROSPECTUS Available Information .............................................. 3 Reports to Holders of Debt Securities .............................. 3 Incorporation of Certain Documents by Reference .................... 3 Sears Roebuck Acceptance Corp. ..................................... 4 Use of Proceeds .................................................... 4 Ratio of Earnings to Fixed Charges ................................. 4 Description of Debt Securities ..................................... 5 Plan of Distribution ............................................... 9 Legal Opinion ...................................................... 10 Experts ............................................................ 10 2 AVAILABLE INFORMATION SRAC and Sears, Roebuck and Co. ("Sears"), SRAC's parent, are required to file reports and other information with the Securities and Exchange Commission. Sears also files proxy statements with the Commission. You can inspect and copy these reports, proxy statements and other information at the public reference facilities of the Commission, in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. You can also obtain copies of these materials from the public reference room of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. You may call the Commission at 1-800-SEC-0330 for information on the operation of the public reference room. The Commission also maintains a web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission (http://www.sec.gov). You can inspect reports and other information concerning SRAC and Sears at the office of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005. You can also inspect reports, proxy statements and other information concerning Sears at the offices of the Chicago Stock Exchange Incorporated, 440 South LaSalle Street, Chicago, Illinois 60605, and the Pacific Exchange, Inc., 301 Pine Street, San Francisco, California 94104. SRAC and Sears have filed a registration statement and related exhibits with the Commission under the Securities Act of 1933, as amended. The registration statement contains additional information about SRAC, Sears and the debt securities. You may inspect the registration statement and exhibits without charge at the office of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and you may obtain copies from the Commission at prescribed rates. REPORTS TO HOLDERS OF DEBT SECURITIES SRAC will send its annual reports to the holders of its debt securities. These annual reports will include financial information that independent public accountants have audited and reported on, as well as other information about SRAC. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE SRAC and Sears incorporate and make part of this prospectus by reference the following documents, filed by SRAC and Sears with the Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended: - the Annual Reports on Form 10-K for the fiscal year ended December 29, 2001, filed by SRAC and Sears; - the Quarterly Reports on Form 10-Q for the quarter ended March 30, 2002, filed by SRAC and Sears; - the Quarterly Report on Form 10-Q/A for the quarter ended March 30, 2002, filed by Sears; - the Current Reports on Form 8-K for January 10, January 17, April 10, April 19, May 17 and July 18, 2002, filed by Sears; - the Current Reports on Form 8-K for March 29, May 31 and July 2, 2002, filed by SRAC; and - all documents filed by SRAC or Sears with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, on or after the date of this prospectus and before SRAC stops offering the debt securities. To receive a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they are specifically incorporated by reference in the documents), call or write Sears Roebuck Acceptance Corp., 3711 Kennett Pike, Greenville, Delaware 19807, Attention: Vice President, Finance (302/434-3100). 3 SEARS ROEBUCK ACCEPTANCE CORP. SRAC is a wholly owned subsidiary of Sears that was incorporated under the laws of Delaware in 1956. Its general offices are located at 3711 Kennett Pike, Greenville, Delaware 19807 (302/434-3100). It raises funds primarily by issuing commercial paper, medium-term notes and discrete underwritten debt. It uses the proceeds from its borrowings to acquire short-term notes of Sears and, on occasion, to purchase outstanding receivable balances from Sears. Sears, a multi-line retailer that conducts domestic and international merchandising and credit operations, uses the funds it obtains from SRAC for general funding purposes. SRAC, and not Sears, will be solely responsible for repaying the debt securities. SRAC generates income primarily from the earnings on its investment in the notes and receivable balances of Sears. Sears presently calculates the interest rate on its notes so that SRAC maintains an earnings to fixed charges ratio of at least 1.25. The yield on SRAC's investment in Sears notes is related to SRAC's borrowing costs. As a result, movements in interest rates and changes in Sears borrowing requirements cause SRAC's earnings to fluctuate. The indenture relating to SRAC's debt securities requires SRAC to maintain a ratio of earnings to fixed charges of not less than 1.10 for any fiscal quarter (determined in accordance with Item 503(d) of Regulation S-K promulgated by the Commission) and to cause Sears to maintain ownership of all of SRAC's voting stock as long as any of SRAC's debt securities are outstanding. Sears has agreed to pay SRAC the amounts that are necessary for SRAC to maintain an earnings to fixed charges ratio of at least 1.10 and has agreed to maintain ownership of all of SRAC's voting stock as long as any of SRAC's debt securities are outstanding. See "Description of Debt Securities - Indenture Restrictions." As of August 1, 2002, SRAC had 10 employees. USE OF PROCEEDS SRAC generally will add the net proceeds it receives from the sale of its debt securities to its general funds and use the proceeds to reduce its short-term debt. As indicated in this prospectus under the heading "Sears Roebuck Acceptance Corp.," SRAC's principal business is purchasing short-term notes of Sears. Additionally, SRAC occasionally purchases receivable balances from Sears domestic credit operations. SRAC expects to incur additional debt, but has not yet determined how much or the terms of this debt. SRAC will make these determinations from time to time based on economic conditions and certain capital requirements of Sears. SRAC anticipates that Sears and its subsidiaries will continue their practice of short-term borrowing and will occasionally incur additional long-term debt and engage in securitization programs in which Sears and its subsidiaries sell interests in pools of credit card receivables in public or private transactions. Sears also occasionally may issue equity securities. RATIO OF EARNINGS TO FIXED CHARGES Sears presently calculates the interest rate on SRAC's investment in Sears notes to provide SRAC with earnings sufficient to cover its fixed charges at least 1.25 times. The ratios of earnings to fixed charges for SRAC and Sears for the interim period and the years ended on the dates set forth in the following table were as follows:
13 WEEKS ENDED MARCH 30, DECEMBER 29, DECEMBER 30, JANUARY 1, JANUARY 2, JANUARY 3, 2002 2001 2000 2000 1999 1998 --------- ------------ ------------ ---------- ---------- ---------- SRAC(A)................ 1.26 1.26 1.26 1.25 1.26 1.25 Sears(B)............... 2.29 1.76 2.59 2.72 2.19 2.36
- ---------- (A) Calculated as follows: earnings = net income + fixed charges + income taxes --------------------------------------------------------------------------- fixed charges = interest expense + amortization of debt discount and expense (B) Calculated as follows: earnings = income before income taxes, minority interest and extraordinary loss -- undistributed net income (loss) of unconsolidated subsidiaries + fixed charges (excluding interest capitalized) --------------------------------------------------------------------------- fixed charges = interest expense + amortization of debt discount and expense + the portion of operating lease rentals which Sears estimates represents the interest element in such rentals + interest capitalized 4 DESCRIPTION OF DEBT SECURITIES This prospectus describes certain general terms and provisions of SRAC's unsecured debt securities. When SRAC offers to sell a particular series of debt securities, it will describe the specific terms of the series in a supplement to this prospectus. SRAC will also indicate in the supplement whether the general terms and provisions described in this prospectus apply to a particular series of debt securities. SRAC has entered into an indenture with JPMorgan Chase Bank, as trustee, and will issue its debt securities under that indenture or under another indenture into which it may enter with another eligible trustee. SRAC will identify the trustee and the particular indenture under which it is issuing its debt securities in the supplement to this prospectus. The following sections summarize certain provisions of SRAC's debt securities and indenture. This summary is qualified by and subject to the actual provisions of the indenture under which SRAC is issuing its debt securities. SRAC has filed the indenture with the Commission and is incorporating it by reference in this prospectus. Where this summary refers to particular provisions of the indenture in parentheses the provisions are incorporated by reference. GENERAL TERMS The debt securities will be unsecured obligations of SRAC. SRAC can issue an unlimited amount of debt securities under the indenture, and can issue them from time to time in one or more series. If any of the following terms apply to a particular series of debt securities that SRAC offers to sell, the supplement to this prospectus will describe the applicable terms: - the title - any limit on the aggregate principal amount - the maturity date or dates - the issue price - the interest rate or rates (which may be fixed or variable) - the date from which interest will accrue - the interest payment dates (including the first interest payment date) - the record dates for the interest payment dates - any optional or mandatory redemption, conversion or exchange provisions and whether you have or SRAC has the right to use these provisions - any subordination provisions - any sinking fund provisions - the amount payable upon acceleration of the maturity date, if the amount is not the principal amount of the debt securities - the terms of any warrants attached to the debt securities - the currencies that you may use to purchase the debt securities and that SRAC may use to pay principal, any premium and interest - any index SRAC will use to determine the amount of principal, premium and interest payments - whether SRAC will issue the debt securities as one or more global securities to be held for investors by a depository and, if so, the name of the depository 5 - the places where the principal, any premium and interest will be payable, if those places are not set forth in the indenture - any other terms that are consistent with the indenture that may modify or delete any provision of the indenture to the extent the provision applies to such series SRAC will pay principal, any premium and any interest at the office of the paying agent it maintains for such purposes in the Borough of Manhattan of The City of New York. You may transfer your beneficial interests in debt securities (other than debt securities represented by global securities) at the same office. SRAC may also designate other locations for payments and transfers in the city in which its principal executive offices are located or the city in which the principal corporate trust office of the trustee is located. Unless SRAC specifies otherwise in the supplement to this prospectus, the locations for payment and transfer initially will include the principal corporate trust office of the trustee in the Borough of Manhattan of The City of New York and SRAC's principal executive offices in Greenville, Delaware. SRAC will pay interest on its debt securities by checks mailed to you at your registered address, unless you make other arrangements or the debt securities are represented by a global security. (Sections 2.5, 3.1, 3.2) If the debt securities are represented by global securities, SRAC will provide information about payment of principal, any premium and interest and about transfers of beneficial interests in the global securities in the supplement to this prospectus. If SRAC has indicated in the supplement to this prospectus that it will pay principal, any premium and interest in a currency other than U.S. dollars and that currency is unavailable for payment due to circumstances beyond SRAC's control, SRAC will pay the principal, any premium and interest in U.S. dollars. The exchange rate will be the most recent noon buying rate in New York City for cable transfers in the unavailable currency, as certified for customs purposes by the Federal Reserve Bank of New York. However, if the unavailable currency is the European Currency Unit, the exchange rate will be the most recent rate determined by the Council of European Communities. (Section 2.12) SRAC will issue its debt securities only in fully registered form, without coupons. The debt securities will be issued in denominations of $1,000 or an integral multiple of $1,000, unless SRAC indicates otherwise in the supplement to this prospectus. (Section 2.2) You will not have to pay a service charge to register a transfer or exchange of debt securities. However, SRAC may require you to pay an amount sufficient to cover any tax or other governmental charge in connection with the transfer or exchange. (Section 2.5) SRAC may issue debt securities at a discounted price with provisions that permit it to pay less than the principal amount if the holders of the debt securities accelerate the maturity date as a result of a continuing default. If SRAC chooses to issue these discounted debt securities, it will describe the federal income tax consequences and other special considerations in the supplement to this prospectus. If your beneficial interest in these debt securities are held of record in the name of a depositary or other nominee, you must notify such depositary or nominee to take action, under the indenture or otherwise, on your behalf as holder of the debt securities. INDENTURE RESTRICTIONS The indenture provides that SRAC will maintain a ratio of earnings to fixed charges in every fiscal quarter of at least 1.10 and that it will cause Sears to maintain ownership of all of SRAC's voting stock. SRAC determines its ratio of earnings to fixed charges in accordance with Item 503(d) of Regulation S-K promulgated by the Commission, as in effect on the date of the indenture. SRAC has letter agreements with Sears pursuant to which Sears has agreed, for the benefit of the holders of SRAC's debt securities, that - Sears will pay SRAC amounts which, when added to SRAC's other earnings, will be sufficient for SRAC to maintain the fixed charge coverage ratio required by the indenture; and - Sears will maintain ownership of SRAC's voting stock as long as SRAC is required to cause Sears to do so. 6 The indenture provides that SRAC will cause Sears to observe and perform in all material respects all covenants or agreements of Sears contained in the letter agreements and will not amend, waive, terminate or otherwise modify any provision of the letter agreements. (Section 3.6) DEFAULTS If any of the following occur in connection with any series of SRAC's debt securities, SRAC will be in default under those debt securities: - if SRAC fails to pay the principal amount and any premium on the series when due and payable; - if SRAC fails for 30 days after any interest payment date to pay any interest that has become due (unless it deposits the entire amount due with the trustee or with a paying agent within 30 days after the due date); - if SRAC fails to perform any of its other covenants under the indenture that apply to that series of debt securities and does not cure that failure for 60 days after it receives written notice that it has failed to perform from holders of a majority of the principal amount of the particular series of debt securities or the trustee; - if any of SRAC's creditors or creditors of Sears, including holders of SRAC's debt securities from a different series, accelerates the maturity date of $100,000,000 or more in principal amount of SRAC debt or Sears debt as a result of an event of default under any relevant mortgage, indenture or instrument, and that creditor does not rescind or annul the acceleration within 30 days after SRAC receives written notice from holders of a majority of the principal amount of the particular series of debt securities or the trustee; however, if the maturity date was accelerated as a result of compliance with applicable laws, court orders or governmental decrees or if the default is remedied or cured by SRAC or Sears or waived by the holders thereof or the debt is discharged prior to the time that the holders of the particular series of SRAC debt securities or the trustee take action to accelerate the maturity of these SRAC debt securities, then SRAC will not be in default under this provision; - if SRAC takes specified actions in connection with a bankruptcy, insolvency or reorganization; or - if SRAC commits an act or omission that the supplement to this prospectus identifies as an event of default. Unless the supplement to this prospectus specifies otherwise, if SRAC defaults on a particular series of debt securities and the default is continuing, the holders of a majority of the principal amount of the outstanding debt securities of that series may accelerate the maturity date of those debt securities. To accelerate the maturity date, those holders must declare that the principal amount of the debt securities of that series is immediately due and payable. In certain circumstances, holders of a majority of the principal amount of outstanding debt securities of the series may annul the acceleration of the maturity date. (Section 6.1) Within 90 days after a default for any series of debt securities occurs, the trustee must notify the holders of debt securities of that series of the default if it is known to the trustee and SRAC has not remedied it. A default means the events specified above without the grace periods or notice. The trustee may withhold notice to the holders of such debt securities of any default (except in the payment of principal or interest) if it in good faith considers such withholding to be in the best interests of the holders. (Section 10.3) SRAC is required to file an annual certificate with the trustee, signed by an officer, about any default by SRAC under any provision of the indenture. (Section 3.4) Before holders of debt securities have a right to institute a proceeding to enforce the indenture or to obtain a remedy provided for by the indenture: - holders of debt securities must notify the trustee of a default in writing; - holders of a majority of the principal amount of outstanding debt securities of the particular series must request in writing that the trustee institute the proceeding; 7 - holders of a majority of the principal amount of outstanding debt securities of the particular series must offer reasonable indemnity to the trustee if the trustee institutes the proceeding; and - the trustee must neglect or refuse to institute the proceeding within a reasonable time. These requirements do not prevent a holder from enforcing the payment of principal and interest on the debt securities held by such holder on or after the relevant principal or interest due dates. (Section 6.7) MODIFICATION OR AMENDMENT OF THE INDENTURE SRAC may amend the indenture with the consent of the holders of a majority of the aggregate principal amount of the outstanding debt securities of each series affected by the amendment. However, SRAC may not make any amendment without the consent of the holders of each affected debt security then outstanding if that amendment will: - permit SRAC to change the time of payment of any payment on the debt securities, reduce any payment on the debt securities, or change the currency in which SRAC makes any payments on the debt securities; or - reduce the percentage of holders of any series of debt securities whose consent is required to amend the indenture. (Article XI) DEFEASANCE Termination of Specified Obligations Unless SRAC provides otherwise in the supplement to this prospectus, SRAC may terminate some of its obligations under the indenture with respect to the debt securities of any series by depositing with the trustee or a paying agent, in trust, any combination of the following in an amount sufficient to pay the principal, any premium and each installment of interest on the debt securities of that series on the dates these payments are due: - money; - securities backed by the full faith and credit of the United States of America that the issuer cannot call or redeem (if the debt securities with respect to which SRAC is terminating some of its obligations are denominated in U.S. dollars); - specified depository receipts for any non-callable and non-redeemable securities backed by the full faith and credit of the United States of America, or for a specific payment of interest on or principal of any such securities, issued by a bank or trust company as custodian (if the debt securities with respect to which SRAC is terminating some of its obligations are denominated in U.S. dollars); or - other securities that, when deposited in trust, alone or in combination with other items in this list, will result in a nationally recognized rating agency rating SRAC's debt securities in the highest generic long-term debt rating category applicable to debt issued by an issuer that has been released from its obligations to the same extent that SRAC has been (if the debt securities with respect to which SRAC is terminating some of its obligations are denominated in a foreign currency). As a prerequisite to establishing such a trust, in addition to other requirements, SRAC must receive a ruling from the Internal Revenue Service or an opinion of counsel who is not its employee. The ruling or opinion must state that the holders of the debt securities with respect to which SRAC is terminating some of its obligations will not recognize income, gain or loss for federal income tax purposes as a result of the deposit with the trustee and termination of these obligations. The ruling or opinion must also state that those holders will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if SRAC had not deposited money or securities with the trustee and terminated these obligations. SRAC must also receive an opinion of counsel stating that, after 90 days, either the trust deposit will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or that the holders' rights would be adequately protected despite the application of such laws to the trust funds. 8 Notwithstanding the deposit with the trustee or paying agent and compliance with the additional requirements described above or in the indenture, SRAC's obligations under the indenture to do the following with respect to a series will remain in full force and effect until SRAC has paid the debt securities of that series in full: - pay principal, premium (if any) and interest; - register the transfer or exchange of the debt securities; - replace mutilated, destroyed, lost and stolen debt securities; - maintain paying agencies; and - hold monies for payment in trust. (Section 13.4) If and when the Internal Revenue Service can provide a ruling, or counsel can provide an opinion as described above, without reliance upon the continuation of SRAC's obligations regarding the payment of principal, premium (if any) and interest, then SRAC may discharge the indenture with respect to the particular series of debt securities - including its payment obligations - by delivering the ruling or opinion to the trustee and satisfying the other conditions provided for in the indenture. (Section 13.4) Under present ruling positions of the Internal Revenue Service, SRAC cannot obtain such a ruling or opinion. Discharge of the Indenture SRAC may also discharge the indenture, and all of its obligations under the indenture, with respect to a particular series of debt securities - including its payment obligations - if: - all securities issued under the indenture have been canceled or delivered to the trustee to be canceled; or - all securities issued under the indenture that have not been canceled - have become due and payable in accordance with their terms, or - will become due and payable in accordance with their terms within one year, or - will be called for redemption within one year under arrangements that satisfy the trustee. To discharge the indenture in these circumstances, SRAC must deposit trust funds with the trustee in an amount sufficient to pay all principal, interest and premiums on the outstanding securities until they mature or are redeemed. SRAC must also deliver a certificate of one of its officers and an opinion of counsel, each stating that SRAC has complied with all conditions precedent to the satisfaction and discharge of the indenture. (Section 13.1) REGARDING THE TRUSTEE JPMorgan Chase Bank, which is the trustee under the indenture, performs other services for SRAC. PLAN OF DISTRIBUTION SRAC may sell its debt securities to or through underwriters, directly to other purchasers or through agents. SRAC anticipates offering its debt securities directly to brokers or dealers, investment companies, insurance companies, banks, savings and loan associations and trust companies or similar institutions, and to trusts for which a bank, savings and loan association, trust company or investment adviser is the trustee or is authorized to make investment decisions. SRAC may distribute its debt securities from time to time in one or more transactions: - at a fixed price or prices, which may change; 9 - at market prices prevailing at the time of sale; - at prices related to such prevailing market prices; or - at negotiated prices. The supplement to this prospectus will describe the method of distribution of any particular series of debt securities. In connection with the sale of its debt securities, SRAC, or the purchasers of debt securities for whom the underwriters may act as agents, may compensate the underwriters in the form of discounts, concessions or commissions. Underwriters may sell SRAC's debt securities to or through dealers and may compensate the dealers in the form of discounts, concessions or commissions. Dealers may also receive commissions from the purchasers of debt securities, for whom they may act as agents. Under the Securities Act of 1933, as amended, the Commission may deem underwriters, dealers and agents that participate in the distribution of debt securities to be underwriters. The Commission also may deem any discounts, commissions or concessions and any profit on the resale of debt securities to be underwriting discounts and commissions under the Securities Act of 1933, as amended. The supplement to this prospectus will identify any such underwriter or agent and will describe any such compensation. SRAC may enter into agreements to indemnify underwriters, dealers and agents that participate in the distribution of its debt securities against certain liabilities, including liabilities under the Securities Act. LEGAL OPINION Unless otherwise specified in the supplement to this prospectus, Anastasia D. Kelly, Senior Vice President and General Counsel of Sears, will pass upon the legality of the debt securities for SRAC. EXPERTS The financial statements of SRAC and the financial statements and the related financial statement schedules of Sears incorporated in this prospectus by reference from SRAC's and Sears' Annual Reports on Form 10-K for the year ended December 29, 2001 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of Deloitte & Touche LLP given upon the authority of Deloitte & Touche LLP as experts in accounting and auditing. 10 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. S.E.C. Registration Fee $ 874,000 Rating Agencies' Fees* 1,200,000 Trustee's Fees* 25,000 Printing* 220,000 Legal Fees* 200,000 Auditors' Fees* 225,000 Stock Exchange Fees* 95,000 Miscellaneous* 61,000 ------------- Total $ 2,900,000 ============= ---------------- * Estimated ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Sears Roebuck Acceptance Corp. ("SRAC") is a Delaware corporation. Section 145 of the General Corporation Law of the State of Delaware ("GCL") provides that a Delaware corporation has the power to indemnify its officers and directors in certain circumstances. Subsection (a) of Section 145 of the GCL empowers a corporation to indemnify any director or officer, or former director or officer, of the corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding provided that such director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, provided that such director or officer had no reasonable cause to believe his or her conduct was unlawful. Subsection (b) of Section 145 empowers a corporation to indemnify any director or officer, or former director or officer, who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorney's fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit provided that such director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such director or officer shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action was brought shall determine that despite the adjudication of liability such director or officer is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. II-1 Section 145 further provides that to the extent a present or former director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) thereof or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and the corporation may purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such whether or not the corporation would have the power to indemnify him or her against such liabilities under Section 145. Article 11 of SRAC's Certificate of Incorporation generally provides for indemnification of SRAC's officers and directors against expenses actually and necessarily incurred by them by reason of being directors or officers of SRAC, except that directors and officers are not entitled to indemnification for expenses in matters in which such director or officer was adjudged to be liable for negligence or misconduct in the performance of his or her duties as such director or officer. Sears, Roebuck and Co. ("Sears") is a New York corporation. Sections 721 through 726 of the New York Business Corporation Law ("BCL") provide that, in certain circumstances, a corporation may indemnify its directors and officers against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of any actual or threatened action or proceeding against such directors or officers, or by or in the right of any other enterprise which such directors or officers served in any capacity at the request of the corporation, by reason of the fact that such person acted in any of the capacities set forth above, if such director or officer (i) acted, in good faith, for a purpose which he or she reasonably believed to be in or not opposed to the best interests of the corporation and, (ii) in criminal actions or proceedings, had no reasonable cause to believe that his or her conduct was unlawful; provided, however, that no indemnification may be provided where a final adjudication adverse to the director or officer establishes that his or her actions were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action adjudicated, or that he or she personally gained a financial profit or other advantage to which he or she was not legally entitled. A corporation is required to indemnify against reasonable expenses (including attorneys' fees) any director or officer who successfully defends any such action. The BCL also provides for indemnification of officers and directors in actions by or in the right of the corporation, subject to certain exceptions. Indemnification provided by these provisions of the BCL shall not be deemed exclusive of any other rights to which a director or officer may be entitled. The foregoing statements are subject to the detailed provisions of the BCL. Article V of the by-laws of Sears provides that Sears shall indemnify, to the full extent permitted by law, any officer or director of Sears made, or threatened to be made, a party to, or who is otherwise involved in, any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or his testator or intestate acted in any of the capacities set forth above or, while a director or officer of Sears and at the request of Sears, is or was serving another corporation in any capacity, against judgments, fines, amounts paid in settlement and all expenses, including attorneys' fees, actually incurred as a result of such action. Article V states that the indemnification benefits provided thereby are contract rights, enforceable as if set forth in a written contract. Sears has in effect insurance policies with total coverage of $150,000,000 (subject to a deductible) which insure directors and officers of Sears and certain affiliates of Sears, including SRAC, against certain claims which are not indemnifiable by Sears or those affiliates. These policies also insure Sears, certain affiliates of Sears, including SRAC, and their respective directors and officers against certain liabilities arising from the management or administration of certain employee benefit plans sponsored by Sears and certain affiliates of Sears, including SRAC. The form of Underwriting Agreement and the form of Distribution Agreement, that are filed as Exhibits 1(a) and 1(b) to this registration statement, respectively, contain certain provisions relating to the indemnification of Sears and SRAC and their respective officers and directors by one or more II-2 underwriters or selling agents against certain liabilities, including liabilities under the Securities Act of 1933, as amended. ITEM 16. EXHIBITS. Exhibit Number Description - ------ ----------- 1(a) * Form of Underwriting Agreement. 1(b) Form of Distribution Agreement (incorporated by reference to Exhibit 1(b) to Registration Statement on Form S-3, File No. 33-9817). 4(a) Indenture dated as of May 15, 1995 between Sears Roebuck Acceptance Corp. and The Chase Manhattan Bank, N.A. (now known as JPMorgan Chase Bank) (incorporated by reference to Exhibit 4(b) to Registration Statement on Form S-3, File No. 33-64215). 4(b) Fixed Charge Coverage and Ownership Agreement dated as of May 15, 1995 between Sears Roebuck Acceptance Corp. and Sears, Roebuck and Co. (incorporated by reference to Exhibit 4(e) to SRAC's Current Report on Form 8-K for June 8, 1995, File No. 1-4040). 4(c) * Extension Agreement between Sears Roebuck Acceptance Corp. and Sears, Roebuck and Co. relating to debt securities to be offered under this registration statement. 4(d) * Form of Note. 5 * Opinion of Anastasia D. Kelly. 12(a) Calculation of Ratio of Earnings to Fixed Charges for Sears Roebuck Acceptance Corp. for each of the three years in the period ended December 29, 2001 (incorporated by reference to Exhibit 12 to SRAC's Annual Report on Form 10-K for the year ended December 29, 2001, File No. 1-4040). 12(b) Calculation of Ratio of Earnings to Fixed Charges for Sears Roebuck Acceptance Corp. for each of the three years in the period ended January 2, 1999 (incorporated by reference to Exhibit 12 to SRAC's Annual Report on Form 10-K for the year ended January 2, 1999, File No. 1-4040). 12(c) Calculation of Ratio of Earnings to Fixed Charges for Sears Roebuck Acceptance Corp. for the 13 weeks ended March 30, 2002 (incorporated by reference to Exhibit 12 to SRAC's Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2002, File No. 1-4040). 12(d) Computation of ratio of income to fixed charges for Sears, Roebuck and Co. and consolidated subsidiaries for each of the five years ended December 29, 2001 and for the three-month period ended March 30, 2002 (incorporated by reference to Exhibit 12 to Sears' Quarterly Report on Form 10-Q/A for the quarterly period ended March 30, 2002, File No. 1-416). 15(a) ** Acknowledgement of awareness from Deloitte & Touche LLP concerning unaudited interim financial information (Sears Roebuck Acceptance Corp.). 15(b) * Acknowledgement of awareness from Deloitte & Touche LLP concerning unaudited interim financial information (Sears, Roebuck and Co.). 23(a) * Consent of Deloitte & Touche LLP (Sears Roebuck Acceptance Corp.). II-3 23(b) * Consent of Deloitte & Touche LLP (Sears, Roebuck and Co.). 23(c) * Consent of Anastasia D. Kelly (included in Exhibit 5). 24(a) ** Power of Attorney of certain officers and directors of SRAC. 24(b) * Power of Attorney of certain officers and directors of Sears. 25 * Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended. * Filed herewith. ** Previously filed. ITEM 17. UNDERTAKINGS. SRAC and Sears hereby undertake: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant or co-registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. 2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-4 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. SRAC and Sears hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of SRAC's or Sears' annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of SRAC or Sears pursuant to the provisions referred to in Item 15 of this registration statement, or otherwise, SRAC and Sears have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by SRAC or Sears of expenses incurred or paid by a director, officer or controlling person of SRAC or Sears in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, SRAC and Sears will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Greenville, state of Delaware, on August 1, 2002. Sears Roebuck Acceptance Corp. By /s/ Keith E. Trost ----------------------------- Keith E. Trost, President PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
Name Title Date ---- ----- ---- /s/ Keith E. Trost Director and President of Sears Roebuck August 1, 2002 - ------------------------------ Acceptance Corp. Keith E. Trost (Principal Executive Officer) * Director and Vice President Finance and August 1, 2002 - ------------------------------ Assistant Secretary of Sears Roebuck George F. Slook Acceptance Corp. (Principal Financial and Accounting Officer) * Director of Sears Roebuck Acceptance Corp. August 1, 2002 - ------------------------------ Thomas E. Bergmann * Director of Sears Roebuck Acceptance Corp. August 1, 2002 - ------------------------------ Paul J. Liska * Director of Sears Roebuck Acceptance Corp. August 1, 2002 - ------------------------------ Larry R. Raymond *By: /s/ Keith E. Trost ------------------------------------ Keith E. Trost, as Attorney-in-Fact
II-6 Pursuant to the requirements of the Securities Act of 1933, the co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Hoffman Estates, state of Illinois, on August 1, 2002. Sears, Roebuck and Co. By /s/ Larry R. Raymond ------------------------------------ Larry R. Raymond, Vice President and Treasurer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
Name Title Date ---- ----- ---- * Chairman of the Board of Directors, August 1, 2002 - ------------------------------ President and Chief Executive Officer of Alan J. Lacy Sears, Roebuck and Co. (Principal Executive Officer) * Executive Vice President and Chief August 1, 2002 - ------------------------------ Financial Officer of Sears, Roebuck and Co. Paul J. Liska (Principal Financial Officer) * Vice President and Controller of Sears, August 1, 2002 - ------------------------------ Roebuck and Co. Thomas E. Bergmann (Principal Accounting Officer) * Director of Sears, Roebuck and Co. August 1, 2002 - ------------------------------ Hall Adams, Jr. * Director of Sears, Roebuck and Co. August 1, 2002 - ------------------------------ Brenda C. Barnes * Director of Sears, Roebuck and Co. August 1, 2002 - ------------------------------ James R. Cantalupo * Director of Sears, Roebuck and Co. August 1, 2002 - ------------------------------ Donald J. Carty * Director of Sears, Roebuck and Co. August 1, 2002 - ------------------------------ W. James Farrell
II-7 * Director of Sears, Roebuck and Co. August 1, 2002 - ------------------------------ Michael A. Miles * Director of Sears, Roebuck and Co. August 1, 2002 - ------------------------------ Hugh B. Price * Director of Sears, Roebuck and Co. August 1, 2002 - ------------------------------ Dorothy A. Terrell * Director of Sears, Roebuck and Co. August 1, 2002 - ------------------------------ Raul Yzaguirre *By: /s/ Larry R. Raymond ------------------------------------- Larry R. Raymond, as Attorney-in-Fact
II-8 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 1(a) * Form of Underwriting Agreement. 1(b) Form of Distribution Agreement (incorporated by reference to Exhibit 1(b) to Registration Statement on Form S-3, File No. 33-9817). 4(a) Indenture dated as of May 15, 1995 between Sears Roebuck Acceptance Corp. and The Chase Manhattan Bank, N.A. (now known as JPMorgan Chase Bank) (incorporated by reference to Exhibit 4(b) to Registration Statement on Form S-3, File No. 33-64215). 4(b) Fixed Charge Coverage and Ownership Agreement dated as of May 15, 1995 between Sears Roebuck Acceptance Corp. and Sears, Roebuck and Co. (incorporated by reference to Exhibit 4(e) to SRAC's Current Report on Form 8-K for June 8, 1995, File No. 1-4040). 4(c) * Extension Agreement between Sears Roebuck Acceptance Corp. and Sears, Roebuck and Co. relating to debt securities to be offered under this registration statement. 4(d) * Form of Note. 5 * Opinion of Anastasia D. Kelly. 12(a) Calculation of Ratio of Earnings to Fixed Charges for Sears Roebuck Acceptance Corp. for each of the three years in the period ended December 29, 2001 (incorporated by reference to Exhibit 12 to SRAC's Annual Report on Form 10-K for the year ended December 29, 2001, File No. 1-4040). 12(b) Calculation of Ratio of Earnings to Fixed Charges for Sears Roebuck Acceptance Corp. for each of the three years in the period ended January 2, 1999 (incorporated by reference to Exhibit 12 to SRAC's Annual Report on Form 10-K for the year ended January 2, 1999, File No. 1-4040). 12(c) Calculation of Ratio of Earnings to Fixed Charges for Sears Roebuck Acceptance Corp. for the 13 weeks ended March 30, 2002 (incorporated by reference to Exhibit 12 to SRAC's Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2002, File No. 1-4040). 12(d) Computation of ratio of income to fixed charges for Sears, Roebuck and Co. and consolidated subsidiaries for each of the five years ended December 29, 2001 and for the three-month period ended March 30, 2002 (incorporated by reference to Exhibit 12 to Sears' Quarterly Report on Form 10-Q/A for the quarterly period ended March 30, 2002, File No. 1-416). 15(a) ** Acknowledgement of awareness from Deloitte & Touche LLP concerning unaudited interim financial information (Sears Roebuck Acceptance Corp.). 15(b) * Acknowledgement of awareness from Deloitte & Touche LLP concerning unaudited interim financial information (Sears, Roebuck and Co.). 23(a) * Consent of Deloitte & Touche LLP (Sears Roebuck Acceptance Corp.). 23(b) * Consent of Deloitte & Touche LLP (Sears, Roebuck and Co.). 23(c) * Consent of Anastasia D. Kelly (included in Exhibit 5). 24(a) ** Power of Attorney of certain officers and directors of SRAC. 24(b) * Power of Attorney of certain officers and directors of Sears. 25 * Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as amended. * Filed herewith. ** Previously filed. EX-1.(A) 3 c70545a1exv1wxay.txt FORM OF UNDERWRITING AGREEMENT EXHIBIT 1(a) [FORM OF] UNDERWRITING AGREEMENT [Underwriters] As Representatives of and on behalf of the several Underwriters _______, 20__ Dear Sirs: Sears Roebuck Acceptance Corp., a Delaware corporation (the "Company"), proposes to issue and sell from time to time certain of its debt securities registered under the registration statement referred to in Section 2(a) (the "Securities"). The Company intends to enter into one or more Pricing Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the "Underwriters" with respect to such Pricing Agreement and the securities specified therein) certain of the Securities specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the "Designated Securities"). The Designated Securities with respect to each Pricing Agreement shall be issued under an indenture (the "Indenture") identified in such Pricing Agreement. 1. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Securities, for whom you will act as representatives. This Underwriting Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Securities, the public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the principal amount of such Designated Securities to be purchased by each Underwriter and the commission payable to the Underwriters with respect thereto and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also describe, in a manner consistent with the Indenture and the registration statement and prospectus with respect thereto, the principal terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint. 2. Each of the Company and Sears, Roebuck and Co. ("Sears") represents and warrants to, and agrees with, each of the Underwriters that: (a) A registration statement in respect of the Securities has been filed with the Securities and Exchange Commission (the "Commission"); such registration statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to you and, excluding exhibits to such registration statement, but including all documents incorporated by reference in the prospectus included therein, for each of the other Underwriters have been declared effective by the Commission in such form (any preliminary prospectus included in such registration statement being hereinafter called a "Preliminary Prospectus;" the various parts of such registration statement, including all exhibits thereto except Form T-1, each as amended at the time such part became effective, being hereinafter collectively called the "Registration Statement;" the prospectus relating to the Securities, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, being hereinafter called the "Prospectus;" any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to include the documents, if any, incorporated by reference therein pursuant to the applicable form under the Securities Act of 1933, as amended (the "Act"), as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and so incorporated by reference; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the applicable Designated Securities in the form in which it is first filed with the Commission pursuant to Rule 424(b) of Regulation C under the Act, including any documents incorporated by reference therein as of the date of such filing); (b) Except for statements in such documents which do not constitute part of the Registration Statement or the Prospectus pursuant to Rule 412 of Regulation C under the Act and after substituting therefor any statements modifying or superseding such excluded statements (i) the documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents, when they became effective or were so filed, as the case may be, contained, in the case of documents which became effective under the Act, an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or, in the case of documents which were filed under the Exchange Act with the Commission, an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) any further documents so filed and incorporated by reference when they become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain, in the case of documents which become effective under the Act, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and, in the case of documents which are filed under the Exchange Act with the Commission, an untrue statement of a material fact or omit to state a 2 material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through you expressly for use therein; at the Time of Delivery (as defined in Section 5 hereof), the Indenture will be duly qualified under, and will conform in all material respects to the requirements of, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"); and (c) Except for statements in documents incorporated therein by reference which do not constitute part of the Registration Statement or the Prospectus pursuant to Rule 412 of Regulation C under the Act and after substituting therefor any statements modifying or superseding such excluded statements, the Registration Statement and the Prospectus conformed, and any amendments or supplements thereto will, when they become effective or are filed with the Commission, as the case may be, conform, in all material respects to the requirements of the Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and do not, as of the date hereof, and will not, as of the applicable effective date, as to the Registration Statement and as of the applicable filing date as to the Prospectus, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through you expressly for use in the Prospectus as amended or supplemented relating to such Securities. 3. The Company represents and warrants to, and agrees with each of the Underwriters that: (a) Upon payment therefor as provided herein, the Securities will have been duly and validly authorized and (assuming their due authentication by the Trustee) will have been duly and validly issued and will be valid, binding and enforceable obligations of the Company in accordance with their terms, except as the same may be limited by insolvency, bankruptcy, reorganization, moratorium, liquidation, fraudulent conveyance and transfer or other laws similar to, relating to or affecting the enforcement of creditors' rights generally or by general equity principles, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law) and will be entitled to the benefits of the Indenture; and (b) The issue and sale of the Securities pursuant to any Pricing Agreement and the compliance by the Company with all of the provisions of the Securities, the Indenture and this Agreement will not conflict with or result in any breach which would constitute a material default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company material to the Company pursuant to the terms of any indenture, loan agreement or other agreement or instrument for borrowed money to which the Company is a party or by which the Company may be bound or to which any of the property or assets of the Company, material to the Company, is subject, nor will such action result in any material violation of the provisions of the Certificate of Incorporation, as amended or the By-Laws of the Company or, to the best of its knowledge, any statute or any order, rule or regulation 3 applicable to the Company of any court or any federal, state or other regulatory authority or other governmental body having jurisdiction over the Company, and no consent, approval, authorization or other order of, or filing with, any court or any such regulatory authority or other governmental body is required for the issue and sale of the Designated Securities except as may be required under the Act, the Exchange Act, the Trust Indenture Act and securities laws of the various states and other jurisdictions in which the Underwriters will offer and sell the Designated Securities. 4. Upon the execution of the Pricing Agreement applicable to any Designated Securities and authorization by you of the release of the Designated Securities, the several Underwriters propose to offer the Designated Securities for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented. The Pricing Agreement applicable to any Designated Securities may provide that the Company and any entity acting as an underwriter with respect to such Designated Securities may enter into a deferred pricing agreement in the form set forth in a schedule attached to such Pricing Agreement. Each Underwriter represents and agrees that it will not, at any time that such Underwriter is acting as an "underwriter" (as defined in Section 2(11) of the Act) with respect to any Designated Securities, transfer, deposit or otherwise convey any such Designated Securities, into a trust or other type of special purpose vehicle that issues securities or other instruments backed in whole or in part by, or that represents interests in, such Designated Securities without the prior written consent of the Company. 5. Designated Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in definitive certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC") (unless otherwise specified in the Pricing Agreement) shall be delivered by or on behalf of the Company to you for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor, by certified or official bank check or checks or wire transfer, as specified in such Pricing Agreement, payable to the order of the Company in the funds specified in such Pricing Agreement, all at the place and time and date specified in such Pricing Agreement or at such other place and time and date as you and the Company may agree upon in writing, such time and date being herein called the "Time of Delivery" for such Securities. 6. Each of the Company and Sears agrees with each of the Underwriters of Designated Securities: (a) To make no further amendment or any supplement to the Registration Statement or the Prospectus as amended or supplemented after the date of the Pricing Agreement relating to such Securities and prior to the Time of Delivery for such Securities without first having furnished you with a copy of the proposed form thereof and given you a reasonable opportunity to review the same; to advise you promptly of any such amendment or supplement after such Time of Delivery and furnish you with copies thereof and to file promptly all reports and any definitive proxy or information statements required to be filed by the Company or Sears, respectively, with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities, and during such same period to advise you, promptly after the Company or Sears receives notice thereof, of the time when the Registration Statement, or any 4 amendment thereto, or any amended Registration Statement has become effective or any supplement to the Prospectus or any amended Prospectus has been filed, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Prospectus, or the suspension of the qualification of such Securities for offering or sale in any jurisdiction, or the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any such Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) Promptly from time to time to take such action as you may reasonably request to qualify such Securities for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Securities, provided that in connection therewith neither the Company nor Sears shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; (c) To furnish the Underwriters with copies of the Prospectus as amended or supplemented in such quantities as you may from time to time reasonably request, and, if the delivery of a prospectus is required at any time in connection with the offering or sale of such Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify you and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and (d) To make generally available to its security holders, in accordance with the provisions of Rule 158 under the Act or otherwise, as soon as practicable, but in any event not later than forty-five days after the end of the fourth full fiscal quarter (ninety days in the case of the last fiscal quarter in any fiscal year) following the fiscal quarter ending after the latest of (x) the effective date of the Registration Statement, (y) the effective date of the post-effective amendment thereto hereinafter referred to, and (z) the date of the filing of the report hereinafter referred to, earning statements of the Company and Sears and its consolidated subsidiaries (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least twelve consecutive months beginning after the latest of (i) the effective date of such Registration Statement, (ii) the effective date of the post-effective amendment, if any, to such Registration Statement (within the meaning of Rule 158) next preceding the date of the Pricing Agreement relating to the Designated Securities and (iii) the date of filing of the last report of the Company or Sears incorporated by reference into the Prospectus (within the meaning of Rule 158) next preceding the date of the Pricing Agreement relating to the Designated Securities. 5 7. The Company agrees with each of the Underwriters of Designated Securities: (a) During the period beginning from the date of the Pricing Agreement for such Designated Securities and continuing to and including the earlier of (i) the termination of trading restrictions for such Designated Securities, of which termination you agree to give the Company prompt notice confirmed in writing, and (ii) the Time of Delivery for such Designated Securities, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Company which mature more than one year after such Time of Delivery and which are substantially similar to such Designated Securities, without your prior written consent, which consent shall not be unreasonably withheld, except pursuant to arrangements of which you have been advised by the Company prior to the time of execution of such Pricing Agreement, which advice is confirmed in writing to you by the end of the business day following the date of such Pricing Agreement; and (b) To pay or cause to be paid all expenses, preapproved by the Company, incident to the performance of its obligations hereunder and under any Pricing Agreement, including the cost of all qualifications of the Securities under state securities laws (including reasonable fees of counsel to the Underwriters in connection with such qualifications and in connection with legal investment surveys) and the cost of printing this Agreement, any Pricing Agreement, and any blue sky and legal investment memoranda, and to indemnify and hold harmless the Underwriters from any documentary stamp or similar issue tax and any related interest or penalties (except to the extent that any such interest or penalties result from the failure of the Underwriters to timely pay any such tax of which they had knowledge) on the issue, sale or delivery of the Designated Securities to the Underwriters (it being understood that, except as otherwise expressly provided in this Agreement, the Underwriters will pay all of their own costs and expenses, including the cost of printing any Agreement among Underwriters, the fees of their counsel, transfer taxes on resale of any of such Designated Securities by them and any advertising expenses connected with any offers that they may make). 8. The obligations of the Underwriters of any Designated Securities under the Pricing Agreement relating to such Designated Securities shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company or Sears herein are, at and as of the Time of Delivery for such Designated Securities, true and correct, the condition that each of the Company and Sears shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction. (b) All corporate proceedings and related matters in connection with the organization of the Company, the validity of the Indenture and the registration, authorization, issue, sale and delivery of the Designated Securities shall have been satisfactory to counsel to the Underwriters, and such counsel shall have been furnished with such papers and information as they may reasonably have requested to enable them to pass upon the matters referred to in this subdivision (b). 6 (c) Counsel to the Company and Sears shall have furnished to you such counsel's written opinion, dated the Time of Delivery for such Designated Securities, in form and substance satisfactory to you in your reasonable judgment, to the effect that: (i) Each of the Company and Sears has been duly incorporated and is validly existing as a corporation in good standing under the laws of its respective state of incorporation; (ii) All of the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable. The authorized capital stock of the Company consists of 500,000 shares of common stock, par value $100.00 per share, all of the issued and outstanding shares of which are owned by Sears free and clear of any security interests, claims, liens or encumbrances, and the authorized capital stock of Sears is as set forth or incorporated by reference in the Registration Statement; (iii) The Company is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended; (iv) This Agreement and the Pricing Agreement with respect to the Designated Securities have been duly authorized, executed and delivered on the part of the Company and Sears; (v) The issue and sale of the Designated Securities and the compliance by the Company with all of the provisions of the Designated Securities, the Indenture, this Agreement and the Pricing Agreement with respect to the Designated Securities will not (a) conflict with or result in any breach which would constitute a material default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company material to the Company, pursuant to the terms of any indenture, loan agreement or other agreement or instrument for borrowed money known to such counsel to which the Company is a party or by which the Company may be bound or to which any of the property or assets of the Company material to the Company is subject, (b) result in any violation of the provisions of the Certificate of Incorporation, as amended or the By-Laws of the Company or (c) to the best of the knowledge of such counsel, result in any material violation of any statute or any order, rule or regulation applicable to the Company of any court or any federal, state or other regulatory authority or other governmental body having jurisdiction over the Company, other than the securities laws of the various states or other jurisdictions which are applicable to the issue and sale of the Designated Securities, as to which such counsel need express no opinion; and, to the best knowledge of such counsel, no consent, approval, authorization or other order of, or filing with, any court or any such regulatory authority or other governmental body is required for the issue and sale of the Designated Securities except as has been obtained or effected under the Act, the Exchange Act, the Trust Indenture Act and securities laws of the various states or other jurisdictions which are applicable to the issue and sale of the Designated Securities; (vi) The Fixed Charge Coverage and Ownership Agreement and the Extension Agreement have been duly authorized, executed and delivered by the parties thereto and are valid and binding instruments of the parties thereto 7 enforceable in accordance with their terms except as the same may be limited by insolvency, bankruptcy, reorganization, moratorium, liquidation, fraudulent conveyance and transfer or other similar laws relating to or affecting the enforcement of creditors' rights generally and by general equity principles, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law); (vii) The Indenture has been duly authorized, executed and delivered on the part of the Company and, as to the Company, is a valid, binding and enforceable instrument in accordance with its terms except as the foregoing may be limited by insolvency, bankruptcy, reorganization, moratorium, liquidation, fraudulent conveyance and transfer or other similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law) and has been qualified under the Trust Indenture Act; the Designated Securities have been duly authorized and (assuming their due authentication by the Trustee) have been duly executed, issued and delivered on the part of the Company and constitute valid and binding obligations of the Company in accordance with their terms, entitled to the benefits of the Indenture, except as the same may be limited by insolvency, bankruptcy, reorganization, moratorium, liquidation, fraudulent conveyance and transfer or other similar laws relating to or affecting the enforcement of creditors' rights generally or by general equity principles, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law); (viii) Such counsel does not know of any pending legal or governmental proceedings required to be described in the Prospectus as amended or supplemented (including documents incorporated by reference therein) which are not described as required; (ix) Except for statements in such documents which do not constitute part of the Registration Statement or the Prospectus pursuant to Rule 412 of Regulation C under the Act and after substituting therefor any statements modifying or superseding such excluded statements, the documents incorporated by reference in the Prospectus as amended or supplemented (other than the financial statements and related schedules, the analyses of operations and financial condition and other financial, statistical and accounting data therein, as to which such counsel need express no opinion), when they were filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act, and the rules and regulations of the Commission thereunder; (x) Except for statements in such documents which do not constitute part of the Registration Statement or the Prospectus pursuant to Rule 412 of Regulation C under the Act and after substituting therefor any statements modifying or superseding such excluded statements, the Registration Statement and the Prospectus as amended or supplemented (excluding the documents incorporated by reference therein) (other than the financial statements and related 8 schedules, the analyses of operations and financial condition and other financial, statistical and accounting data therein as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act and the rules and regulations thereunder; the answers in the Registration Statement to Items 9 and 10 (insofar as it relates to such counsel) of Form S-3 are to the best of such counsel's knowledge accurate statements or summaries of the matters therein set forth and fairly present the information called for with respect to those matters by the Act and the rules and regulations thereunder; and (xi) Such counsel does not know of any contract or other document to which the Company or Sears or any subsidiary thereof is a party required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus as amended or supplemented or required to be described in the Prospectus as amended or supplemented which has not been so filed, incorporated by reference or described. In rendering such opinion, such counsel may rely to the extent such counsel deems appropriate upon certificates of officers or other executives of the Company, Sears and its business groups and subsidiaries and of public officials as to factual matters and upon opinions of other counsel. Such counsel shall also state that: (a) nothing has come to such counsel's attention which has caused such counsel to believe that any of the documents referred to in subdivision (ix) above (other than the financial statements and related schedules, the analyses of operations and financial condition and other financial, statistical and accounting data therein, as to which such counsel need express no belief), in each case after excluding any statement in any such document which does not constitute part of the Registration Statement or the Prospectus as amended or supplemented pursuant to Rule 412 of Regulation C under the Act and after substituting therefor any statement modifying or superseding such excluded statement, when it became effective or was filed, as the case may be, contained, in the case of documents which became effective under the Act, an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and, in the case of documents which were filed under the Exchange Act with the Commission, an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (b) nothing has come to such counsel's attention which has caused such counsel to believe that the Registration Statement or the Prospectus as amended or supplemented (other than the financial statements, the analyses of operations and financial condition and other financial, statistical and accounting data therein, as to which such counsel need express no belief) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (d) At the Time of Delivery for such Designated Securities, Deloitte & Touche LLP, certified auditors, shall have furnished you a letter or letters, dated the date of delivery thereof in form and substance satisfactory to you as to such matters as you may reasonably request. (e) (i) The Company shall not have sustained, since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any 9 labor dispute or court or governmental action, order or decree and (ii) since the respective dates as of which information is given in the Prospectus as amended or supplemented there shall not have been any material change in the capital stock accounts or long-term debt of the Company or any material adverse change in the general affairs, financial position, stockholders' equity or results of operations of the Company, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented, the effect of which in any such case described in clause (i) or (ii), in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Prospectus as amended or supplemented. (f) Subsequent to the date of the Pricing Agreement relating to the Designated Securities, no downgrading shall have occurred in the rating accorded to the Company's or Sears' senior debt securities by Moody's Investors Service, Inc. or Standard & Poor's Ratings Services; provided, however, that this subdivision (f) shall not apply to any such rating agency which shall have notified you of the rating of the Designated Securities prior to the execution of the Pricing Agreement. (g) Since the time of execution of the Pricing Agreement applicable to the Designated Securities, none of the following events shall have occurred: (i) the United States shall have become engaged in the outbreak or escalation of hostilities involving the United States or there has been a declaration by the United States of a national emergency or a declaration of war, (ii) a banking moratorium shall have been declared by Luxembourg (if the Designated Securities have been approved for listing on the Luxembourg Stock Exchange) or United States Federal or New York State authorities or a material disruption in securities settlement or clearance services in the United States shall have occurred, (iii) trading in securities generally on the Luxembourg Stock Exchange (if the Designated Securities have been approved for listing on the Luxembourg Stock Exchange) or the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established by such Exchange, any of which events, in your judgment, renders it impractical or inadvisable to proceed with the public offering or the delivery of the Designated Securities, or (iv) there shall have been any change in national or international political, legal, tax or regulatory conditions, any of which events, in your judgment, causes a substantial deterioration in the price and/or value of the Designated Securities. (h) Each of the Company and Sears shall have furnished or caused to be furnished to you at the Time of Delivery for the Designated Securities certificates satisfactory to you as to the accuracy at and as of such Time of Delivery of the representations, warranties and agreements of the Company and Sears, respectively, herein and as to the performance by each of the Company and Sears of all its obligations hereunder to be performed at or prior to such Time of Delivery and the Company shall have also furnished you similar certificates satisfactory to you as to the matters set forth in subdivision (a) of this Section 8. (i) Counsel to the Underwriters shall have furnished you with such counsel's written opinion, dated the Time of Delivery for such Designated Securities, in form and substance satisfactory to you in your reasonable judgment, to the effect that: (i) The Company is validly existing as a corporation in good standing under the laws of the State of Delaware. 10 (ii) Sears is validly existing as a corporation in good standing under the laws of the State of New York. (iii) The execution and delivery of the Indenture have been duly authorized by all necessary corporate action of the Company, and the Indenture has been duly executed and delivered by the Company, and qualified under the Trust Indenture Act of 1939, as amended, and is a valid, binding and enforceable agreement of the Company. (iv) The execution and delivery of the Designated Securities have been duly authorized by all necessary corporate action of the Company, and the Designated Securities have been duly executed and delivered by the Company and are the valid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture. (v) The execution and delivery of this Underwriting Agreement have been duly authorized by all necessary corporate action of the Company and Sears, and this Underwriting Agreement has been duly executed and delivered by the Company and Sears. (vi) The execution and delivery of the Pricing Agreement with respect to the Designated Securities have been duly authorized by all necessary corporate action of the Company and Sears, and the Pricing Agreement has been duly executed and delivered by the Company and Sears. Such counsel shall also state that: (a) no information has come to such counsel's attention that causes such counsel to believe that the Registration Statement, as amended or supplemented, including the documents incorporated by reference therein (except the financial statements and schedules and other financial, statistical and accounting data included therein, as to which such counsel need express no view), at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (b) no information has come to such counsel's attention that causes such counsel to believe that the Prospectus, as amended or supplemented, including the documents incorporated by reference therein (except the financial statements and schedules and other financial, statistical and accounting data included therein, as to which such counsel need express no view) contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (j) Mayer, Brown, Rowe & Maw, special tax counsel for the Company, shall have furnished to you their written opinion, dated the Time of Delivery for such Designated Securities, in form satisfactory to you in your reasonable judgment, as to matters set forth under "United States Tax Considerations" in the Prospectus as amended or supplemented. 9. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue 11 statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, any prospectus relating to the Securities or the Prospectus as amended or supplemented, or any amendment or supplement thereto furnished by the Company or Sears, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or (in the case of the Registration Statement or the Prospectus as amended or supplemented, or any amendment or supplement thereto) necessary to make the statements therein not misleading or (in the case of any Preliminary Prospectus) necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, the Prospectus or the Prospectus as amended or supplemented or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Underwriter of Designated Securities through you expressly for use in the Prospectus as amended or supplemented relating to such Securities; and provided, further, that the Company shall not be liable to any Underwriter or any person controlling such Underwriter under the indemnity agreement in this subdivision (a) with respect to the Preliminary Prospectus or the Prospectus or the Prospectus as amended or supplemented, as the case may be, to the extent that any such loss, claim, damage or liability of such Underwriter or controlling person results solely from the fact that such Underwriter sold Designated Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (excluding documents incorporated by reference) or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Company has previously furnished copies thereof to such Underwriter. (b) Each Underwriter will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Prospectus or the Prospectus as amended or supplemented, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or (in the case of the Registration Statement or the Prospectus or the Prospectus as amended or supplemented, or any amendment or supplement thereto) necessary to make the statements therein not misleading or (in the case of any Preliminary Prospectus) necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, the Registration Statement, the Prospectus or the Prospectus as amended or supplemented, or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Underwriter through you expressly for use therein; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim. (c) Within a reasonable period after receipt by an indemnified party under subdivision (a) or (b) above of notice of the commencement of any action with respect to which indemnification is sought under such subdivision or contribution may be sought under subdivision (d) below, such indemnified party shall notify the indemnifying party in writing of the commencement thereof. In case any such action shall be brought against any indemnified 12 party, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. (d) If the indemnification provided for in this Section 9 is unavailable to an indemnified party under subdivision (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters of the Designated Securities on the other from the offering of the Designated Securities to which such loss, claim, damage or liability (or action in respect thereof) relates and also the relative fault of the Company and Sears on the one hand and the Underwriters of the Designated Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by such Underwriters, in each case as set forth on the cover page of the Prospectus as amended or supplemented. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or Sears on the one hand or the Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission of the Company or Sears on the one hand and the Underwriters, directly or through you, on the other hand. With respect to any Underwriter, such relative fault shall also be determined by reference to the extent (if any) to which such losses, claims, damages or liabilities (or actions in respect thereof) with respect to any Preliminary Prospectus result from the fact that such Underwriter sold Designated Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus (excluding documents incorporated by reference) or of the Prospectus as then amended or supplemented (excluding documents incorporated by reference) if the Company has previously furnished copies thereof to such Underwriter. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subdivision (d) were determined by per capita allocation among the indemnifying parties (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subdivision (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subdivision (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subdivision (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of 13 such fraudulent misrepresentation. The obligations of the Underwriters of Designated Securities in this subdivision (d) to contribute are several in proportion to their respective underwriting obligations with respect to such securities and not joint. (e) The obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company or Sears and to each person, if any, who controls the Company within the meaning of the Act. 10. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities which it has agreed to purchase under the Pricing Agreement relating to such Securities, you may in your discretion arrange for yourselves or another party or other parties to purchase such Designated Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Designated Securities, or the Company notifies you that it has so arranged for the purchase of such Designated Securities, you or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subdivision (a) above, the aggregate principal amount of such Designated Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities which such Underwriter agreed to purchase under such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subdivision (a) above, the aggregate principal amount of Designated Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in subdivision (b) above, or if the Company shall not exercise the right described in subdivision (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to 14 such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 7(b) hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default. 11. The respective indemnities, agreements, representations, warranties and other statements of the Company, Sears and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, the Company, Sears or any officer or director or controlling person of the Company or Sears, and shall survive delivery of and payment for the Securities. Anything herein to the contrary notwithstanding, the indemnity agreement of the Company in subdivisions (a) and (e) of Section 9 hereof, the representations and warranties in subdivisions (b) and (c) of Section 2 hereof and any representation or warranty as to the accuracy of the Registration Statement or the Prospectus as amended or supplemented contained in any certificate furnished by the Company or Sears pursuant to subdivision (h) of Section 8 hereof, insofar as they may constitute a basis for indemnification for liabilities (other than payment by the Company of expenses incurred or paid in the successful defense of any action, suit or proceeding) arising under the Act, shall not extend to the extent of any interest therein of an Underwriter or a controlling person of an Underwriter if a director, officer or controlling person of the Company or Sears when the Registration Statement becomes effective or a person who, with his consent, is named in the Registration Statement as being about to become a director of the Company or Sears, is a controlling person of such Underwriter, except in each case to the extent that an interest of such character shall have been determined by a court of appropriate jurisdiction as not against public policy as expressed in the Act. Unless in the opinion of counsel for the Company or Sears the matter has been settled by controlling precedent, the Company or Sears will, if a claim for such indemnification is asserted, submit to a court of appropriate jurisdiction the question whether such interest is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 12. If any Pricing Agreement shall be terminated pursuant to Section 10 hereof, the Company shall not then be under any liability to any Underwriter with respect to the Designated Securities covered by such Pricing Agreement except as provided in Section 7(b) and Section 9 hereof; but, if for any other reason Designated Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through you for all out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Section 7(b) and Section 9 hereof. 13. In all dealings hereunder, you shall act on behalf of each of the Underwriters of Designated Securities, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you. All statements, requests, notices and agreements hereunder shall be in writing or by telegram if promptly confirmed in writing and if to the Underwriters shall be sufficient in all respects, if delivered or sent by registered mail to you as the Representatives, 15 _________________________________________________________________________, and if to the Company shall be sufficient in all respects if delivered or sent by registered mail to the Company at 3711 Kennett Pike, Greenville, Delaware 19807, Attention: Kristin L. Kruska, Assistant Secretary; and if to Sears shall be sufficient in all respects if delivered or sent by registered mail to Sears at 3333 Beverly Road, Hoffman Estates, Illinois 60179, Attention: Anastasia D. Kelly, Senior Vice President and General Counsel. 14. This Agreement and each Pricing Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company, Sears and, to the extent provided in Section 9 and Section 11 hereof, the officers and directors of the Company and Sears and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement or any such Pricing Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase. 15. Time shall be of the essence of each Pricing Agreement. 16. This Agreement and each Pricing Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York. 17. This Agreement and each Pricing Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. 16 If the foregoing is in accordance with your understanding, please sign and return two counterparts hereof. Very truly yours, SEARS ROEBUCK ACCEPTANCE CORP. By: ____________________________ [Name] [Title] SEARS, ROEBUCK AND CO. By: ____________________________ [Name] [Title] Accepted as of the date hereof: ______________________________________ By: __________________________________ Name: ________________________________ Title: _______________________________ As Representatives of and on behalf of the several Underwriters 17 ANNEX I PRICING AGREEMENT [Underwriters] As Representatives of and on behalf of the several Underwriters named in Schedule I hereto __________, 200_ Dear Sirs: Sears Roebuck Acceptance Corp., a Delaware corporation (the "Company"), proposes subject to the terms and conditions stated herein and in the Underwriting Agreement, dated ________, 20___ (the "Underwriting Agreement"), executed between the Company and Sears, Roebuck and Co. ("Sears"), on the one hand, and ______________________________________ as representatives of and on behalf of the several Underwriters named in Schedule I hereto, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and, except where otherwise specified, as of the date of this Pricing Agreement and the Time of Delivery, except that (i) each representation and warranty with respect to the Registration Statement in Sections 2 and 3 of the Underwriting Agreement shall be deemed to be a representation and warranty as of the date of the Underwriting Agreement and the Time of Delivery, and (ii) each representation and warranty with respect to the Prospectus in Sections 2 and 3 of the Underwriting Agreement shall be deemed to be a representation and warranty as of (a) the date of the Underwriting Agreement and as of the Time of Delivery in relation to the Prospectus (as therein defined) and (b) the date of this Pricing Agreement and as of the Time of Delivery in relation to the Prospectus as amended or supplemented. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at a purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, less the principal amount of Designated Securities covered by Delayed Delivery Contracts, if any, as may be specified in such Schedule II. 18 If the foregoing is in accordance with your understanding, please sign and return to us two counterparts hereof, and upon acceptance hereof by you on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between the Company, Sears and each of the Underwriters. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be supplied to the Company upon request. You represent that you are authorized on behalf of yourselves and on behalf of each of the other Underwriters named in Schedule I hereto to enter into this Agreement. Very truly yours, SEARS ROEBUCK ACCEPTANCE CORP. By: ____________________________ SEARS, ROEBUCK AND CO. By: ____________________________ Accepted as of the date hereof: ______________________________________ By: __________________________________ Name: ________________________________ Title: _______________________________ As Representatives of and on behalf of the several Underwriters named in Schedule I hereto 19 SCHEDULE I PRINCIPAL AMOUNT OF DESIGNATED UNDERWRITER SECURITIES TO BE PURCHASED $ --------------------- TOTAL $ ===================== 20 SCHEDULE II Title of Designated Securities: ___% Notes due ______________ Principal Amount of Designated Securities Offered: $ ----------- Denominations: US$1,000 (see "Other Terms") Price to Public: ______% of the principal amount of the Designated Securities, plus accrued interest from ______________ to the Time of Delivery Purchase Price by Underwriters: ______% of the principal amount of the Designated Securities, plus accrued interest from ______________ to the Time of Delivery Indenture: Indenture, dated as of May 15, 1995, between the Company and JPMorgan Chase Bank, as Trustee Form of Designated Securities: [Global form only] Maturity: -------------- Interest Rate: % ---- Interest Payment Dates: _________ and __________ 21 Redemption Provisions: Incorporated by reference to the attached Form of Note Sinking Fund Provisions: None Time of Delivery: _______ A.M., Chicago time, ______________ Funds in which payment by Underwriters to Company to be made: Immediately available funds Method of Payment: Wire transfer to JPMorgan Chase Bank, ABA No. [021-000-021], for the Account of Sears Roebuck Acceptance Corp., Account No. [910-2587590] Closing Location: Hoffman Estates, Illinois Delayed Delivery: None Counsel: To the Company and Sears: - Anastasia D. Kelly, Senior Vice President and General Counsel, Sears, Roebuck and Co. - Mayer, Brown, Rowe & Maw, special counsel to the Company and Sears To the Underwriters: - Cleary, Gottlieb, Steen & Hamilton 22 ANNEX II DELAYED DELIVERY CONTRACT SEARS ROEBUCK ACCEPTANCE CORP., c/o Attention: [Date] Attention: Dear Sirs: The undersigned hereby agrees to purchase from Sears Roebuck Acceptance Corp. (hereinafter called the "Company"), and the Company agrees to sell to the undersigned, $ principal amount of the Company's [Title of Designated Securities] (hereinafter called the "Designated Securities"), offered by the Company's Prospectus dated _______, ____ as amended or supplemented, receipt of a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below, and on the further terms and conditions set forth in this contract. [The undersigned will purchase the Designated Securities from the Company on _______, ____ (the "Delivery Date") and interest on the Designated Securities so purchased will accrue from __________, ____.] [The undersigned will purchase the Designated Securities from the Company on the delivery date or dates and in the principal amount or amounts set forth below: Each such date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a "Delivery Date".] Payment for the Designated Securities which the undersigned has agreed to purchase on [the] [each] Delivery Date shall be made to the Company or its order by [certified or official bank check] [in New York Clearing House funds at the office of Sears Roebuck Acceptance Corp., Greenville, Delaware] [or] [by wire transfer, in immediately available funds, to a bank account specified by the Company], on [the] [such] Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to [the] [such] Delivery Date. The obligation of the undersigned to take delivery of and make payment for Designated Securities on [the] [each] Delivery Date shall be subject to the conditions that (a) the purchase of Designated Securities to be made by the undersigned shall not on [the] [such] Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (b) the Company, on or before __________, ____, shall have sold to the several Underwriters, pursuant to the Pricing Agreement dated ___________, ____ with the Company and Sears, Roebuck and Co. ("Sears"), an aggregate principal amount of Designated Securities equal to $ , minus the 23 aggregate principal amount of Designated Securities covered by this contract and other contracts similar to this contract. The obligation of the undersigned to take delivery of and make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. Promptly after completion of the sale to the Underwriters the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the Opinion of Counsel for the Company and Sears delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. This contract shall be governed by, and construed in accordance with, the internal laws of the State of New York. It is understood that the acceptance by the Company of any Delayed Delivery Contract (including this contract) is in the Company's sole discretion and that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered by the Company. Yours very truly, By (Signature) (Name and Title) (Address) Accepted, [Date] in Greenville, Delaware SEARS ROEBUCK ACCEPTANCE CORP. By (Title) 24 EX-4.(C) 4 c70545a1exv4wxcy.txt EXTENSION AGREEMENT - SEARS, ROEBUCK AND CO. EXHIBIT 4(c) SEARS, ROEBUCK AND CO. 3333 BEVERLY ROAD HOFFMAN ESTATES, ILLINOIS 60179 July 16, 2002 Sears, Roebuck Acceptance Corp. 3711 Kennett Pike Greenville, Delaware 19807 Gentlemen: This is to confirm our agreement ("Extension Agreement") that the term "Debt Securities" as defined in the Fixed Charge Coverage and Ownership Agreement dated as of May 15, 1995 between Sears Roebuck Acceptance Corp. ("SRAC"), and Sears, Roebuck and Co. shall be expanded to include up to $9.5 billion aggregate initial offering price of debt securities to be issued by SRAC under Registration Statement No. 333-92082. If the foregoing satisfactorily sets forth your understanding of our agreement, please indicate your acceptance by the signature of a duly authorized officer in the space provided below and on the duplicate original of this letter which is enclosed. Very truly yours, SEARS, ROEBUCK AND CO. By: /s/ Paul J. Liska ------------------------- Paul J. Liska Chief Financial Officer Accepted: SEARS ROEBUCK ACCEPTANCE CORP. By: /s/ Keith E. Trost ------------------------ Keith E. Trost President EX-4.(D) 5 c70545a1exv4wxdy.txt FORM OF NOTE EXHIBIT 4(d) FORM OF NOTE [FORM OF FACE OF NOTE] THIS NOTE IS A "GLOBAL SECURITY" WITHIN THE MEANING OF THE INDENTURE DATED AS OF ____________ BETWEEN SEARS ROEBUCK ACCEPTANCE CORP. AND ________________________ (THE "INDENTURE"), AND IS REGISTERED IN THE NAME OF CEDE & CO. AS THE NOMINEE FOR THE DEPOSITORY TRUST COMPANY ("DTC"). UNLESS AND UNTIL IT IS EXCHANGED FOR SECURITIES THAT ARE NOT GLOBAL SECURITIES, THIS NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF DTC OR TO A SUCCESSOR DEPOSITORY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Number _____ $___________ CUSIP NO.___________ SEARS ROEBUCK ACCEPTANCE CORP. [__%] Note due ______________ Original Issue Date: ___________ Interest Payment Dates: ___________ Maturity Date: _______________ Interest Rate: ________ per annum Sears Roebuck Acceptance Corp., a corporation organized and existing under the laws of the State of Delaware (the "Company"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of _______________ (the "Principal Amount") upon presentation and surrender of this Note on the Maturity Date shown above at the office or agency of the Company in the Borough of Manhattan of The City of New York or, at the option of the Holder hereof, any office or agency maintained by the Company in the city in which the principal executive office of the Company is located or the city in which the principal corporate trust office of the Trustee is located [or the City of Luxembourg] (collectively, the "Payment Locations"), in such coin or currency of the [United States of America] as at the time of payment is legal tender for public and private debts, and to pay interest thereon at the Interest Rate shown above. The Company will pay interest [semi-annually] [quarterly] [in arrears] on the Interest Payment Dates shown above, commencing with ____________, until payment of the Principal Amount of (plus the premium, if any, on) this Note has been made or duly provided for. Interest on this Note will accrue from the most recent date to which interest has been paid, or if no interest has been paid, from the Original Issue Date shown above. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note is registered on the close of business on the 15th calendar day (whether or not a Business Day) preceding each Interest Payment Date, either, at the option of the Company, by check mailed to the address of the person entitled thereto as such address shall appear on the Security Register, or at any of the Payment Locations. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Interest Payment Date, and may be paid to the Person in whose name this Note is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders not less than 10 days prior to such Special Record Date, or may be paid, at any time in any other lawful manner, all as more fully set forth in the Indenture. If any Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the interest or principal (or premium, if any) payment shall be made on the next day that is a Business Day, and no interest on such payments shall accrue for the period from and after the Interest Payment Date or the Maturity Date to such next Business Day. [Interest on the Note will be computed on the basis of a 360-day year of twelve 30-day months.] Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or any indenture supplemental thereto, or become valid or obligatory for any purpose, until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee under such Indenture. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: ------------ Sears Roebuck Acceptance Corp. By ----------------------------- President By ----------------------------- Vice President [Corporate Seal] [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION] This is one of the Securities of the series designated and referred to in the within-mentioned Indenture. - ---------------------, as Trustee By: ----------------------------------- Authorized Officer [FORM OF REVERSE SIDE OF NOTE] SEARS ROEBUCK ACCEPTANCE CORP. [____%] Note due _____________ 1. This Note is one of a duly authorized issue of debentures, notes, bonds or other evidences of indebtedness of the Company (hereinafter called the "Securities") of the series hereinafter specified, unlimited in aggregate principal amount, all issued or to be issued under or pursuant to an indenture dated as of ____________, executed between the Company and _______________, as Trustee; to which indenture and all indentures supplemental thereto (herein collectively called the "Indenture") reference is hereby made for a specification of the rights and limitation of rights thereunder of the Holders of the Securities, the rights and obligations thereunder of the Company and the rights, duties and immunities thereunder of the Trustee. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided. This Note is one of a series designated as the "[___%] Notes due ____________" of the Company (hereinafter referred to as the "Notes"). All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 2. In case a default, as defined in the Indenture, shall occur and be continuing with respect to the Notes, the principal amount of all Notes then outstanding under the Indenture may be declared or may become due and payable upon the conditions and in the manner and with the effect provided in the Indenture. The Indenture provides that such declaration may in certain events be annulled by the Holders of a majority in principal amount of the Notes outstanding. 3. To the extent permitted by, and as provided in, the Indenture, indentures supplemental thereto may be entered into with the consent of the Company and with the consent of the Holders of not less than a majority in principal amount of the outstanding Securities (as defined in the Indenture) of each series to be affected; provided, however, that no such supplemental indenture shall (i) change the Stated Maturity of the principal of (and premium, if any, on), or the interest on, any Security, or reduce the principal amount of (and premium, if any, on), or the rate of interest on any Security, or change the Currency in which the principal of (and premium, if any) or interest on such Securities is denominated or payable, or reduce the amount of the principal of an Original Issue Discount Security that would be payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.1 of the Indenture without the consent of the Holder of each outstanding Security so affected, or (ii) reduce the aforesaid percentage of Securities of any series the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of each outstanding Security affected thereby. 4. The Indenture also provides that the Holders of a majority in principal amount of the Securities of any series then outstanding may waive any past default under the Indenture and its consequences, except a default in the payment of the principal of or interest or premium, if any, on any of the Securities. 5. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest and premium, if any, on this Note at the place, at the respective times, at the rate, and in the Currency, herein prescribed. 6. This Note is transferable by the registered Holder hereof or by his attorney duly authorized in writing at the office or agency of the Company in the Borough of Manhattan of The City of New York or, at the option of the Holder hereof, any Payment Locations, without charge except for any tax or other governmental charge imposed in relation thereto, but only in the manner and subject to the limitations provided in the Indenture and upon surrender of this Note. Upon any such transfer a Note or Notes of authorized denominations for a like aggregate principal amount and bearing a number not contemporaneously outstanding will be issued in exchange herefor. 7. The Notes are issuable only as registered Notes without coupons, in denominations of $[1,000] and any integral multiple of $[1,000]. In the manner and subject to the limitations provided in the Indenture, Notes are exchangeable, without charge except for any tax or other governmental charge imposed in relation thereto, for other Notes of authorized denominations for a like aggregate principal amount, at the office or agency of the Company in the Borough of Manhattan of The City of New York or, at the option of the Holder hereof, any Payment Locations. 8. The Company, the Trustee, any Authenticating Agent, any paying agent and any Security registrar may deem and treat the registered Holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon by anyone other than the Company or any Security registrar) for the purpose of receiving payment of or on account of the principal hereof and interest and the premium, if any, hereon and for all other purposes, and neither the Company, the Trustee, an Authenticating Agent, a paying agent nor a Security registrar shall be affected by any notice to the contrary. All such payments shall be valid and effectual to satisfy and discharge the liability upon this Note to the extent of the sum or sums so paid. 9. No recourse shall be had for the payment of the principal of or the interest or premium, if any, on this Note or for any claim based hereon or otherwise in any manner in respect hereof, or in respect of the Indenture, against any incorporator, shareholder, officer or director, past, present or future, of the Company or of any predecessor or successor corporation, whether by virtue of any constitutional provision or statute or rule of law, or by the enforcement of any assessment or penalty or in any other manner, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof. In the event of any sale or transfer of its assets and liabilities substantially as an entirety to a successor corporation, the predecessor corporation may be dissolved and liquidated as more fully set forth in the Indenture. 10. The Company will, subject to the exceptions and limitations set forth below, pay such additional amounts (the "Additional Amounts") to any Holder of a Note who is a United States Alien (as defined below) as may be necessary in order that every net payment of the principal of or interest or premium, if any, on such Note after deduction or withholding for or on account of any present or future tax, assessment or governmental charge imposed by the United States (as defined below) (or any political subdivision or taxing authority thereof or therein) upon, or as a result of, such payment, will not be less than the amount provided for in such Note to be then due and payable. However, the Company will not be required to make any payment of Additional Amounts to any such Holder for or on account of: (a) any such tax, assessment or other governmental charge imposed because of the existence of any present or former connection between such Holder (or between a fiduciary, settlor or beneficiary of, or a person holding a power over, such Holder, if such Holder is an estate or trust, or a partner or shareholder of such Holder, if such Holder is a partnership or corporation) and the United States, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, person holding a power, partner or shareholder) being or having been a citizen or resident thereof or being, or having been, present in the United States for 183 days or more in a taxable year or being, or having been, engaged in a trade or business or present therein or having, or having had, a permanent establishment therein; (b) any estate, inheritance, gift, sales, transfer or personal property tax or similar tax, assessment or other governmental charge; (c) any tax, assessment or other governmental charge imposed by reason of such Holder's past or present status as a personal holding company, foreign personal holding company, controlled foreign corporation, passive foreign investment company; private foundation or other tax exempt organization, in each case with respect to the United States, or as a corporation which accumulates earnings to avoid United States federal income tax; (d) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments on or in respect of any Note; (e) any tax, assessment or other governmental charge that a paying agent must withhold from any payment of principal of or interest or premium, if any, on any Note, if another paying agent can make such payment without withholding; (f) any tax, assessment or other governmental charge imposed because of the failure to comply with certification, identification, documentation, information or other reporting requirement concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of such Note, if such compliance is required by statute or by regulation of the United States or of any political subdivision or taxing authority thereof or therein as a precondition to relief or exemption from such tax, assessment or other governmental charge; (g) any tax, assessment or other governmental charge imposed because such Holder (or a partnership of which such Holder is a member) is or was the actual or constructive owner of 10% or more of the total combined voting power of all classes of stock of the Company entitled to vote; (h) any tax, assessment or other governmental charge imposed on any Holder who is a fiduciary or partnership or other than the sole beneficial owner of the Note, but only to the extent that a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner of the Note would not have been entitled to the payment of an Additional Amount had such beneficiary, settlor, member or beneficial owner been the Holder of such Note; or (i) any combination of items (a), (b), (c), (d), (e), (f), (g) or (h). The term "United States" means the United States of America, the Commonwealth of Puerto Rico and each territory and possession of the United States of America and the area subject to its jurisdiction. The term "United States Alien" means any person who, for United States federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which, as to the United States, is a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust. For the purposes of this Note, the definition of "Additional Amounts" shall include any additional amounts payable under this Paragraph and Paragraph 11(a) and all references herein to principal of and interest and premium, if any, on the Notes shall include such Additional Amounts. 11. (a) The Company may redeem this Note at any time, in whole or in part, by paying the Holder hereof the greater of: - - 100% of the principal amount of (plus the premium, if any, on) the portion of this Note that the Company redeems, plus any interest that has accrued, but that the Company has not previously paid to the Holder hereof, up to but not including the date that the Company redeems that portion of this Note; and - - the sum of the present values of the remaining scheduled payments of principal of and interest and premium, if any, on the portion of this Note that the Company redeems (excluding the portion of any payment of interest that has accrued thereon as of the date the Company redeems that portion of this Note), plus any interest that has accrued, but that the Company has not previously paid to the Holder hereof, up to but not including the date that the Company redeems that portion of this Note. The Company will appoint a Reference Treasury Dealer (as defined below) to determine the present values. The Reference Treasury Dealer will determine the present values by discounting each of the remaining scheduled payments. Each of the remaining scheduled payments will be discounted on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined below) from the date the payment is scheduled to be made up to but not including the date the Company redeems that portion of this Note. The Company must give the Holder hereof at least 30, but not more than 60, days notice that it will redeem any portion of this Note. Interest will cease to accrue on that portion of this Note that the Company calls for redemption when the redemption price is paid. Each notice shall be given in the manner described in Paragraph 11(c). "Adjusted Treasury Rate" means, for any redemption date, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming that the price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) was equal to the Comparable Treasury Price for that redemption date, plus ____%. "Comparable Treasury Issue" means the United States Treasury security selected by a Reference Treasury Dealer appointed by the Company: - - that has a maturity comparable to the remaining term of this Note; and - - that would be used, at the time of selection and in accordance with customary financial practice, to price new issues of corporate debt securities of comparable maturity to the remaining term of this Note. "Comparable Treasury Price" means, for any redemption date: - - the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of those quotations (if any); or - - if the Trustee obtains fewer than three Reference Treasury Dealer Quotations, the average of all the quotations. "Reference Treasury Dealer" means each of [underwriters], and their respective successors; provided, however, that if any of them ceases to be a primary U.S. Government securities dealer in The City of New York, the Company may replace that entity with another primary U.S. Government securities dealer in The City of New York. "Reference Treasury Dealer Quotation" means, for each of at least four Reference Treasury Dealers selected by the Company and any redemption date, the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third business day before that redemption date. The Trustee will determine this average. (b) The Notes may also be redeemed prior to maturity as provided under this Paragraph 11(b). The Notes may be redeemed at the option of the Company, as a whole but not in part, at any time prior to maturity, upon the giving of a notice of redemption as described below, at a redemption price equal to 100% of the principal amount of (plus the premium, if any, on) the Notes together with accrued interest up to but not including the date fixed for redemption (the "Redemption Amount") if the Company determines that, as a result of (A) any change in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the United States or of any political subdivision or taxing authority thereof or therein, or any change in the application, official interpretation or enforcement of such laws, regulations or rulings, including a decision rendered by a court of competent jurisdiction in the United States or any political subdivision thereof, whether or not such decision was rendered with respect to the Company; or (B) the issuance of a technical advice memorandum, letter ruling or administrative pronouncement issued by the United States Internal Revenue Service based on a fact pattern substantially similar to that of the Company becoming effective or being issued on or after [Original Issue Date], there is a substantial probability that the Company has or will become obligated to pay Additional Amounts with respect to the Notes in accordance with Paragraph 10 hereof, and the Company cannot avoid such obligation by taking reasonable measures available to it. Prior to the publication of any notice of redemption of the Notes pursuant to the foregoing, the Company shall deliver to the Trustee an opinion of legal counsel to the Company stating that the Company is entitled to effect such redemption and a certificate setting forth facts showing that the conditions precedent to the right of the Company to so redeem have occurred. Notice of redemption will be given by the Company not less than 30 nor more than 60 days prior to the date fixed for redemption, which date and the redemption price will be specified in the notice. Each notice shall be given in the manner described in Paragraph 11(c). (c) (i) Any redemption notice given under this Paragraph 11 shall state the date fixed for redemption and the Redemption Amount. On the redemption date, the Company shall be bound to redeem the Notes to which such notice relates at their Redemption Amount upon presentment thereof. Notices to Holders shall be mailed by the Trustee, first class postage prepaid, at their last addresses as they appear in the Security Register. If applicable, notice of intention to redeem the Notes also shall be given in the manner described in subparagraph (ii) below. Such notice by publication shall be published at least once a week for two successive weeks prior to the date fixed for redemption, the first such publication to be not less than 30 days nor more than 60 days prior to the date fixed for redemption. (ii) If and so long as the Notes are listed on the Luxembourg Stock Exchange and such Exchange shall so require, notices to Holders of the Notes will be given in a daily newspaper of general circulation in Luxembourg. If publication in Luxembourg is not practical, such publication shall be made elsewhere in Europe. The term "daily newspaper" shall mean a newspaper customarily published on each Business Day in morning editions, whether or not it shall be published in Saturday, Sunday or holiday editions. Such publication is expected to be made in the Luxemburger Wort. Such notices will be deemed to have been given on the date of such publication. If by reason of the temporary or permanent suspension of publication of any newspaper or by reason of any other cause, it shall be impossible to make publication of such notice in a daily newspaper as herein provided, then such publication or other notice in lieu thereof, as shall be made by the Trustee, shall constitute sufficient publication of such notice, if such publication or other notice shall, so far as may be possible, approximate the terms and conditions of the publication in lieu of which it is given. The Trustee shall promptly furnish to the Company and each other paying agency a copy of each such notice so published. 12. Notwithstanding anything to the contrary in the Indenture, the term "Business Day" shall mean, for all purposes with respect to the Notes, each Monday, Tuesday, Wednesday, Thursday and Friday that is not a legal holiday for banking institutions in any of the City of Wilmington, Delaware, the City of Chicago, The City of New York, [the City of Luxembourg,] or the city in which the principal corporate trust office of the Trustee is located. 13. This Note shall be governed by the laws of the State of Delaware. EX-5 6 c70545a1exv5.txt OPINION/CONSENT OF ANASTASIA D. KELLY EXHIBIT 5 SEARS, ROEBUCK AND CO. 3333 Beverly Road - B6-210B Hoffman Estates, IL 60179 ANASTASIA D. KELLY Senior Vice President General Counsel 847-286-0844 August 1, 2002 Sears Roebuck Acceptance Corp. 3711 Kennett Pike Greenville, DE 19807 Sears, Roebuck and Co. 3333 Beverly Road Hoffman Estates, IL 60179 Ladies and Gentlemen: I have examined the Registration Statement on Form S-3 (Commission File No. 333-92082) (the "Registration Statement") filed with the Securities and Exchange Commission by Sears Roebuck Acceptance Corp. (the "Company") and Sears, Roebuck and Co. ("Sears") in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of $9,500,000,000 aggregate principal amount of debt securities (the "Debt Securities") for an offering to be made on a continuous or delayed basis pursuant to the provisions of Rule 415 under the Act. I have examined the indenture dated as of May 15, 1995 between the Company and JPMorgan Chase Bank (successor in interest to The Chase Manhattan Bank, N.A.), which will be incorporated by reference into the Registration Statement, under which the Debt Securities are to be issued. I am familiar with the proceedings heretofore taken, and with the additional proceedings proposed to be taken by the Company and Sears in connection with the authorization, registration, issuance and sale of the Debt Securities. Subject to the proposed additional proceedings being taken as now contemplated prior to the issuance of the Debt Securities being otherwise in compliance with then applicable law, I am of the opinion that the Debt Securities will, upon the issuance and sale thereof in the manner referred to in the Registration Statement, be legally issued and binding obligations of the Company in accordance with their terms, except as the foregoing may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and transfer or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law). In giving the above opinion, I have relied, with their permission, on an opinion from Morris, Nichols, Arsht & Tunnell addressed to me and dated July 24, 2002. I consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to me in the Prospectus which is part of the Registration Statement. Very truly yours, /s/ Anastasia D. Kelly EX-15.(B) 7 c70545a1exv15wxby.txt ACKNOWLEDGEMENT OF AWARENESS - DELOITTE & TOUCHE Exhibit 15(b) August 1, 2002 Sears, Roebuck and Co. 3333 Beverly Road Hoffman Estates, Illinois We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of Sears, Roebuck and Co. for the 13-week periods ended March 30, 2002 and March 31, 2001 as indicated in our report dated May 1, 2002 (July 18, 2002 as to Note 7); because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which was included in your Quarterly Report on Form 10-Q/A for the quarter ended March 30, 2002, is being used in this Registration Statement. We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. /s/ Deloitte & Touche LLP EX-23.(A) 8 c70545a1exv23wxay.txt CONSENT OF DELOITTE & TOUCHE LLP - ROEBUCK ACCEP. EXHIBIT 23(a) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Amendment No. 1 to Registration Statement No. 333-92082 of Sears Roebuck Acceptance Corp. and Sears, Roebuck & Co. on Form S-3 of our report dated January 17, 2002, appearing in the Annual Report on Form 10-K of Sears Roebuck Acceptance Corp. for the year ended December 29, 2001 and to the reference to us under the heading "Experts" in the Prospectus, which is part of such Registration Statement. /s/ Deloitte & Touche LLP Philadelphia, Pennsylvania July 30, 2002 EX-23.(B) 9 c70545a1exv23wxby.txt CONSENT OF DELOITTE & TOUCHE LLP - ROEBUCK AND CO. Exhibit 23(b) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Amendment No. 1 to Registration Statement No. 333-92082 of Sears Roebuck Acceptance Corp. and Sears, Roebuck & Co. on Form S-3 of our report dated February 8, 2002, appearing in the Annual Report on Form 10-K of Sears, Roebuck and Co. for the year ended December 29, 2001 and to the reference to us under the heading "Experts" in the Prospectus, which is part of such Registration Statement. /s/ Deloitte & Touche LLP Chicago, Illinois August 1, 2002 EX-24.(B) 10 c70545a1exv24wxby.txt POWER OF ATTORNEY EXHIBIT 24(b) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, being an officer or director or both of SEARS, ROEBUCK AND CO., a New York corporation (the "Company"), hereby does constitute and appoint PAUL J. LISKA, GLENN R. RICHTER, LARRY R. RAYMOND, ANASTASIA D. KELLY and THOMAS E. BERGMANN, with full power to each of them to act alone, as the true and lawful attorneys and agents of the undersigned, with full power of substitution and resubstitution to each of said attorneys, to execute, deliver or file (i) the Company's Registration Statement on Form S-3 for the registration of up to an aggregate principal amount of $9,500,000,000 of debt securities; (ii) any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933 or any amendments or supplements to any of such registration statements; (iii) any application for registration or qualification (or exemption therefrom) of such debt securities under the blue sky or other federal or state securities laws and regulations; and (iv) any other document or instrument deemed necessary or appropriate by any of them in connection with such application for registration or qualification (or exemption therefrom); and for the purpose of causing any such registration statement or any subsequent amendment or supplement to such registration statement to be filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended. IN WITNESS WHEREOF, each of the undersigned has subscribed his or her name on the date opposite his or her name below.
Signature Title Date /s/ Alan J. Lacy Chairman of the Board of Directors, President July 11, 2002 - ---------------------------- and Chief Executive Officer and Director Alan J. Lacy (Principal Executive Officer) /s/ Paul J. Liska Executive Vice President and Chief July 11, 2002 - ---------------------------- Financial Officer Paul J. Liska (Principal Financial Officer) /s/ Thomas E. Bergmann Vice President and Controller July 26, 2002 - --------------------------- (Principal Accounting Officer) Thomas E. Bergmann /s/ Hall Adams, Jr. Director July 15, 2002 - ---------------------------- Hall Adams, Jr. /s/ Brenda C. Barnes Director July 12, 2002 - ---------------------------- Brenda C. Barnes /s/ James R. Cantalupo Director July 16, 2002 - ---------------------------- James R. Cantalupo
/s/ Donald J. Carty Director July 15, 2002 - ---------------------------- Donald J. Carty /s/ W. James Farrell Director July 15, 2002 - ---------------------------- W. James Farrell /s/ Michael A. Miles Director July 15, 2002 - ---------------------------- Michael A. Miles /s/ Hugh B. Price Director July 15, 2002 - --------------------------- Hugh B. Price /s/ Dorothy A. Terrell Director July 12, 2002 - ---------------------------- Dorothy A. Terrell /s/ Raul Yzaguirre Director July 12, 2002 - ---------------------------- Raul Yzaguirre
EX-25 11 c70545a1exv25.txt FORM T-1 STATEMENT OF ELIGIBILITY Exhibit 25 ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ---------------------------------------- JPMORGAN CHASE BANK (Exact name of trustee as specified in its charter) NEW YORK 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) -------------------------------------------- SEARS ROEBUCK ACCEPTANCE CORP. (Exact name of obligor as specified in its charter) DELAWARE 51-0080535 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 3711 KENNETT PIKE GREENVILLE, DE 19807 (Address of principal executive offices) (Zip Code) -------------------------------------------- DEBT SECURITIES (Title of the indenture securities) -------------------------------------------- GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor and Guarantors. If the obligor or any Guarantor is an affiliate of the trustee, describe each such affiliation. None. - 2 - Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Restated Organization Certificate of the Trustee dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.) 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-76894, which is incorporated by reference.) 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). On November 11, 2001, in connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust Company of New York, the surviving corporation was renamed JPMorgan Chase Bank. 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 8TH day of JULY, 2002. JPMORGAN CHASE BANK By /s/ Nicholas Sberlati ---------------------------- Nicholas Sberlati Trust Officer Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF JPMorgan Chase Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business March 31, 2002, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. DOLLAR AMOUNTS ASSETS IN MILLIONS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ..................................... $ 22,028 Interest-bearing balances ............................. 9,189 Securities: Held to maturity securities ................................ 428 Available for sale securities .............................. 56,159 Federal funds sold and securities purchased under agreements to resell Federal funds sold in domestic offices ................ 1,901 Securities purchased under agreements to resell ....... 69,260 Loans and lease financing receivables: Loans and leases held for sale ........................ 13,042 Loans and leases, net of unearned income .............. $165,950 Less: Allowance for loan and lease losses ............. 3,284 Loans and leases, net of unearned income and allowance ............................................. 162,666 Trading Assets ............................................. 152,633 Premises and fixed assets (including capitalized leases) ... 5,737 Other real estate owned..................................... 43 Investments in unconsolidated subsidiaries and associated companies .................................. 366 Customers' liability to this bank on acceptances outstanding ........................................... 306 Intangible assets Goodwill ........................................... 1,908 Other Intangible assets ............................ 7,218 Other assets ............................................... 38,458 -------- TOTAL ASSETS ............................................... $541,342 ======== LIABILITIES Deposits In domestic offices .................................................... $ 151,985 Noninterest-bearing .................................................... $ 66,567 Interest-bearing ....................................................... 85,418 In foreign offices, Edge and Agreement subsidiaries and IBF's ................................................. 119,955 Noninterest-bearing ................................................. $ 6,741 Interest-bearing ....................................................... 113,214 Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased in domestic offices ............................ 12,983 Securities sold under agreements to repurchase ......................... 82,618 Trading liabilities ......................................................... 94,099 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) .............................. 10,234 Bank's liability on acceptances executed and outstanding .................... 311 Subordinated notes and debentures ........................................... 9,679 Other liabilities ........................................................... 25,609 TOTAL LIABILITIES ........................................................... 507,473 Minority Interest in consolidated subsidiaries .............................. 109 EQUITY CAPITAL Perpetual preferred stock and related surplus ............................... 0 Common stock ................................................................ 1,785 Surplus (exclude all surplus related to preferred stock) ................... 16,304 Retained earnings ........................................................... 16,548 Accumulated other comprehensive income ...................................... (877) Other equity capital components ............................................. 0 TOTAL EQUITY CAPITAL ........................................................ 33,760 --------- TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL .................... $ 541,342 =========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. WILLIAM B. HARRISON, JR. ) ELLEN V. FUTTER ) LAWRENCE A. BOSSIDY ) -----END PRIVACY-ENHANCED MESSAGE-----