Exhibit 1.2
PRICING AGREEMENT
XXXXXXX, XXXXX & CO.
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
X. X. XXXXXX SECURITIES INC.
XXXXXX XXXXXXX & CO. INCORPORATED
SALOMON BROTHERS INC
As the several Underwriters named
in Schedule I hereto
c/o Goldman, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
November 19, 1996
Dear Sirs:
Sears Xxxxxxx Acceptance Corp., a Delaware corporation (the
"Company"), proposes subject to the terms and conditions stated
herein and in the Underwriting Agreement, dated November 19,
1996 (the "Underwriting Agreement"), executed between the
Company and Sears, Xxxxxxx and Co. ("Sears"), on the one hand,
and Xxxxxxx, Sachs & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated,, X. X. Xxxxxx Securities Inc., Xxxxxx Xxxxxxx &
Co. Incorporated and Salomon Brothers Inc 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, except that 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 the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined) and also a
representation and warranty as of the date of this Pricing
Agreement 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.
If the foregoing is in accordance with your understanding,
please sign and return two counterparts hereof.
Very truly yours,
SEARS XXXXXXX ACCEPTANCE CORP.
By: /S/Xxxxxxx X. Carp
SEARS, XXXXXXX AND CO.
By: /S/Xxxxx X. Xxxxxxxx
Accepted as of the date hereof:
/S/Xxxxxxx, Xxxxx & Co.
(Xxxxxxx, Sachs & Co.)
Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated
/S/Xxxxxx X. Xxxxxxxxxxx
Vice Presdient
X.X. Xxxxxx Securities Inc.
/S/X. Xxxxxx Xxxxxx
Xxxxxx Xxxxxxx & Co. Incorporated
/S/Xxxxxx Xxxxxxxxx
Managing Director
Salomon Brothers Inc
/S/Xxxx Xxxxxx Xxxxx
Vice President
SCHEDULE I
Principal Amount
of Designated
Securities to
Underwriter be Purchased
----------- -----------------
Xxxxxxx, Sachs & Co. ........................$ 60,000,000
Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated ....................... 60,000,000
X.X. Xxxxxx Securities Inc. ................. 60,000,000
Xxxxxx Xxxxxxx & Co. Incorporated............. 60,000,000
Salomon Brothers Inc ........................ 60,000,000
-----------
Total $ 300,000,000
SCHEDULE II
Title of Designated Securities:
6.70% Notes due November 15, 2006
Aggregate principal amount:
$300,000,000
Price to Public:
100.0% of the principal amount of
the Designated Securities, plus accrued
interest from November 25, 1996 to the Time of
Delivery
Purchase Price by Underwriters:
99.375% of the principal amount of the
Designated Securities, plus accrued
interest from November 25, 1996 to the Time of
Delivery
Indenture:
Indenture, dated as of May 15, 1995,
between the Company and The Chase Manhattan
Bank, N.A., as Trustee
Maturity:1
Interest Rate:1
Interest Payment dates:1
Redemption Provisions:
None
Sinking Fund Provisions:
None
Time of Delivery:
9:00 A.M., Chicago time, November 25, 1996
Funds in which payment by Underwriters to Company to be made:
Same day funds
Method of Payment:
Wire transfer to The Chase Manhattan Bank, N.A., for the
Account of Sears Xxxxxxx Acceptance Corp., Account No. 900-0000000
Closing Location:
Hoffman Estates, Illinois and Delaware
Delayed Delivery:
None
Counsel:
To the Company and Sears, Xxxxx X. Xxxxxx, Assistant General
Counsel-Corporate & Securities, Sears, Xxxxxxx and Co.
To the Underwriters, Wachtell, Lipton, Xxxxx & Xxxx
FORM OF NOTE
[FORM OF FACE OF NOTE]
Number $.............
SEARS XXXXXXX ACCEPTANCE CORP.
6.70% Note due November 15, 2006
6.70% 6.70%
Due 2006 Due 2006
Sears Xxxxxxx Acceptance Corp., a corporation organized and
existing under the laws of the State of Delaware (hereinafter
called the "Company"), for value received, hereby promises to
pay to , or registered assigns,
the principal sum of Dollars upon
presentation and surrender of this Note, on the fifteenth day of
November, 2006, at the office or agency of the Company in the
Borough of Manhattan in The City of New York or, at the option
of the holder hereof, such office or agency, if any, maintained
by the Company in the city in which the principal executive
offices of the Company are located or the city in which the
principal corporate trust office of the Trustee is located, 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 on said principal sum at the rate of 6.70%
per annum, 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 either of such
offices or agencies, in like coin or currency, from the May 15
or November 15, as the case may be, next preceding the date
hereof to which interest has been paid on the Notes referred to
on the reverse hereof (unless the date hereof is the date to
which interest has been paid on such Notes, in which case from
the date hereof, or unless the date hereof is prior to May 15,
1997, in which case from November 25, 1996), semiannually,
commencing on May 15, 1997, on May 15 and November 15, until
payment of said principal sum has been made or duly provided
for. Notwithstanding the foregoing, if this Note is dated after
any May 1 and before the following May 15, or after any November
1 and before the following November 15, then this Note shall
bear interest from such following May 15 or November 15,
provided, however, that if the Company shall default in the
payment of interest due on such following May 15 or November 15,
this Note shall bear interest from the next preceding May 15 or
November 15 to which interest has been paid on such Notes, or if
no interest has been paid on such Notes, then from November 25,
1996. The interest so payable on any May 15 or November 15
will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the person in
whose name this Note is registered at the close of business on
the May 1 prior to such May 15 or the November 1 prior to such
November 15. 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 Noteholders 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 provided in such
Indenture.
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 Xxxxxxx Acceptance Corp.
By ______________________________
President
By________________________________
Vice President, Finance and
Assistant Secretary
[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.
The Chase Manhattan Bank
as Trustee
By:____________________________
Authorized Officer
[FORM OF REVERSE SIDE OF NOTE]
SEARS XXXXXXX ACCEPTANCE CORP.
6.70% Note due November 15, 2006
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
May 15, 1995, executed between the Company and THE CHASE
MANHATTAN BANK, N.A., 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 "6.70% Notes due November 15, 2006" of the
Company, limited in aggregate principal amount to $300,000,000
(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.
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.
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.
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.
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 on this Note at the place, at the
respective times, at the rate, and in the currency, herein
prescribed.
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 such office or
agency, if any, maintained by the Company in the city in which
the principal executive offices of the Company are located or
the city in which the principal corporate trust office of the
Trustee is located, 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.
The Notes are issuable only as registered Notes without
coupons, in denominations of $1,000 and any 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 hereon, such office or agency, if any, maintained
by the Company in the city in which the principal executive
offices of the Company are located or the city in which the
principal corporate trust office of the Trustee is located.
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 hereon and for all other purposes, and neither the
Company, the Trustee, an Authenticating Agent, a paying agent
nor 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.
No recourse shall be had for the payment of the principal of or
the interest 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.
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1 Incorporated by reference to attached form of security.
