Exhibit 1(a)
PRICING AGREEMENT
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
As Representatives of the several Underwriters named
in Schedule I hereto
World Financial Center
Xxxxx Xxxxx
Xxx Xxxx, XX 00000
November 19, 1998
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 September 18, 1997
(the "Underwriting Agreement"), executed between the Company and
Sears, Xxxxxxx and Co. ("Sears"), on the one hand, and Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, 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
(except that the Underwriting Agreement is hereby amended by
replacing "Xxxxxxx X. Xxxxx" with "Xxxxxx Xxxxxx" in Section 13 and
by replacing "subdivision (viii)" with "subdivision (ix)" in the
second sentence of the last paragraph of subsection 8(c)); 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. The
obligations of the Underwriters hereunder are subject to the
condition that Cleary, Gottlieb, Xxxxx & Xxxxxxxx, counsel to the
Underwriters, shall have furnished you with a written opinion of
counsel, dated the Time of Delivery for the Designated Securities,
in form and substance satisfactory to you in your reasonable
judgment as to matters customary for a transaction of the type
contemplated hereby.
If the foregoing is in accordance with your understanding, please
sign and return 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 XXXXXXX ACCEPTANCE CORP.
By:
________________________________
SEARS, XXXXXXX AND CO.
By:
________________________________
Accepted as of the date hereof:
XXXXXXX LYNCH, PIERCE,
XXXXXX & XXXXX INCORPORATED
As Representative of the several Underwriters
By:
______________________________
Managing Director
SCHEDULE I
Underwriter Principal
Amount of
Designated
Securities to
be purchased
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 150,000,000
Bear, Xxxxxxx & Co. Inc 30,000,000
Chase Securities Inc. 30,000,000
Xxxxxxx, Xxxxx & Co. 30,000,000
X.X. Xxxxxx & Co. 30,000,000
Xxxxxx Xxxxxxx & Co. Incorporated 30,000,000
Total $ 300,000,000
SCHEDULE II
Title of Designated Securities:
6.50% Notes due December 1, 2028
Aggregate principal amount:
$300,000,000
Price to Public:
97.024% of the principal amount of
the Designated Securities
Purchase Price by Underwriters:
96.149% of the principal amount of the
Designated Securities
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: 1
Sinking Fund Provisions:
None
Time of Delivery:
8:00 A.M., Chicago time, November 24, 1998
Funds in which payment by Underwriters to Company to be made:
Same day funds
Method of Payment:
Wire transfer to The Chase Manhattan Bank, for the Account of Sears
Xxxxxxx Acceptance
Corp., Account No. 910-0000000, ABA No. 000000000
Closing Location:
Chicago, Illinois and Delaware
Delayed Delivery:
None
Counsel:
To the Company and Sears:
* Xxxxx X. Xxxxxx, Assistant General Counsel-Corporate &
Securities, Sears, Xxxxxxx and Co.
* Xxxxxx & Xxxxxxx
To the Underwriters:
* Cleary, Gottlieb, Xxxxx & Xxxxxxxx
FORM OF NOTE
[FORM OF FACE OF NOTE]
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY 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 THE DEPOSITORY TRUST
COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), 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 $___________
CUSIP NO. 000000XX0
SEARS XXXXXXX ACCEPTANCE CORP.
6.50% Note due December 1, 2028
6.50% 6.50%
Due 2028 Due 2028
Sears Xxxxxxx Acceptance Corp., a corporation organized and
existing under the laws of the State of Delaware (hereinafter
called the "Company"), for value received, hereby promises to pay
to CEDE & Co., or registered assigns, the principal sum of
_____________________ Dollars ($__________) upon presentation and
surrender of this Note, on the first day of December, 2028, 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, 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 6.50% 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 June 1 or
December 1, 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 June 1, 1999, in
which case from November 24, 1998), semi-annually, commencing on
June 1, 1999, on June 1 and December 1, until payment of said
principal sum has been made or duly provided for. Notwithstanding
the foregoing, if this Note is dated after any May 17 and before
the following June 1, or after any November 16 and before the
following December 1, then this Note shall bear interest from such
following June 1 or December 1, as applicable, provided, however,
that if the Company shall default in the payment of interest due on
such following June 1 or December 1, this Note shall bear interest
from the next preceding June 1or December 1 to which interest has
been paid on such Note, or if no interest has been paid on such
Note, then from November 24, 1998. The interest so payable on any
June 1 or December 1, 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 17 prior to such June 1 or the November 16
prior to such December 1. 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.
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 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 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 on the portion of this Note that the
Company redeems (excluding the portion of any payment of interest
that has accrued 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 the
date that the Company redeems that portion of this Note. The
Company will appoint a Reference Treasury Dealer 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 to 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 not accrue on that portion of this Note that the
Company calls for redemption unless the Company fails to pay the
redemption price on or after the redemption date.
"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 0.25%.
"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 Bear, Xxxxxxx & Co. Inc.,
Chase Securities Inc., Xxxxxxx, Xxxxx & Co., Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., Xxxxxx
Xxxxxxx & Co. Incorporated, and their respective successors;
provided, however, that if any of them ceases to be a primary U.S.
Government securities dealer in New York City, the Company may
replace that entity with another primary U.S. Government securities
dealer in New York City.
"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.
If any Interest Payment Date or the Maturity Date falls on a day
that is not a Business Day, the interest or principal 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. Interest on the Note
well 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: November 24, 1998
Sears Xxxxxxx 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.
The Chase Manhattan Bank
as Trustee
By:___________________________________
Authorized Officer
[FORM OF REVERSE SIDE OF NOTE]
SEARS XXXXXXX ACCEPTANCE CORP.
6.50% Note due December 1, 2028
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 May 15, 1995, executed between the Company and THE CHASE
MANHATTAN BANK, 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 "6.50% Notes due December
1, 2028" 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 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, 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.
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, 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.
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 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 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.
