Exhibit 1.1
PRICING AGREEMENT
XXXXXX XXXXXXX & CO. INCORPORATED
XXXXXXX, SACHS & CO.
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
X. X. XXXXXX SECURITIES INC.
As the several Underwriters named
in Schedule I hereto
c/o Morgan Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
May 13, 1997
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 May 13, 1997
(the "Underwriting Agreement"), executed between the Company and
Sears, Xxxxxxx and Co. ("Sears"), on the one hand, and Xxxxxx
Xxxxxxx & Co. Incorporated, Xxxxxxx, Sachs & Co., Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx Incorporated, and X. X. Xxxxxx Securities
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/ XXXXX X. XXXXX
SEARS, XXXXXXX AND CO.
By: /S/ XXXXX X. XXXXXXXX
Accepted as of the date hereof:
XXXXXX XXXXXXX & CO. INCORPORATED
By: /S/ XXXXXX XXXXXXXXXX
Principal
/S/ XXXXXXX, XXXXX & CO.
. . . . . . . . . . . . . . . . . . . . . . . .
(Xxxxxxx, Sachs & Co.)
XXXXXXX LYNCH, PIERCE,
XXXXXX & XXXXX INCORPORATED
By: /S/ XXXXX XXXXXXXX
Managing Director
X. X. Xxxxxx Securities Inc.
By: __/S/ X. XXXXXX MILLET_________________
SCHEDULE I
Underwriter
Principal Amount of
Designated Securities to be
purchased
Xxxxxx Xxxxxxx & Co. Incorporated $ 75,000,000
Xxxxxxx, Sachs & Co. $ 75,000,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated 75,000,000
X. X. Xxxxxx Securities Inc. 75,000,000
Total $300,000,000
SCHEDULE II
Title of Designated Securities:
6.95% Notes due May 15, 2002
Aggregate principal amount:
$300,000,000
Price to Public:
99.808% of the principal amount of
the Designated Securities, plus accrued
interest from May 16, 1997 to the Time of
Delivery
Purchase Price by Underwriters:
99.258% of the principal amount of the
Designated Securities, plus accrued
interest from May 16, 1997 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, May 16, 1997
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. 900-0000000
Closing Location:
Chicago, Illinois and Delaware
1 Incorporated by reference to attached form of security.
Delayed Delivery: None
Counsel:
To the Company and Sears, Xxxxx X. Xxxxxx, Assistant
General Counsel-Corporate & Securities,
Sears, Xxxxxxx and Co.
To the Underwriters, Cleary, Gottlieb, Xxxxx & Xxxxxxxx
FORM OF NOTE
[FORM OF FACE OF NOTE]
Number $.............
SEARS XXXXXXX ACCEPTANCE CORP.
6.95% Note due May 15, 2002
6.95% 6.95%
Due 2002 Due 2002
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
May, 2002, 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 6.95% 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 November 15 or May
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 November 15, 1997, in which
case from May 16, 1997), semiannually, commencing on November
15, 1997, on November 15 and May 15, until payment of said
principal sum has been made or duly provided for.
Notwithstanding the foregoing, if this Note is dated after any
November 1 and before the following November 15, or after any
May 1 and before the following May 15, then this Note shall bear
interest from such following November 15 or May 15, provided,
however, that if the Company shall default in the payment of
interest due on such following November 15 or May 15, this Note
shall bear interest from the next preceding November 15 or May
15 to which interest has been paid on such Notes, or if no
interest has been paid on such Notes, then from May 16, 1997.
The interest so payable on any November 15 or May 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 November
1 prior to such November 15 or the May 1 prior to such May 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 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.
6.95% Note due May 15, 2002
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 "6.95% Notes due May 15, 2002" 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 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.
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.
