Exhibit 1(c)
PRICING AGREEMENT
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
As Representatives of the several Underwriters named
in Schedule I hereto
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
October 3, 1997
Dear Sirs:
Sears ▇▇▇▇▇▇▇ Acceptance Corp., a Delaware corporation (the
"Company"), proposes subject to the terms and conditions stated herein and in
the Underwriting Agreement, dated June 25, 1997 (the "Underwriting
Agreement"), executed between the Company and Sears, ▇▇▇▇▇▇▇ and Co.
("Sears"), on the one hand, and ▇▇▇▇▇▇▇, Sachs & Co., 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 ▇▇▇▇▇▇▇ ACCEPTANCE CORP.
By:/S/▇▇▇▇▇ ▇. ▇▇▇▇▇
SEARS, ▇▇▇▇▇▇▇ AND CO.
By:/S/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Accepted as of the date hereof:
As Representatives of the several Underwriters
By: /S/▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
(▇▇▇▇▇▇▇, Sachs & Co.)
SCHEDULE I
Underwriter Principal
Amount of
Designated
Securities to
be purchased
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. $60,000,000
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated 60,000,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated 60,000,000
▇.▇. ▇▇▇▇▇▇ Securities Inc. 60,000,000
Salomon Brothers Inc 60,000,000
Total $300,000,000
SCHEDULE II
Title of Designated Securities:
6.875% Notes due October 15, 2017
Aggregate principal amount:
$300,000,000
Price to Public:
99.912% of the principal amount of
the Designated Securities, plus accrued
interest from October 8, 1997 to the Time of
Delivery
Purchase Price by Underwriters:
99.037% of the principal amount of the
Designated Securities, plus accrued
interest from October 8, 1997 to the Time of
Delivery
Indenture:
Indenture, dated as of May 15, 1995,
between the Company and The Chase Manhattan
Bank, as Trustee
Maturity:1
Interest Rate:1
Interest Payment dates:1
Redemption Provisions:1
Sinking Fund Provisions:
None
Time of Delivery:
9:00 A.M., Chicago time, October 8, 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, ABA No. ▇▇▇-▇▇▇▇-▇▇,
for
the Account of Sears ▇▇▇▇▇▇▇ Acceptance Corp., Account No. 910-▇▇▇▇▇▇▇
Closing Location:
Chicago, Illinois and Delaware
Delayed Delivery:
None
Counsel:
To the Company and Sears, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Assistant General
Counsel-Corporate & Securities, Sears, ▇▇▇▇▇▇▇ and Co.
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
To the Underwriters, Cleary, Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
FORM OF NOTE
[FORM OF FACE OF NOTE]
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("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 ▇▇▇▇▇▇▇ ACCEPTANCE CORP.
6.875% Note due October 15, 2017
6.875% 6.875%
Due 2017 Due 2017
Sears ▇▇▇▇▇▇▇ 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 October, 2017, 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 6.875% 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 April 15 or October
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 April 15,
1998, in which case from October 8, 1997), semiannually, commencing on April
15, 1998, on April 15 and October 15, until payment of said principal sum has
been made or duly provided for. Notwithstanding the foregoing, if this Note
is dated after any April 1 and before the following April 15, or after any
October 1 and before the following October 15, then this Note shall bear
interest from such following April 15 or October 15, provided, however, that
if the Company shall default in the payment of interest due on such following
April 15 or October 15, this Note shall bear interest from the next preceding
April 15 or October 15 to which interest has been paid on such Notes, or if
no interest has been paid on such Notes, then from October 8, 1997. The
interest so payable on any April 15 or October 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 April 1 prior to such April 15 or the October 1 prior to such
October 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.
If any Interest Payment Date of the Maturity Date falls on a day that is
not a Business Day, the interest or principal pament shall be made on the
next day that is a Business Day, and no interest on such payment shall accrue
for the period from and after the Interest Payment Date or the Maturity Date.
Interest on the Notes 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 ▇▇▇▇▇▇▇ Acceptance Corp.
By ___________________________________
President
By ____________________________________
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 ▇▇▇▇▇▇▇ ACCEPTANCE CORP.
6.875% Note due October 15, 2017
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 "6.875%
Notes due October 15, 2017" 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.
2. The Notes will be redeemable, in whole or in part, at the option of
the Company at any time upon not less than 30 nor more than 60 days' notice,
at a redemption price equal to the greater of (i) 100% of the principal
amount of such Notes or (ii) as determined by an Independent Investment
Banker (as defined herein), the sum of the present values of the remaining
scheduled payments of principal and interest thereon (not including any
portion of such payments of interest accrued as of the date of redemption)
discounted to the redemption date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus,
in each case, accrued interest thereon to the date of redemption. Unless the
Company defaults in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the Notes or portions
thereof called for redemption.
"Adjusted Treasury Rate" means, with respect to any redemption
date,
the rate per annum equal to the semiannual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date, plus 0.20%.
"Comparable Treasury Issue" means the United States Treasury
security
selected by an Independent Investment Banker as having a maturity comparable
to the remaining term of the Notes to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes.
"Comparable Treasury Price" means, with respect to any redemption
date (A) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations (if any), or (B) if the Trustee obtains fewer than
three such Reference Treasury Quotations, the average of all such Quotations.
"Independent Investment Banker" means one of the Reference
Treasury
Dealers appointed by the Company.
"Reference Treasury Dealer" means each of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.,
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇.▇. ▇▇▇▇▇▇ Securities
Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, Salomon Brothers Inc and their
respective successors; provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (A
"Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer at 5:00 p.m. (New York City time)
on the third Business Day preceding such redemption date.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.