SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 19, 2001
SEARS ROEBUCK ACCEPTANCE CORP.
(Exact name of registrant as specified in charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer (Identification No.) |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code
(302) 434-3112
Item 5. Other Events.
On January 19, 2001, Registrant executed (i) an Underwriting Agreement with Sears, Roebuck and Co., Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated as Representatives of the several underwriters named therein relating to debt securities and (ii) a Pricing Agreement with Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated as Representatives of the several underwriters named therein, relating to $800,000,000 aggregate principal amount of Registrants 7% Notes due February 1, 2011. A copy of the Underwriting Agreement is attached as Exhibit 1(a) and a copy of the Pricing Agreement is attached as Exhibit 1(b).
In connection with the issuance of the Notes: (i) Anastasia D. Kelly, Executive Vice President, General Counsel of Sears, Roebuck and Co. has delivered an opinion to Registrant, dated January 26, 2001, regarding the validity of the Notes, upon issuance and sale thereof on January 26, 2001; and (ii) Mayer, Brown & Platt, special counsel to Registrant and Sears, has delivered an opinion to Registrant and Sears, dated January 26, 2001, as to certain federal tax matters concerning the Notes. A copy of the opinion as to legality is attached as Exhibit 5, and a copy of the opinion as to certain tax matters is attached as Exhibit 8.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
| Exhibit No. | Description |
| Pricing Agreement, dated January 19, 2001, among Registrant, Sears, Roebuck and Co., Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated. | |
| Underwriting Agreement, dated January 19, 2001, among Registrant, Sears, Roebuck and Co. and Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated. | |
| Form of 7% Note. | |
| Opinion of Anastasia D. Kelly dated January 26, 2001, relating to the validity of $800,000,000 aggregate principal amount of 7% Notes due February 1, 2011. | |
| Opinion of Mayer, Brown & Platt as to certain federal tax matters concerning the Registrants 7% Notes due February 1, 2011. | |
| Consent of Anastasia D. Kelly, Executive Vice President, General Counsel of Sears, Roebuck and Co. (included in Exhibit 5). | |
| Consent of Mayer, Brown & Platt (included in Exhibit 8). |
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto authorized.
| By: /s/ | Keith E. Trost |
| Keith E. Trost President |
| Pricing Agreement, dated January 19, 2001, among Registrant, Sears, Roebuck and Co., Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated. | |
| Underwriting Agreement, dated January 19, 2001, among Registrant, Sears, Roebuck and Co. and Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated. | |
| Form of 7% Note. | |
| Opinion of Anastasia D. Kelly dated January 26, 2001, relating to the validity of $800,000,000 aggregate principal amount of 7% Notes due February 1, 2011. | |
| Opinion of Mayer, Brown & Platt as to certain federal tax matters concerning the Registrants 7% Notes due February 1, 2011. | |
| Consent of Anastasia D. Kelly, Executive Vice President, General Counsel of Sears, Roebuck and Co. (included in Exhibit 5). | |
| Consent of Mayer, Brown & Platt (included in Exhibit 8). |
