Exhibit 99.1
BOOK-ENTRY-ONLY MEDIUM-TERM NOTE, DEPOSIT NOTE, OR
MEDIUM-TERM BANK NOTE
(MASTER NOTE AND/OR GLOBAL CERTIFICATES) PROGRAM
Letter of Representations
[To be Completed by Issuer, Issuing Agent, and Paying Agent]
SEARS ROEBUCK ACCEPTANCE CORP.
[Name of Issuer]
THE CHASE MANHATTAN BANK 2823
[Name and DTC Participant Number of Issuing Agent]
THE CHASE MANHATTAN BANK 2823
[Name and DTC Participant Number of Paying Agent]
June 13, 1997
Attention: General Counsel's Office
The Depository Trust Company
55 Water Street; 49th Floor
New York, NY 10041-0099
Re: SEARS ROEBUCK ACCEPTANCE CORP.
MEDIUM-TERM NOTES SERIES IV
[Description of Note Program, including, as
applicable, (i) series designator; (ii) rank
of indebtedness; and (iii) reference to the
provision of the Securities Act of 1933, as
amended, pursuant to which Note Program is
exempt from registration]
Ladies and Gentlemen:
This letter sets forth our understanding with respect to
certain matters relating to the issuance by Issuer from time to
time of notes under its note program described above (the
"Securities"). Issuing Agent will act as issuing agent with
respect to the Securities. Paying Agent will act as paying agent
with respect to the Securities. The Securities will be issued
pursuant to a prospectus supplement, private placement
memorandum, or other such document authorizing the issuance of
the Securities, dated as of June 13, 1997.
Paying Agent has entered into a Money Market Instrument
Master Note and/or Global Certificates Certificate Agreement, or
a Medium-Term Note Certificate Agreement, with The Depository
Trust Company ("DTC") dated as of March 10, 1989, pursuant to
which Paying Agent will act as custodian of a Master Note
Certificate and/or Global Certificates evidencing the Securities,
when issued. Paying Agent will amend Exhibit A to such
Certificate Agreement to include the note program described
above, prior to issuance of the Securities.
To induce DTC to accept the Securities as eligible for
deposit at DTC and to act in accordance with its Rules with
respect to the Securities, Issuer, Issuing Agent, and Paying
Agent make the following representations to DTC:
1. All or certain issues of the Securities shall be
evidenced by one Master Note Certificate, or by one or more
Global Certificates for each issue, in registered form registered
in the name of DTC's nominee, Cede & Co., and such Certificate or
Certificates shall represent 100% of the principal amount of the
Securities issued through DTC. The Master Note Certificate, if
any, shall include the substance of all material provisions set
forth in the appropriate DTC model Master Note for the note
program described above, a copy of which previously has been
furnished to Issuing Agent and Paying Agent, and may include
additional provisions as long as they do not conflict with the
material provisions set forth in the DTC model. If the principal
amount of an issue of the Securities to be evidenced by one or
more Global Certificates, if any, exceeds $200,000,000, one
Global Certificate shall be issued with respect to each
$200,000,000 of principal amount and an additional Global
Certificate shall be issued with respect to any remaining
principal amount. Paying Agent shall cause each Global
Certificate to be stamped with the following legend:
Unless this certificate is presented by an
authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to Issuer
or its agent for registration of transfer, exchange,
or payment, and any certificate issued is registered
in the name of Cede & Co. or in such other name as is
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.
2. Issuer or Issuing Agent has obtained from the CUSIP
Service Bureau a written list of approximately 900 nine-character
numbers (the basic first six characters of which are the same and
uniquely identify Issuer and the Securities to be issued under
its note program described above). The CUSIP numbers on such
list have been reserved for future assignment to issues of the
Securities. At any time when fewer than 100 of the CUSIP numbers
on such list remain unassigned, Issuer or Issuing Agent shall
promptly obtain from the CUSIP Service Bureau an additional
written list of approximately 900 such numbers.
3. When Securities are to be issued through DTC, Issuing
Agent shall give notice to Paying Agent and issuance instructions
to DTC in accordance with DTC's Procedures, including DTC's Final
Plan for DTC Money Market Programs, and DTC's Issuing/Paying
Agent General Operating Procedures and Participant Terminal
System Procedures for Medium-Term Notes (MTNs) Including Deposit
Notes and Medium-Term Bank Notes (the "Procedures"), a copy of
which previously has been furnished to Issuing Agent and Paying
Agent. The giving of such issuance instructions, which include
delivery instructions, to DTC shall constitute: (a) a
representation that the Securities are issued in accordance with
applicable law; and (b) a confirmation that a Master Note
Certificate, or a Global Certificate (or Certificates),
evidencing such Securities, in the form described in Paragraph 1,
has been issued and authenticated.
4. Issuer recognizes that DTC does not in any way undertake
to, and shall not have any responsibility to, monitor or
ascertain the compliance of any transactions in the Securities
with any exemptions from registration under the Securities Act of
1933 or of any other state or federal securities laws.
5. If issuance of Securities through DTC is scheduled to
take place one or more days after Issuing Agent has given
issuance instructions to DTC, Issuing Agent may cancel such
issuance by giving a cancellation instruction to DTC in
accordance with the Procedures.
6. At any time that Paying Agent has Securities in its DTC
accounts, it may request withdrawal of such Securities from DTC
by giving a withdrawal instruction to DTC in accordance with the
Procedures. Upon DTC's acceptance of such withdrawal
instruction, Paying Agent shall reduce the principal amount of
the Securities evidenced, as the case may be, by the Master Note
Certificate, or by one or more Global Certificates, accordingly.
7. In the event of any solicitation of consents from or
voting by holders of the Securities, Issuer, Issuing Agent, or
Paying Agent shall establish a record date for such purposes
(with no provision for revocation of consents or votes by
subsequent holders) and shall, to the extent possible, send
notice of such record date to DTC not less than 15 calendar days
in advance of such record date. If delivered by hand or sent by
mail or overnight delivery, such notice shall be sent to:
Supervisor; Proxy
Reorganization Department
The Depository Trust Company
7 Hanover Square; 23rd Floor
New York, NY 10004-2695
If sent by telecopy, such notice shall be sent to (212) 709-6896
or (212) 709-6897. Issuer, Issuing Agent, or Paying Agent shall
confirm DTC's receipt of such telecopy by telephoning (212) 709-
6870.
8. Notices of reorganization events (corporate actions)
with respect to the Securities, including full or partial
redemptions (calls), repayments (puts), extensions of maturities,
resets of interest rates or spreads, mandatory tenders, and
consolidations of individual issues, shall be given to DTC by
Paying Agent in accordance with the Procedures.
9. Paying Agent may override DTC's determination of
interest and principal payment dates, in accordance with the
Procedures.
10. Notice regarding the amount of variable interest and
principal payments on the Securities shall be given to DTC by
Paying Agent in accordance with the Procedures.
11. All notices sent to DTC shall contain the CUSIP number
of the Securities.
12. Paying Agent shall confirm with DTC daily by CUSIP
number the face value of the Securities outstanding, and Paying
Agent's corresponding interest and principal payment obligations,
in accordance with the Procedures.
13. DTC may direct Issuer, Issuing Agent, or Paying Agent
to use any other number or address as the number or address to
which notices may be sent.
14. Payments on the Securities, including payments in
currencies other than the U.S. Dollar, shall be made by Paying
Agent in accordance with the Procedures.
15. In the event that Issuer determines that beneficial
owners of Securities shall be able to obtain certificated
Securities, Issuer or Paying Agent shall notify DTC of the
availability of certificates. In such event, Issuer or Paying
Agent shall issue, transfer, and exchange certificates in
appropriate amounts, as required by DTC and others.
16. DTC may discontinue providing its services as
securities depository with respect to the Securities at any time
by giving reasonable notice to Issuer or Paying Agent (at which
time DTC will confirm with Issuer or Paying Agent the aggregate
amount of Securities outstanding by CUSIP number). Under such
circumstances, at DTC's request Issuer and Paying Agent shall
cooperate fully with DTC by taking appropriate action to make
available one or more separate certificates evidencing Securities
to any DTC Participant having Securities credited to its DTC
accounts.
17. Issuer: (a) understands that DTC has no obligation to,
and will not, communicate to its Participants or to any person
having an interest in the Securities any information contained in
the Master Note Certificate, if any, or the Global Certificates,
if any; and (b) acknowledges that neither DTC's Participants nor
any person having an interest in the Securities shall be deemed
to have notice of the provisions of such Certificate or
Certificates by virtue of submission of such Certificate or
Certificates to DTC.
18. Issuer authorizes DTC to provide to Issuing Agent or
Paying Agent listings of DTC Participants' holdings with respect
to the Securities from time to time at the request of Issuing
Agent or Paying Agent. Issuer authorizes Issuing Agent and
Paying Agent to provide DTC with such signatures, exemplars of
signatures, and authorizations to act as may be deemed necessary
by DTC to permit DTC to discharge its obligations to DTC
Participants and appropriate regulatory authorities.
19. Nothing herein shall be deemed to require Issuing Agent
or Paying Agent to advance funds on behalf of Issuer.
Note: Very truly yours,
Schedule A contains
statements that DTC SEARS ROEBUCK ACCEPTANCE CORP.
believes accurately (Issuer)
describe DTC, the By: /s/ George F. Slook
method of effecting book- (Authorized Officer's
entry transfers of securities Signature)
distributed through DTC,
and certain related THE CHASE MANHATTAN BANK
matters. (Issuing Agent)
By: /s/ Tim Burke
(Authorized Officer's
Signature)
THE CHASE MANHATTAN BANK
(Paying Agent)
By: /s/ Tim Burke
(Authorized Officer's
Signature)
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By: /s/ Robyn Brandow
SCHEDULE A
SAMPLE OFFERING DOCUMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
(Prepared by DTC--bracketed material may be applicable only to
certain issues)
1. The Depository Trust Company ("DTC"), New York, NY, will
act as securities depository for the securities (the
"Securities"). The Securities will be issued as fully-registered
securities registered in the name of Cede & Co. (DTC's
partnership nominee). One fully-registered Security certificate
will be issued for [each issue of] the Securities, [each] in the
aggregate principal amount of such issue, and will be deposited
with DTC. [If, however, the aggregate principal amount of [any]
issue exceeds $200 million, one certificate will be issued with
respect to each $200 million of principal amount and an
additional certificate will be issued with respect to any
remaining principal amount of such issue.]
2. DTC is a limited-purpose trust company organized under
the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934. DTC holds securities that its
participants ("Participants") deposit with DTC. DTC also
facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include
securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is owned by a
number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. Access to the
DTC system is also available to others such as securities brokers
and dealers, banks, and trust companies that clear through or
maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). The
Rules applicable to DTC and its Participants are on file with the
Securities and Exchange Commission.
3. Purchases of Securities under the DTC system must be
made by or through Direct Participants, which will receive a
credit for the Securities on DTC's records. The ownership
interest of each actual purchaser of each Security ("Beneficial
Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchase, but Beneficial
Owners are expected to receive written confirmations providing
details of the transaction, as well as periodic statements of
their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction.
Transfers of ownership interests in the Securities are to be
accomplished by entries made on the books of Participants acting
on behalf on Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interest in
Securities, except in the event that use of the book-entry system
for the Securities is discontinued.
4. To facilitate subsequent transfers, all Securities
deposited by Participants with DTC are registered in the name of
DTC's partnership nominee, Cede & Co. The deposit of Securities
with DTC and their registration in the name of Cede & Co. effect
no change in beneficial ownership. DTC has no knowledge of the
actual Beneficial Owners of the Securities; DTC's records reflect
only the identity of the Direct Participants to whose accounts
such Securities are credited, which may or may not be the
Beneficial Owners. The Participants will remain responsible for
keeping account of their holdings on behalf of their customers.
5. Conveyance of notices and other communications by DTC to
Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect
Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
[6. Redemption notices shall be sent to Cede & Co. If less
than all of the Securities within an issue are being redeemed,
DTC's practice is to determine by lot the amount of the interest
of each Direct Participant in such issue to be redeemed.]
7. Neither DTC nor Cede & Co. will consent or vote with
respect to Securities. Under its usual procedures, DTC mails an
Omnibus Proxy to the Issuer as soon as possible after the record
date. The Omnibus Proxy assigns Cede & Co.'s consenting or
voting rights to those Direct Participants to whose accounts the
Securities are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
8. Principal and interest payments on the Securities will
be made to DTC. DTC's practice is to credit Direct Participants'
accounts on payable date in accordance with their respective
holdings shown on DTC's records unless DTC has reason to believe
that it will not receive payment on payable date. Payments by
Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of
such Participant and not of DTC, the Agent, or the Issuer,
subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment of principal and interest to
DTC is the responsibility of the Issuer or the Agent,
disbursement of such payments to Direct Participants shall be the
responsibility of DTC, and disbursement of such payments to the
Beneficial Owners shall be the responsibility of Direct and
Indirect Participants.
[9. A Beneficial Owner shall give notice to elect to have
its Securities purchased or tendered, through its Participant, to
the [Tender/Remarketing] Agent, and shall effect delivery of such
Securities by causing the Direct Participant to transfer the
Participant's interest in the Securities, on DTC's records, to
the [Tender/Remarketing] Agent. The requirement for physical
delivery of Securities in connection with a demand for purchase
or a mandatory purchase will be deemed satisfied when the
ownership rights in the Securities are transferred by Direct
Participants on DTC's records.]
10. DTC may discontinue providing its services as
securities depository with respect to the Securities at any time
by giving reasonable notice to the Issuer or the Agent. Under
such circumstances, in the event that a successor securities
depository is not obtained, Security certificates are required to
be printed and delivered.
11. The Issuer may decide to discontinue use of the system
of book-entry transfers through DTC (or a successor securities
depository). In that event, Security certificates will be
printed and delivered.
12. The information in the section concerning DTC and DTC's
book-entry system has been obtained from sources that the Issuer
believes to be reliable, but the Issuer takes no responsibility
for the accuracy thereof.