Exhibit 99.2
BOOK-ENTRY-ONLY CORPORATE DEBT ISSUES
Letter of Representations*
[To be Completed by Issuer and Agent]
SEARS ROEBUCK ACCEPTANCE CORP.
[Name of Issuer]
THE CHASE MANHATTAN BANK 2823
[Name of Agent]
July 1, 1997
(Date)
Attention: General Counsel's Office
The Depository Trust Company
55 Water Street; 49th Floor
New York, NY 10041-0099
Re: SEARS ROEBUCK ACCEPTANCE CORP.
7% NOTES DUE JUNE 15, 2007
[Issue Description]
Ladies and Gentlemen:
This letter sets forth our understanding with respect to
certain matters relating to the above-referenced issue (the
"Securities"). Agent will act as trustee, paying agent, fiscal
agent, or other agent of Issuer with respect to the Securities.
The Securities will be issued pursuant to a trust indenture,
resolution or other such document authorizing the issuance of the
Securities, dated as of May 15, 1995 (the "Document"). See
below** is distributing the Securities through The Depository
Trust Company ("DTC").
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 and Agent make the following
representations to DTC:
1. Prior to closing on the Securities on July 1, 1997,
there shall be deposited with DTC one Security certificate
registered in the name of DTC's nominee, Cede & Co., for each
stated maturity of the Securities in the face amounts set forth
on Schedule A hereto, the total of
* This Letter of Representations includes the Addendum attached
hereto, which modifies & supersedes this Letter of
Representations to the extent set forth therein.
** List of Underwriters to come.
which represents 100% of the principal amount of such securities.
If, however, the aggregate principal amount of any maturity
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. Each Security certificate shall bear 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: (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 Security certificate(s); 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
the Security certificate(s) by virtue of submission of such
certificate(s) to DTC.
3. In the event of any solicitation of consents from or
voting by holders of the Securities, Issuer or Agent shall
establish a record date for such purposes (with no provision for
revocation of consents or votes by subsequent holders) and shall
send notice of such record date to DTC not less than 15 calendar
days in advance of such record date. Notices to DTC pursuant to
this paragraph by telecopy shall be sent to DTC's Reorganization
Department at (212) 709-6896 or (212) 709-6897, and receipt of
such notices shall be confirmed by telephoning (212) 709-6870.
Notices to DTC pursuant to this paragraph by mail or by any other
means shall be sent to DTC's Reorganization Department as
indicated in Paragraph 5.
4. In the event of a full or partial redemption, Issuer or
Agent shall send a notice to DTC specifying: (a) the amount of
the redemption or refunding; (b) in the case of a refunding, the
maturity date(s) established under the refunding; and (c) the
date such notice is to be mailed to Security holders or published
(the "Publication Date"). Such notice shall be sent to DTC by a
secure means (e.g., legible telecopy, registered or certified
mail, overnight delivery) in a timely manner designed to assure
that such notice is in DTC's possession no later than the close
of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Agent shall
forward such notice either in a separate secure transmission for
each CUSIP number or in a secure transmission for multiple CUSIP
numbers (if applicable) which includes a manifest or list of each
CUSIP number submitted in that transmission. (The party sending
such notice shall have a method to verify subsequently the use of
such means and the timeliness of such notice.) The Publication
Date shall be not less than 30 days nor more than 60 days prior
to the redemption date or, in the case of an advance refunding,
the date that the proceeds are deposited in escrow. Notices to
DTC pursuant to this Paragraph by telecopy shall be sent to DTC's
Call Notification Department at (516) 227-4039 or (516) 227-4190.
If the party sending the notice does not receive a telecopy
receipt form DTC confirming that the notice has been received,
such party shall telephone (516) 227-4070. Notices to DTC
pursuant to this Paragraph by mail or by any other means shall be
sent :
Manager; Call Notification Department
The Depository Trust Company
711 Stewart Avenue
Garden City, NY 11530-4719
5. In the event of an invitation to tender the Securities
(including mandatory tenders, exchanges, and capital changes),
notice by Issuer or Agent to Security holders specifying the
terms of the tender and the Publication Date of such notice shall
be sent to DTC by a secure means in the manner wet forth in the
preceding Paragraph. Notices to DTC pursuant to this Paragraph
and notices of other corporate actions by telecopy shall be sent
to DTC's Reorganization Department at (212) 709-1093 or (212)
709-1094, and receipt of such notices shall be confirmed by
telephoning (212) 709-6884. Notices to DTC pursuant to the above
by mail or by any other means shall be sent to:
Manager; Reorganization Department
Reorganization Window
The Depository Trust Company
7 Hanover Square; 23rd Floor
New York, NY 10004-2695
6. All notices and payment advices sent to DTC shall
contain the CUSIP number of the Securities.
7. In the event of a change in the interest rate, agent
shall send notice of such change to Standard & Poor's
Corporation. Such notice, which shall also include Agent
contact's name and telephone number, shall also be sent to DTC's
Dividend Department either by telecopy to (212) 709-1723, or if
by mail or by any other means to:
Manager; Announcements
Dividend Department
The Depository Trust Company
7 Hanover Square; 22nd Floor
New York, NY 10004-2695
8. Issuer or Agent shall provide a written notice of
interest payment information to a standard interest announcement
service subscribed to by DTC as soon as the information is
available. In the unlikely event that no such service exists,
Issuer or Agent shall provide such notice directly to DTC
electronically, as previously arranged by Issuer or Agent and
DTC, as soon as the information is available. If electronic
transmission has not been arranged, absent any other arrangements
between Issuer or Agent and DTC, such information should be sent
by telecopy to DTC's Dividend Department at (212) 709-1723 or
(212) 709-1686, and receipt of such notices shall be confirmed by
telephoning (212) 709-1270. Notices to DTC pursuant to the above
by mail or by any other means shall be sent to:
Manager; Announcements
Dividend Department
The Depository Trust Company
7 Hanover Square, 22nd Floor
New York, NY 10004-2695
9. Issuer or Agent shall provide CUSIP numbers for each
issue for which payment is being sent, as well as the dollar and
cent amount of the payment for each issue to DTC, no later than
noon (Eastern Time) on the payment date.
10. Interest payments and principal payments that are part
of periodic principal-and-interest payments shall be received by
Cede & Co., as nominee of DTC, or its registered assigns, in
same-day funds no later than 2:30 p.m. (Eastern Time) on each
payment date. Absent any other arrangements between Issuer or
Agent and DTC, such funds shall be wired as follows:
The Chase Manhattan Bank
ABA # 021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company
Dividend Deposit Account # 066-026776
11. Maturity and redemption payments allocated with respect
to each CUSIP number shall be received by Cede & Co., as nominee
of DTC, or its registered assigns, in same-day funds no later
than 2:30 p.m. (Eastern Time) on the payment date. Absent any
other arrangements between Issuer or Agent and DTC, such funds
shall be wired as follows:
The Chase Manhattan Bank
ABA # 021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company
Redemption Deposit Account # 066-027306
12. Principal payments (plus accrued interest, if any) as a
result of optional tenders for purchase effected by means of
DTC's Repayment Option Procedures shall be received by Cede &
Co., as nominee of DTC, or its registered assigns, in same-day
funds no later than 2:30 p.m. (Eastern Time) on the first payment
date. Absent any other arrangements between Issuer or Agent and
DTC, such funds shall be wired as follows:
The Chase Manhattan Bank
ABA # 021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company
Reorganization Deposit Account # 066-027608
13. DTC may direct Issuer or Agent to use any other number
or address as the number or address to which notices or payments
of interest or principal may be sent.
14. In the event of a redemption, acceleration, or any
other similar transaction (e.g., tender made and accepted in
response to Issuer's or Agent's invitation) necessitating a
reduction in the aggregate principal amount of Securities
outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or
Agent to issue and authenticate a new Security certificate; or
(b) may make an appropriate notation on the Security certificate
indicating the date and amount of such reduction in principal
except in the case of final maturity, in which case the
certificate will be presented to Issuer or Agent prior to
payment, if required.
15. In the event that Issuer determines that beneficial
owners of Securities shall be able to obtain certificated
Securities, Issuer or Agent shall notify DTC of the availability
of certificates. In such event, Issuer or 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 Agent (at which
time DTC will confirm with Issuer or Agent the aggregate
amount of Securities outstanding) by CUSIP number. Under such
circumstances, at DTC's request Issuer and 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. Nothing herein shall be deemed to require Agent to
advance funds on behalf of Issuer.
18. This Letter of Representations may be executed in any
number of counterparts, each of which when so executed shall be
deemed to be an original, but all such counterparts together
shall constitute but one and the same instrument.
19. This Letter of Representations is governed by, and
shall construed in accordance with, the laws of the State of New
York without giving effect to principles of conflicts of law.
20. The following riders, attached hereto, are hereby
incorporated into this Letter of Representations:
_________________________________________________________________
_________________________________________________________________
Notes: Very truly yours,
A. If there is an Agent
(as defined in this SEARS ROEBUCK ACCEPTANCE CORP.
Letter of Representations), (Issuer)
Agent, as well as Issuer, By: /s/ George F. Slook
must sign this Letter. If (Authorized Officer's
there is no Agent for signing Signature)
this Letter Issuer itself
undertakes to perform all THE CHASE MANHATTAN BANK, N.A.
of the obligations set forth (Agent)
herein. By: /s/ Tim Burke
B. Schedule B contains (Authorized Officer's
statements that DTC, Signature)
believes accurately
describe, DTC, the method
of effecting book-entry
transfers of securities
distributed through DTC,
and certain related matters.
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By: /s/ Richard B. Nesson
cc: Underwriter
Underwriter's Counsel
ADDENDUM
to
Letter of Representations dated July 1, 1997
Sears Roebuck Acceptance Corp.
Paragraph 1: The following is hereby added after the third
sentence of Paragraph 1:
"Each certificate shall remain in the Agent's Custody
subject to the provisions of the Fast Balance Certificate
Agreement currently in effect between the Agent and DTC."
Paragraph 4: The following sentence is added at the end
Paragraph 4:
"Failure to provide timely notice shall not be a breach
under this Letter if Issuer shall become obligated less than 10
days prior to such redemption date under the Document to redeem
the Securities."
Paragraph 6: The following sentences are added at the end of
Paragraph 6:
"Issuer of Agent will forward such notice either in a
separate secure transmission for each CUSIP number or in a secure
transmission for multiple CUSIP numbers (if applicable) which
includes a manifest or list of each CUSIP submitted in that
transmission."
Paragraph 13: The following is hereby inserted after the word
"Agent in line 1 Paragraph 13:
", and if requested, shall confirm such direction in
writing,"
SCHEDULE A
SEARS ROEBUCK ACCEPTANCE CORP.
7% NOTES DUE JUNE 15, 2007
(Describe Issue)
CUSIP NUMBER PRINCIPAL AMOUNT MATURITY DATE INTEREST
RATE
812404AV3 $500,000,000 June 15, 2007 7%
SCHEDULE B
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 interests 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 DTC. 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 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 Cede & Co. as nominee of DTC, DTC's practice is to
credit Direct Participants' accounts,upon DTC's receipt of funds
and corresponding detail information from Issuer or Agent, 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, Agent, or Issuer,
subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment of principal and interest to
Cede & Co. is the responsibility of Issuer or 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
[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
[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. 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 Issuer
believes to be reliable, but Issuer takes no responsibility
for the accuracy thereof.