Exhibit 1.4
PRICING AGREEMENT
GOLDMAN, SACHS & CO.
As Representatives of and on behalf of
the several Underwriters named in Schedule I hereto
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
June 25, 1997
Dear Sirs:
Sears Roebuck 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, Roebuck and Co. ("Sears"), on the one hand, and Goldman,
Sachs & Co., as representatives of and on behalf of the several
Underwriters named in Schedule I hereto, 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 to us two counterparts hereof, and upon
acceptance hereof by you on behalf of each of the Underwriters,
this letter and such acceptance hereof, including the provisions
of the Underwriting Agreement incorporated herein by reference,
shall constitute a binding agreement between the Company, Sears
and each of the Underwriters. It is understood that your
acceptance of this letter on behalf of each of the Underwriters
is pursuant to the authority set forth in a form of Agreement
among Underwriters, the form of which shall be supplied to the
Company upon request. You represent that you are authorized on
behalf of yourselves and on behalf of each of the other
Underwriters named in Schedule I hereto to enter into this
Agreement.
Very truly yours,
Sears Roebuck Acceptance Corp.
By: /S/ KEITH E. TROST
Sears, Roebuck and Co.
By: /S/ LARRY R. RAYMOND
Accepted as of the date hereof:
/S/ GOLDMAN, SACHS & CO.
........................................
Goldman, Sachs & Co.
As Representatives of and on behalf of
the several Underwriters named in Schedule I hereto
SCHEDULE I
Underwriter Principal Amount of
Designated Securities to be
purchased
Goldman, Sachs & Co. $ 360,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 35,000,000
J. P. Morgan Securities Ltd. 35,000,000
Morgan Stanley & Co. International Limited 35,000,000
UBS Securities LLC 35,000,000
__________________
TOTAL $ 500,000,000
SCHEDULE II
Title of Designated Securities:
7% Notes due June 15, 2007
Aggregate principal amount:
$500,000,000
Denominations:
US$1,000 (see "Other Terms")
Price to Public:
99.637% of the principal amount of
the Designated Securities, plus accrued
interest from July 1, 1997 to the Time of
Delivery
Purchase Price by Underwriters:
99.187% of the principal amount of the
Designated Securities, plus accrued
interest from July 1, 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
Form of Designated Securities:
Global form only
Maturity:
June 15, 2007
Interest Rate:
7%
Interest Payment dates:
June 15 and December 15
Redemption Provisions:
The Notes may be redeemed in whole but not in part at any
time at 100% of their principal amount plus accrued interest in
the event of certain developments affecting United States
taxation as set forth in the Prospectus as amended or
supplemented.
Sinking Fund Provisions:
None
Time of Delivery:
10:00 A.M., Chicago time, July 1, 1997
Funds in which payment by Underwriters to Company to be made:
Immediately available funds
Method of Payment:
Wire transfer to The Chase Manhattan Bank, ABA No.
021-000-021, for the Account of
Sears Roebuck Acceptance Corp., Account No. 910-2587590
Closing Location:
Chicago, Illinois
Delayed Delivery:
None
Counsel:
To the Company and Sears, Nancy K. Bellis, Assistant General
Counsel-Corporate & Securities, Sears, Roebuck and Co.
To the Underwriters, Cleary, Gottlieb, Steen & Hamilton
Other Terms:
(a) For purposes of this Pricing Agreement only, Section 7
of the Underwriting Agreement shall be amended in the following
manner. The existing Section 7(b) shall be deleted and shall be
amended to read in its entirety as follows:
"(b) To pay or cause to be paid all expenses,
preapproved by the Company, incident to the performance of its
obligations hereunder and under any Pricing Agreement, including
the cost of all qualifications of the Securities under state
securities laws (including reasonable fees of counsel to the
Underwriters in connection with such qualifications and in
connection with legal investment surveys) and the cost of
printing this Agreement, any Pricing Agreement, and any blue sky
and legal investment memoranda, and to indemnify and hold
harmless the Underwriters from any documentary stamp or similar
issue tax and any related interest or penalties (except to the
extent that any such interest or penalties result from the
failure of the Underwriters to timely pay any such tax of which
they had knowledge) on the issue, sale or delivery of the
Designated Securities to the Underwriters (it being understood
that except as provided in this subsection (b) and in Section 10
hereof, the Underwriters will pay all of their own costs and
expenses, including the cost of printing any Agreement among
Underwriters, the fees of their counsel, transfer taxes on resale
of any of such Designated Securities by them and any advertising
expenses connected with any offers that they may make; and"
The following Section 7(c) shall be added:
"(c) To use its best efforts to have the Designated
Securities approved for listing on the Luxembourg Stock Exchange
or such other exchange as shall be agreed upon by you and the
Company, by the Time of Delivery or as soon as practicable
thereafter."
(b) For purposes of this Pricing Agreement only, Section 8
of the Underwriting Agreement shall be amended in the following
manner. The existing Section 8(g) shall be deleted and shall be
amended to read in its entirety as follows:
"(g) Subsequent to the date of the Pricing Agreement
relating to the Designated Securities, none of (i) the United
States shall have become engaged in the outbreak or escalation of
hostilities involving the United States or there has been a
declaration by the United States of a national emergency or a
declaration of war, (ii) a banking moratorium shall have been
declared by Luxembourg or United States Federal or New York State
authorities, (iii) trading in securities generally on the
Luxembourg Stock Exchange or the New York Stock Exchange shall
have been suspended or limited or minimum prices shall have been
established by such Exchange, any of which events, in your
judgment, renders it impractical or inadvisable to proceed with
the public offering or the delivery of the Designated Securities,
or (iv) there shall have been any change in national or
international political, legal, tax or regulatory conditions, any
of which events, in your judgment, causes a substantial
deterioration in the price and/or value of the Notes;"
The following Section 8(j) shall be added:
"(j) Baker & McKenzie, special tax counsel for the
Company, shall have furnished to you their written opinion, dated
the Time of Delivery for such Designated Securities, in form
satisfactory to you in your reasonable judgment, as to matters
set forth under 'Description of Notes - Redemption and Purchase,'
'Description of Notes - Payment of Additional Amounts,' and
'United States Tax Considerations' in the Prospectus as amended
or supplemented."