Bond Sears Enterprises 7% ( US812404BK62 ) in USD

Sears Enterprises

97.1 % ⇌

United States

US812404BK62 ( in USD )

7% per year ( payment 2 times a year) - Bond is in default, payments are suspended

31/05/2032

Prospectus brochure of the bond Sears Holdings US812404BK62 en USD 7%, maturity 31/05/2032

812404BK6

01/12/2025 ( In 121 days )

Sears Holdings Corporation was an American multinational retail company that operated various department stores and other retail businesses, notably Sears and Kmart, before filing for bankruptcy and liquidating its remaining assets.

The Bond issued by Sears Enterprises ( United States ) , in USD, with the ISIN code US812404BK62, pays a coupon of 7% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/05/2032

-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: [email protected]
Originator-Key-Asymmetric:
MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
JlvBroQwHJ5UNJetLlmR36St7zmZIa0YpsT9kdBQii5ipN8zjFmU4oe/8hXrJsM6
P3vrad8wRI5CKld6hhujAg==
<SEC-DOCUMENT>0000950137-02-003316.txt : 20020523
<SEC-HEADER>0000950137-02-003316.hdr.sgml : 20020523
<ACCEPTANCE-DATETIME>20020523142824
ACCESSION NUMBER:
0000950137-02-003316
CONFORMED SUBMISSION TYPE:
424B5
PUBLIC DOCUMENT COUNT:
1
FILED AS OF DATE:
20020523
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME:
SEARS ROEBUCK ACCEPTANCE CORP
CENTRAL INDEX KEY:
0000088255
STANDARD INDUSTRIAL CLASSIFICATION:
SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153]
IRS NUMBER:
510080535
STATE OF INCORPORATION:
DE
FISCAL YEAR END:
0102
FILING VALUES:
FORM TYPE:
424B5
SEC ACT:
1933 Act
SEC FILE NUMBER:
333-62847
FILM NUMBER:
02660883
BUSINESS ADDRESS:
STREET 1:
3711 KENNETT PIKE
CITY:
GREENVILLE
STATE:
DE
ZIP:
19807
BUSINESS PHONE:
3028883112
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B5
<SEQUENCE>1
<FILENAME>c69792b5e424b5.txt
<DESCRIPTION>PROSPECTUS SUPPLEMENT
<TEXT>
<PAGE>
Filed pursuant to Rule 424(b)(5)
Registration No. 333-62847
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 21, 2002)
$1,000,000,000
Sears Roebuck Acceptance Corp.
7.00% NOTES DUE JUNE 1, 2032
------------------------------
Sears Roebuck Acceptance Corp. or "SRAC" will pay interest on the Notes on June
1 and December 1 of each year. The first such payment will be made on December
1, 2002. The Notes will be issued only in denominations of $1,000 and integral
multiples of $1,000.
SRAC may redeem all or any portion of the Notes at any time at the greater
of:
- 100% of the principal amount of the portion of the Notes that SRAC
redeems, plus accrued interest; or
- the sum of the present values of the remaining scheduled payments of
principal of and interest on that portion of the Notes that SRAC redeems,
at the date that SRAC redeems that portion of the Notes, determined as
described in "The Notes--Optional Redemption," plus accrued interest.
SRAC must give you at least 30, but not more than 60, days notice that it will
redeem any portion of your Notes.
SRAC may also redeem the Notes in the event of certain changes in U.S. tax law.
If SRAC redeems the Notes for this reason, SRAC will pay the registered holder
100% of the principal amount of the Notes plus accrued interest. If SRAC redeems
any of the Notes for tax purposes, it must redeem all of the Notes.
The Notes will be offered for sale in the United States and Europe. Application
may be made to list the Notes on the Luxembourg Stock Exchange in accordance
with the rules thereof.
------------------------------
Neither the Securities and Exchange Commission nor any other regulatory body has
approved or disapproved of these securities or passed upon the accuracy or

adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
------------------------------
<Table>
<Caption>
Proceeds,
Price to Underwriting Before Expenses,
Public Discount to SRAC
-------- ------------ ----------------
<S> <C> <C> <C>
Per Note.................................... 97.101% 0.875% 96.226%
Total....................................... $971,010,000 $8,750,000 $962,260,000
</Table>
The price to public set forth above does not include interest, if any. Interest
on the Notes will accrue from May 29, 2002, and must be paid by the purchaser if
the Notes are delivered after May 29, 2002.
------------------------------
Underwriters expect to deliver the Notes in book-entry form only through the
facilities of The Depository Trust Company, Clearstream and Euroclear, against
payment on May 29, 2002.
------------------------------
Joint Lead Managers
MORGAN STANLEY BEAR, STEARNS & CO. INC. LEHMAN BROTHERS
Sole Bookrunner
------------------------------
BANC OF AMERICA SECURITIES LLC
BANC ONE CAPITAL MARKETS, INC.
CREDIT SUISSE FIRST BOSTON
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
UBS WARBURG
WACHOVIA SECURITIES
May 21, 2002
<PAGE>
No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell only the Notes offered hereby, but only under circumstances and
in jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of its date.
---------------------
TABLE OF CONTENTS
Prospectus Supplement
<Table>
<Caption>
Page
----
<S> <C>
Financial Information....................................... S-4
Financial Changes........................................... S-4
Capitalization of Sears Roebuck Acceptance Corp............. S-5
The Notes................................................... S-5
Book-Entry Registration..................................... S-9
United States Tax Considerations............................ S-13
Underwriting................................................ S-17
Use of Proceeds............................................. S-19
Legal Opinions.............................................. S-19
Listing and General Information............................. S-19
Prospectus
Available Information....................................... 3
Reports to Holders of Debt Securities....................... 3
Incorporation of Certain Documents by Reference............. 3
Sears Roebuck Acceptance Corp............................... 4
Use of Proceeds............................................. 4
Summary Financial Information............................... 5
Ratio of Earnings to Fixed Charges.......................... 6
Description of Debt Securities.............................. 6
Plan of Distribution........................................ 11
Legal Opinion............................................... 11
Experts..................................................... 11
</Table>
SRAC has warranted to the Underwriters that this prospectus supplement and
the prospectus do not contain any untrue statement of a material fact or omit
any material fact necessary to make the statements in this prospectus supplement
and the prospectus not misleading in light of the circumstances under which
these statements were made. SRAC has taken all reasonable care to ascertain the
facts and to verify the accuracy of these statements. SRAC accepts
responsibility accordingly.

This document is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom or (ii) to investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2001 (the "Order") or (iii) high net worth entities,
and other persons to whom it may lawfully be communicated, falling within
Article 49(2) of the Order (all such persons together being referred to as
"relevant persons"). The Notes are only available to, and any invitation, offer
or agreement to subscribe, purchase or otherwise acquire such Notes will be
engaged
S-2
<PAGE>
in only with, relevant persons. Any person who is not a relevant person should
not act or rely on this document or any of its contents.
In connection with this offering, Morgan Stanley & Co. International
Limited or any person acting for it may over-allot or effect transactions with a
view to supporting the market price of the Notes at a level higher than that
which might otherwise prevail for a limited period after the issue date.
However, there may be no obligation on Morgan Stanley & Co. International
Limited or any of its agents to do this. Such stabilizing, if commenced, may be
discontinued at any time, and must be brought to an end after a limited period.
SRAC and the Underwriters have agreed that they will close the sale of the
Notes to the Underwriters five business days after the date of this prospectus
supplement. See "Underwriting -- Settlement."
S-3
<PAGE>
FINANCIAL INFORMATION
The following table contains summary financial information regarding SRAC
for the 13 weeks ended March 30, 2002, and March 31, 2001. The summary
information has not been audited, but, in the opinion of SRAC's management, this
information includes all the adjustments (consisting only of normal recurring
accruals) that are necessary to fairly present the operating results and
financial position of SRAC. The operating results for the 13-week period ended
March 30, 2002 are not necessarily indicative of results to be expected for the
full year. You should read this summary information in conjunction with SRAC's
financial statements that are incorporated by reference in the prospectus.
<Table>
<Caption>
13 WEEKS ENDED
--------------------------
MARCH 30, MARCH 31,
2002 2001
----------- -----------
(UNAUDITED)
(U.S. DOLLARS IN MILLIONS)
<S> <C> <C>
Operating Results
Total revenues.............................................. $ 237 $ 304
Interest expenses and amortization of debt
discount/premium.......................................... 188 241
Total expenses.............................................. 188 242
Income taxes................................................ 17 22
Net income.................................................. 32 40
Financial Position
Assets
Notes of Sears, Roebuck and Co. .......................... $16,343 $16,688
Total assets.............................................. 16,937 16,957
Liabilities
Commercial paper.......................................... 3,319 2,977
Medium-term notes......................................... 2,566 4,266
Discrete underwritten debt................................ 7,618 6,373
Total liabilities......................................... $13,667 $13,823
Shareholder's Equity
Capital stock (including capital in excess of par
value)................................................. $ 1,185 $ 1,185
Retained earnings......................................... 2,085 1,949
Total shareholder's equity................................ $ 3,270 $ 3,134
Other Pertinent Data
Contractual credit facilities (period end).................. $ 5,060(1) $ 5,060
</Table>
- ---------------
(1) $4,260 as of May 1, 2002.
FINANCIAL CHANGES
This discussion compares SRAC's financial results for the 13 weeks ended
March 30, 2002, which is referred to below as the "current period," with its
results for the 13 weeks ended March 31, 2001, which is referred to below as the
"prior period."
SRAC generated revenues of $237 million during the current period. This is
a decrease of $67 million from the $304 million in revenues it generated during

the prior period. The revenue decrease for the current period resulted primarily
from a 134 basis point decrease in the average rates on earning assets from the
prior period to the current period.
SRAC incurred $188 million in interest and related expenses during the
current period. This is a decrease of $53 million from the $241 million SRAC
incurred during the prior period. SRAC attributes this decrease in interest and
related expenses to decreases in interest rates and debt levels. SRAC's average
long-term debt of $9.9 billion in the current period reflects a 6.6% decline in
average long-term debt from $10.6 billion in the prior period. During the
current period, SRAC's cost of short-term funds averaged 2.50%, compared to
6.65% during the prior period. SRAC's average short-term borrowings increased to
$3.6 billion from $3.5 billion in the prior period. Average long-term rates
decreased to 6.54% for the current period from 6.70% in the prior period.
S-4
<PAGE>
SRAC's net income of $32 million for the current period is an $8 million
decrease from its net income of $40 million for the prior period. SRAC's ratio
of earnings to fixed charges for the current period was 1.26 which was unchanged
from the prior period.
CAPITALIZATION OF SEARS ROEBUCK ACCEPTANCE CORP.
The following table sets forth SRAC's capitalization as of March 30, 2002,
and as adjusted to reflect the issuance of the Notes, assuming that SRAC uses
the net proceeds (before expenses) of $962,260,000 that SRAC will receive from
issuing the Notes to acquire short-term notes from Sears.
<Table>
<Caption>
MARCH 30, 2002
(UNAUDITED)
--------------------------
AS
OUTSTANDING ADJUSTED
------------- ----------
(U.S. DOLLARS IN MILLIONS)
<S> <C> <C>
Debt payable within one year(1)............................. $ 3,319 $ 3,319
Term debt................................................... 10,184 11,146
Shareholder's equity(2)..................................... 3,270 3,270
------- --------
Total capitalization(3)..................................... $16,773 $ 17,735
======= ========
</Table>
- ---------------
(1) "Debt payable within one year" excludes the current portion of term debt,
which the table includes under "Term debt."
(2) SRAC has 500,000 authorized shares of common stock at a par value of $100.
SRAC had 350,000 shares of common stock outstanding as of March 30, 2002.
(3) SRAC's capitalization has not otherwise changed materially since March 30,
2002.
THE NOTES
The following description supplements the "Description of Debt Securities"
in the prospectus.
SRAC will issue the Notes under the indenture dated as of May 15, 1995,
between SRAC and JPMorgan Chase Bank, as trustee. SRAC has filed a copy of the
indenture with the Securities and Exchange Commission. The indenture is
incorporated into this prospectus supplement and the prospectus by reference.
The Notes will be direct, unsecured and unsubordinated obligations of SRAC, and
will rank equally with all of SRAC's other unsecured and unsubordinated debt.
The Notes will mature at par on June 1, 2032 and will constitute a single
series of debt securities under the indenture. SRAC will issue the Notes in
fully registered book-entry form only, without coupons, in denominations of
$1,000 and integral multiples of $1,000. Each Note will bear interest at the
rate of 7.00% per year. SRAC will pay the interest semiannually on June 1 and
December 1 of each year, commencing December 1, 2002, to the registered holder
of the Notes as of the close of business on the date fifteen days before the
interest payment date. As long as the Notes are held through the facilities of
The Depository Trust Company ("DTC"), Clearstream and the Euroclear System,
solely in book-entry form, the only registered holder of the Notes will be DTC's
nominee, Cede & Co.
If an interest payment date or the maturity date of the Notes is not a
business day, SRAC will pay interest or principal on the next business day.
However, interest will not accrue on the amount to be paid for the period from
the original interest payment date (or maturity date) to the date SRAC makes the
payment. SRAC will calculate the interest based on a 360-day year of twelve
30-day months. (A "business day" is a Monday, Tuesday, Wednesday, Thursday or
Friday that is not a legal holiday for banking institutions in the City of
Wilmington, Delaware, the City of Chicago, the City of New York, the City of
Luxembourg (if and when the Notes are listed on the Luxembourg Stock Exchange),
or the city in which the trustee's principal corporate trust office is located.)

SRAC will pay interest on the Notes to DTC by wire transfer on the interest
payment dates. On the redemption or maturity date of the Notes, SRAC will pay
the principal of the Notes to DTC by wire
S-5
<PAGE>
transfer if DTC presents and surrenders the Notes on or before the redemption or
maturity date of the Notes. If you hold Notes in certificated form, SRAC will
pay the interest and principal on your Notes to you by check unless you have
given proper wire transfer instructions to the trustee. If you hold Notes in
fully certificated form, you may request that payments be made by wire transfer
to an account you maintain at the offices of the paying agent in Luxembourg. See
"Book-Entry Registration -- Certificated Notes" for further information on
holding Notes in certificated form.
SRAC may, without your consent, issue additional notes having the same
ranking and the same interest rate, maturity and other terms as the Notes. Any
additional notes having substantially similar terms as the Notes will, together
with the Notes, constitute a single series of notes under the indenture. No
additional notes may be issued if an event of default has occurred and is
continuing with respect to the Notes.
SRAC has initially appointed the trustee at its corporate trust office in
New York City as paying agent. SRAC may terminate the appointment of a paying
agent at any time. SRAC may also appoint additional or other paying agents at
any time. Initially, the Notes will not be listed on any stock exchange, but in
the future SRAC may seek to list the Notes on the Luxembourg Stock Exchange. If
SRAC lists the Notes on the Luxembourg Stock Exchange and the rules of the
Luxembourg Stock Exchange require SRAC to maintain a paying agency in Luxembourg
for payments on the Notes, SRAC will comply with these rules. SRAC will give
notice of any termination or appointment of a paying agent or any change in a
paying agent's office as described below under the heading "Notices."
OPTIONAL REDEMPTION
SRAC may redeem the Notes at any time, in whole or in part, by paying you
the greater of:
- 100% of the principal amount of the portion of your Notes that SRAC
redeems, plus any interest that has accrued, but that SRAC has not
previously paid to you, up to the date that SRAC redeems that portion of
your Notes; or
- the sum of the present values of the remaining scheduled payments of
principal of and interest on the portion of your Notes that SRAC redeems
(excluding the portion of any payment of interest that has accrued
thereon as of the date SRAC redeems that portion of your Notes), plus any
interest that has accrued, but that SRAC has not previously paid to you,
up to the date that SRAC redeems that portion of your Notes. SRAC will
appoint a Reference Treasury Dealer to determine the present values. The
Reference Treasury Dealer will determine the present values by
discounting each of the remaining scheduled payments. Each of the
remaining scheduled payments will be discounted on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate from the date the payment is scheduled to be made
to the date SRAC redeems that portion of your Notes.
SRAC must give you at least 30, but not more than 60, days notice that it
will redeem any portion of your Notes. Interest will cease to accrue on that
portion of your Notes that SRAC calls for redemption when the redemption price
is paid.
"Adjusted Treasury Rate" means, for any redemption date, the rate per year
equal to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue, assuming that the price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) was equal to the Comparable Treasury Price
for that redemption date, plus 0.25%.
"Comparable Treasury Issue" means the United States Treasury security
selected by a Reference Treasury Dealer appointed by SRAC:
- that has a maturity comparable to the remaining term of the Notes to be
redeemed, and
- that would be used, at the time of selection and in accordance with
customary financial practice, to price new issues of corporate debt
securities of comparable maturity to the remaining term of those Notes.
S-6
<PAGE>
"Comparable Treasury Price" means, for any redemption date:
- the average of the Reference Treasury Dealer Quotations for that
redemption date, after excluding the highest and lowest of those
quotations (if any), or
- if the trustee obtains fewer than three Reference Treasury Dealer
Quotations, the average of all the quotations.
"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, Bear, Stearns & Co. Inc., and Lehman Brothers Inc. and their

respective successors; provided, however, that if any of them ceases to be a
primary U.S. Government securities dealer in New York City, SRAC may replace
that entity with another primary U.S. Government securities dealer in New York
City.
"Reference Treasury Dealer Quotation" means, for each of at least four
Reference Treasury Dealers selected by SRAC and any redemption date, the average
of the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the trustee
by that Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third
business day before that redemption date. The trustee will determine this
average.
REDEMPTION FOR TAX REASONS
SRAC may also redeem your Notes if a change in the U.S. tax laws results in
a substantial probability that:
- it will have to pay additional amounts to certain foreign holders of the
Notes, as described below under the heading "Tax Gross Up"; and
- it cannot avoid making these payments by taking reasonable measures
available to it.
A change in the U.S. tax laws includes:
- any change in or amendment to the laws of the United States, any
political subdivision of the United States or any taxing authority within
the United States, or regulations or rulings promulgated under those
laws;
- any change in the way those laws, rulings or regulations are interpreted,
applied or enforced;
- any action taken by a taxing authority that applies to SRAC;
- any court decision; or
- any technical advice memorandum, letter ruling or administrative
pronouncement issued by the United States Internal Revenue Service, based
on a fact pattern substantially similar to SRAC's.
SRAC may only redeem your Notes for tax reasons if it:
- delivers to the trustee a legal opinion stating that SRAC may exercise
its right to redeem the Notes and a certificate giving the factual basis
for the legal opinion;
- gives notice, as described below under the heading "Notices," not less
than 30 nor more than 60 days before the date SRAC will redeem the Notes;
and
- pays you 100% of the principal amount of your Notes plus accrued
interest.
TAX GROSS UP
If, for United States federal income tax purposes, you are:
- a foreign corporation;
- a nonresident alien individual;
- a nonresident alien fiduciary of a foreign estate or trust; or
S-7
<PAGE>
- a foreign partnership with at least one partner that is a foreign
corporation (as to the United States), a nonresident alien individual or
a nonresident alien fiduciary of a foreign estate or trust;
then SRAC will pay you additional amounts as necessary to make every net payment
of principal or interest on your Notes, after deduction or withholding relating
to certain tax, assessment or governmental charges imposed by the United States
(or any political subdivision or taxing authority of the United States), equal
to the amount then due and payable on your Notes. However, SRAC will not pay you
any additional amounts for or on account of:
- any tax, assessment or other governmental charge imposed because you, or
any of your fiduciaries, settlors or beneficiaries, partners or
shareholders or persons holding power over you, have or have had a
connection with the United States, such as
(A) being or having been a citizen or resident of the United States;
(B) being or having been present in the United States for 183 days or more
in a taxable year;
(C) being or having been engaged in a trade or business in the United
States; or

(D) having, or having had, a permanent establishment in the United States;
- any estate, inheritance, gift, sales, transfer, personal property or
similar tax, assessment or other governmental charge;
- any tax, assessment or other governmental charge imposed because of your
past or present status as
(A) a personal holding company;
(B) a foreign personal holding company (with respect to the United
States);
(C) a controlled foreign corporation (with respect to the United States);
(D) a passive foreign investment company (with respect to the United
States);
(E) a private foundation;
(F) a tax exempt organization; or
(G) a corporation that accumulates earnings to avoid United States federal
income tax;
- any tax, assessment or governmental charge that is payable in a manner
other than through withholding from the principal or interest payments on
your Notes;
- any tax, assessment or governmental charge that a paying agent must
withhold from the interest and principal payments on your Notes, if
another paying agent can make the interest or principal payments on the
Notes without withholding;
- any tax, assessment or governmental charge imposed because you failed to
fulfill any of the reporting, certification, taxpayer identification or
other requirements that would have exempted you from the tax;
- any tax, assessment or governmental charge imposed because you, or a
partnership you are a member of, actually or constructively own ten
percent or more of the combined voting power of all classes of SRAC's
stock entitled to vote;
- any tax, assessment or governmental charge imposed on any holder that is
a fiduciary, a partnership or not the sole beneficial owner, but only to
the extent that any beneficiary, settlor, partner or beneficial owner, as
applicable, would not have been entitled to additional amounts; or
- any tax, assessment or governmental charge imposed on or resulting from
any combination of the above.
"United States" means the United States of America and any area subject to
its jurisdiction.
S-8
<PAGE>
NOTICES
The trustee will mail notices by first class mail, postage prepaid, to each
registered holder's last known address as it appears in the security register
that the trustee maintains. The trustee will only mail these notices to Cede &
Co., as the registered holder of the Notes, unless SRAC reissues the Notes to
you or your nominees in fully certificated form, as explained below under the
heading "Book-Entry Registration -- Certificated Notes."
In addition, if and as long as:
- the Notes are listed on the Luxembourg Stock Exchange; and
- the rules of the Luxembourg Stock Exchange require notice by publication;
the trustee will publish notices regarding the Notes in a daily newspaper of
general circulation in Luxembourg. SRAC expects that this newspaper will be the
Luxemburger Wort. If publication in Luxembourg is not practical, the trustee
will publish these notices elsewhere in Europe. Published notices will be deemed
to have been given on the date they are published. If publication as described
above becomes impossible, then the trustee may publish sufficient notice by
alternate means that approximate the terms and conditions described in this
paragraph.
MEETING OF NOTE HOLDERS
Either the trustee or registered holders of a majority of the aggregate
principal amount of the Notes may call a meeting of the Note holders at any
time. These meetings may be for any purpose stated in the indenture or
authorized by law. The trustee will give notice of the meetings in the manner
described above under the heading "Notices." You will not be entitled to call
these meetings or to vote at them unless SRAC reissues the Notes to you or your
nominees in fully certificated form, as explained below under the heading
"Book-Entry Registration -- Certificated Notes."

GOVERNING LAW
The laws of the State of Delaware will govern the indenture and the Notes.
BOOK-ENTRY REGISTRATION
SRAC has obtained the information in this section concerning DTC,
Clearstream and Euroclear and their book-entry systems and procedures from
sources that SRAC believes to be reliable, but SRAC takes no responsibility for
the accuracy of this information.
SRAC will initially issue the Notes in registered form only, without
coupons, as book-entry Notes represented by one or more global Notes registered
in the name Cede & Co., as the nominee for DTC. You may purchase Notes in
book-entry form in minimum denominations of $1,000 and integral multiples of
$1,000.
You may hold your Notes in the United States through DTC or in Europe
through Clearstream or Euroclear. Clearstream and Euroclear will hold omnibus
positions on behalf of their respective participating organizations or
customers, through customers' securities accounts in Clearstream's and
Euroclear's names on the books of their respective depositaries (the
"Depositaries"), which in turn will hold those positions in customers'
securities accounts in the Depositaries' names on the books of DTC.
Unless and until SRAC issues the Notes in fully certificated form under the
limited circumstances described below under the heading "Book-Entry
Registration -- Certificated Notes":
- you will not be entitled to receive a certificate representing your
interest in the Notes;
- all references in this prospectus supplement or in the prospectus to
actions by holders will refer to actions taken by DTC upon instructions
from its Direct Participants (as defined below); and
S-9
<PAGE>
- all references in this prospectus supplement or the prospectus to
payments and notices to registered holders will refer to payments and
notices to DTC or Cede & Co., as the registered holder of the Notes, for
distribution to you in accordance with DTC procedures.
THE DEPOSITORY TRUST COMPANY
DTC is:
- a limited-purpose trust company organized under the New York Banking Law;
- a "banking organization" under the New York Banking Law;
- a member of the Federal Reserve System;
- a "clearing corporation" under the New York Uniform Commercial Code, as
amended; and
- a "clearing agency" registered under the provision of Section 17A of the
Securities Exchange Act of 1934.
DTC holds securities that its Direct Participants deposit with DTC. DTC
also facilitates the settlement among Direct Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Direct Participants' accounts,
thereby eliminating the need for physical movement of securities certificates.
"Direct Participants" of DTC include securities brokers and dealers, banks,
trust companies, clearing corporations, and certain other organizations.
"Indirect Participants," who include securities brokers and dealers, banks and
trust companies, can also access the DTC system if they maintain a custodial
relationship with a Direct Participant. If you are not a Direct Participant or
an Indirect Participant and you wish to purchase, sell or otherwise transfer
ownership of, or other interests in, Notes, you must do so through a Direct
Participant or an Indirect Participant. DTC is owned by a number of its Direct
Participants and by the New York Stock Exchange, Inc., the American Stock
Exchange LLC, and the National Association of Securities Dealers, Inc. The
Securities and Exchange Commission has on file a set of the rules applicable to
DTC and its Direct Participants.
CLEARSTREAM
Clearstream Banking, societe anonyme, is a limited liability company
organized under Luxembourg law. Cedel International, societe anonyme, and
Deutsche Borse AG own Clearstream. The shareholders of these two entities are
banks, securities dealers and financial institutions. On February 1, 2002,
Deutsche Borse offered and agreed to acquire Cedel International, including its
stake in Clearstream. Following the successful completion of such offer, which
was approved by Cedel International's shareholders, Clearstream will be wholly
owned by Deutsche Borse.
Clearstream holds securities for its customers and facilitates the
clearance and settlement of securities transactions between Clearstream
customers through electronic book-entry changes in accounts of Clearstream

customers, thus eliminating the need for physical movement of certificates.
Clearstream provides to its customers, among other things, services for
safekeeping, administration, clearance and settlement of internationally traded
securities and securities lending and borrowing. Clearstream interfaces with
domestic markets in over 30 countries. Clearstream has established an electronic
bridge with Euroclear Bank S.A./N.V., the operator of the Euroclear System, to
facilitate settlement of trades between Clearstream and Euroclear. Clearstream
currently accepts over 110,000 securities issues on its books.
As a registered bank in Luxembourg, Clearstream is subject to regulation by
the Luxembourg Commission for the Supervision of the Financial Sector.
Clearstream customers are recognized financial institutions around the world,
including underwriters, securities brokers and dealers, banks, trust companies
and clearing corporations. Currently, Clearstream has approximately 2,000
customers located in over 80 countries, including all major European countries,
Canada and the United States. In the United States, Clearstream customers are
limited to securities brokers and dealers and banks. Clearstream customers may
include the Underwriters. Other institutions that maintain a custodial
relationship with a Clearstream customer may obtain indirect access to
Clearstream. Clearstream is an Indirect Participant in DTC.
S-10
<PAGE>
THE EUROCLEAR SYSTEM
The Euroclear System was created in 1968 to hold securities for
participants of the Euroclear System and to clear and settle transactions
between Euroclear participants through simultaneous electronic book-entry
delivery against payment, thus eliminating the need for physical movement of
certificates and risk from lack of simultaneous transfers of securities and
cash. Transactions may now be settled in any of over 30 currencies, including
United States dollars. The Euroclear System includes various other services,
including securities lending and borrowing and interfaces with domestic markets
in several countries generally similar to the arrangements for cross-market
transfers with DTC described below. The Euroclear System is operated by
Euroclear Bank S.A./N.V. (the "Euroclear Operator"), under contract with
Euroclear Clearance System, S.C., a Belgian cooperative corporation (the
"Cooperative"). The Euroclear Operator conducts all operations, and all
Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with the Euroclear Operator, not the Cooperative. The Cooperative establishes
policy for the Euroclear System on behalf of Euroclear participants. Euroclear
participants include banks (including central banks), securities brokers and
dealers and other professional financial intermediaries and may include the
Underwriters. Indirect access to the Euroclear System is also available to other
firms that clear through or maintain a custodial relationship with a Euroclear
participant, either directly or indirectly. Euroclear is an Indirect Participant
in DTC.
The Terms and Conditions Governing Use of Euroclear and the related
Operating Procedures of the Euroclear System and applicable Belgian law
(collectively, the "Terms and Conditions") govern securities clearance accounts
and cash accounts with the Euroclear Operator. Specifically, the Terms and
Conditions govern:
- transfers of securities and cash within the Euroclear System;
- withdrawal of securities and cash from the Euroclear System; and
- receipts of payments with respect to securities in the Euroclear System.
All securities in the Euroclear System are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts.
The Euroclear Operator acts under the Terms and Conditions only on behalf of
Euroclear participants and has no record of or relationship with persons holding
securities through Euroclear participants.
BOOK-ENTRY FORMAT
Under the book-entry format, the trustee will pay interest or principal to
Cede & Co., as nominee of DTC. DTC will forward the payment to the Direct
Participants, who will then forward the payment to the Indirect Participants
(including Clearstream or Euroclear) or to you as the beneficial owner. You may
experience some delay in receiving your payments under this system.
DTC is required to make book-entry transfers on behalf of its Direct
Participants and is required to receive and transmit payments of principal,
premium, if any, and interest on the Notes. Any Direct Participant or Indirect
Participant with which you have an account is similarly required to make book-
entry transfers and to receive and transmit payments with respect to the Notes
on your behalf.
The trustee will not recognize you as a registered holder under the
indenture, and you can only exercise the rights of a registered holder
indirectly through DTC and its Direct Participants. DTC has advised SRAC that it
will only take action regarding a Note if one or more of the Direct Participants
to whom the Note is credited direct DTC to take such action. DTC can only act on
behalf of its Direct Participants. Your ability to pledge Notes to non-Direct
Participants, and to take other actions, may be limited because you will not
possess a physical certificate that represents your Notes. Clearstream or
Euroclear will credit payments to the cash accounts of Clearstream customers or
Euroclear participants in accordance with the relevant system's rules and

procedures, to the extent received by its Depositary. These payments will be
subject to tax reporting in accordance with relevant United States tax laws and
regulations. Clearstream or the Euroclear Operator, as the case may be, will
take any other action
S-11
<PAGE>
permitted to be taken by a registered holder under the indenture on behalf of a
Clearstream customer or Euroclear participant only in accordance with its
relevant rules and procedures and subject to its Depositary's ability to effect
those actions on its behalf through DTC.
DTC, Clearstream and Euroclear have agreed to the foregoing procedures in
order to facilitate transfers of the Notes among participants of DTC,
Clearstream and Euroclear. However, they are under no obligation to perform or
continue to perform those procedures, and they may discontinue those procedures
at any time.
TRANSFERS WITHIN AND AMONG BOOK-ENTRY SYSTEMS
Transfers between DTC's Direct Participants will occur in accordance with
DTC rules. Transfers between Clearstream customers and Euroclear participants
will occur in accordance with their applicable rules and operating procedures.
DTC will effect cross-market transfers between persons holding directly or
indirectly through DTC, on the one hand, and directly or indirectly through
Clearstream customers or Euroclear participants, on the other hand, in
accordance with DTC rules on behalf of the relevant European international
clearing system by its Depositary. However, cross-market transactions will
require delivery of instructions to the relevant European international clearing
system by the counterparty in that system in accordance with its rules and
procedures and within its established deadlines (European time). The relevant
European international clearing system will, if the transaction meets its
settlement requirements, instruct its Depositary to effect final settlement on
its behalf by delivering or receiving securities in DTC, and making or receiving
payment in accordance with normal procedures for same-day funds settlement
applicable to DTC. Clearstream customers and Euroclear participants may not
deliver instructions directly to the Depositaries.
Because of time-zone differences, credits of securities in Clearstream or
Euroclear resulting from a transaction with a DTC Direct Participant will be
made during the subsequent securities settlement processing, dated the business
day following the DTC settlement date. Those credits or any transactions in
those securities settled during that processing will be reported to the relevant
Clearstream customer or Euroclear participant on that business day. Cash
received in Clearstream or Euroclear as a result of sales of securities by or
through a Clearstream customer or a Euroclear participant to a DTC Direct
Participant will be received with value on the DTC settlement date but will be
available in the relevant Clearstream or Euroclear cash account only as of the
business day following settlement in DTC.
SAME-DAY SETTLEMENT AND PAYMENT
Initial settlement of the Notes will be made in immediately available
funds. Secondary market trading between DTC Direct Participants will occur in
accordance with DTC rules and will be settled in immediately available funds
using DTC's Same-Day Funds Settlement System. Secondary market trading between
Clearstream customers and Euroclear participants will occur in accordance with
the applicable rules and operating procedures of Clearstream and Euroclear and
will be settled using the procedures applicable to conventional eurobonds in
immediately available funds.
CERTIFICATED NOTES
SRAC will re-issue Notes to you or your nominees, in fully certificated
registered form, rather than to DTC or its nominees, only if:
- SRAC advises the trustee in writing that DTC is no longer willing or able
to discharge its responsibilities properly, and the trustee or SRAC is
unable to locate a qualified successor; or
- SRAC, at its option, elects to terminate the book-entry system through
DTC.
If either of the two above events occurs, DTC is required to notify all
Direct Participants that Notes in fully certificated registered form are
available through DTC. DTC will then surrender the global note or notes
representing the Notes along with instructions for re-registration. The trustee
will re-issue the Notes
S-12
<PAGE>
in fully certificated registered form and will recognize the registered holders
of the certificated Notes as registered holders under the indenture.
UNITED STATES TAX CONSIDERATIONS
The following summary of the principal United States federal income tax
consequences of purchasing, owning and disposing of Notes applies to you only if
you are the initial holder of the Notes and you acquire them for a price equal