Item 1. Business
The Sears Credit Account Master Trust II (the "Trust") was formed pursuant to the Pooling and Servicing Agreement dated as of July 31, 1994 (the "Pooling and Servicing Agreement") among Sears, Roebuck and Co. ("Sears") as Servicer, its wholly-owned subsidiary, SRFG, Inc. ("SRFG") as Seller, and The First National Bank of Chicago as trustee (the "Trustee"). The Trust's only business is to act as a passive conduit to permit investment in a pool of retail consumer receivables.
Item 2.
Item 2. Properties
The property of the Trust includes a portfolio of receivables (the "Receivables") arising in selected accounts under open-end credit plans of Sears (the "Accounts") and all monies received in payment of the Receivables. At the time of the Trust's formation, and on certain Addition Dates thereafter, Sears sold and contributed to SRFG, which in turn conveyed to the Trust, all Receivables existing under the Accounts as of the end of certain of Sears regular billing cycles ending in September and November 1989, February and June 1990, January, February, June, October and November 1991, December 1992, February 1993, February 1994, February, March and June 1995, and March 1996 and all Receivables arising under the Accounts from time to time thereafter until the termination of the Trust. Information related to the performance of the Receivables during 1998 is set forth in the ANNUAL STATEMENTS filed as Exhibits 21(a) to 21(m) to this Annual Report on Form 10-K.
Item 3.
Item 3. Legal Proceedings
None
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
None
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Investor Certificates are held and delivered in book-entry form through the facilities of The Depository Trust Company ("DTC"), a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. The sole definitive Investor Certificate is held by Cede & Co., the nominee of DTC.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
PART III
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of March 15, 1998, 100% of the Investor Certificates were held in the nominee name of Cede & Co. for beneficial owners.
SRFG, as of March 15, 1998, owned 100% of the Seller Certificate, which represented beneficial ownership of a residual interest in the assets of the Trust as provided in the Pooling and Servicing Agreement.
Item 13.
Item 13. Certain Relationships and Related Transactions
None
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Exhibits:
21. 1998 ANNUAL STATEMENTS prepared by the Servicer.
(a) Series 1994-1 (b) Series 1994-2 (c) Series 1995-2 (d) Series 1995-3 (e) Series 1995-4 (f) Series 1995-5 (g) Series 1996-1 (h) Series 1996-2 (i) Series 1996-3 (j) Series 1996-4 (k) Series 1997-1 (l) Series 1998-1 (m) Series 1998-2
28. ANNUAL INDEPENDENT ACCOUNTANTS' REPORT pursuant to Section 3.06 of the Pooling and Servicing Agreement.
(a) Independent Accountants' Report
(b) Reports on Form 8-K:
Current reports on Form 8-K are filed on or before the Distribution Date each month (on, or the first business day after, the 15th of the month). The reports include as an exhibit, the MONTHLY INVESTOR CERTIFICATEHOLDERS' STATEMENT. Current Reports on Form 8-K were filed on October 15, 1998, November 16, 1998, and December 15, 1998.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Sears Credit Account Master Trust II (Registrant)
By: SRFG, Inc. (Originator of the Trust)
By: /S/Donald J. Woytek Donald J. Woytek Vice President, Administration
Dated: March 30, 1999
EXHIBIT INDEX
Exhibit No.
21. 1998 ANNUAL STATEMENTS prepared by the Servicer.
(a) Series 1994-1 (b) Series 1994-2 (c) Series 1995-2 (d) Series 1995-3 (e) Series 1995-4 (f) Series 1995-5 (g) Series 1996-1 (h) Series 1996-2 (i) Series 1996-3 (j) Series 1996-4 (k) Series 1997-1 (l) Series 1998-1 (m) Series 1998-2
28. ANNUAL INDEPENDENT ACCOUNTANTS' REPORT pursuant to Section 3.06 of the Pooling and Servicing Agreement.
(a) Independent Accountants' Report