Subject: File No. 1-04040
From: Roy Katzovicz
June 2, 2005
Mr. Stephen Kwon
Ms. Gail Jackson
Division of Market Regulation
Securities and Exchange Commission
Re: Sears Roebuck Acceptance Corp. (File NO. 1-04040)
Mr. Kwon and Ms. Jackson,
At your request, I write on behalf of my client, Sears Roebuck Acceptance Corp., a Delaware corporation (the "Company"). I understand that the Commission is in receipt of a comment letter, dated May 26, 2005 (the "Mester Comment Letter"), from Mr. Michael L. Mester, regarding the Company's application to delist its 7.4% Notes due 2043 (the "7.4% Notes") from the New York Stock Exchange ("NYSE"). The Mester Comment Letter suggests that the Company is redeeming or otherwise calling the 7.4% Notes in some manner contrary to their terms.
That is not the case.
In connection with the Company's delisting application, the Company has made an Offer to Purchase any and all outstanding 7.4% Notes (the "Offer"). Participation in the Offer is voluntary on the part of holders, and any 7.4% Notes that are not tendered and purchased in the Offer will remain outstanding pursuant to their terms. To that end, the offering material sent to all holders includes the following Questions & Answers:
"How will my Notes be affected if I decide not to tender them?
. . . .
If you do not tender your Notes, the Offer[s] will not affect the terms of your Notes.
Your Notes will continue to be outstanding and will continue to be governed by their same terms."
"Do I have to tender my notes?
You do not have to tender your Notes. The Offer[s] are voluntary for all Holders."
The Mester Comment Letter further states that it is not necessary that the Notes be listed on the NYSE. As described above, after the proposed delisting the 7.4% Notes will remain outstanding pursuant to their terms.
Thank you for your kind attention and please let me know if I can be of any further assistance on this matter.