-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, WGV77aCHEJEcoqlrtIi9wrlvdg9/n1U9bLInO9XqfYTNF2mo6NMutbeI7CKnlNmQ 9wiHH9GH0UrpCSX/qqt7ew== 0000857402-94-000035.txt : 19940331 0000857402-94-000035.hdr.sgml : 19940331 ACCESSION NUMBER: 0000857402-94-000035 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEARS CREDIT ACCOUNT TRUST 1989 E CENTRAL INDEX KEY: 0000857402 STANDARD INDUSTRIAL CLASSIFICATION: 6141 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 34 SEC FILE NUMBER: 000-18164 FILM NUMBER: 94519200 BUSINESS ADDRESS: STREET 1: 3711 KENNETT PIKE STREET 2: C/O SEARS RECEIVABLES FINANCING GROUP IN CITY: GREENVILLE STATE: DE ZIP: 19807 BUSINESS PHONE: 3028883176 MAIL ADDRESS: STREET 1: SEARS RECEIVABLES FINANCING GROUP INC STREET 2: 3711 KENNETT PIKE CITY: GREENVILLE STATE: DE ZIP: 19807 10-K 1 SCAT 1989E FORM 10-K DATED DECEMBER 31, 1993 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1993 Commission file number 33-31877-01 SEARS CREDIT ACCOUNT TRUST 1989 E (Exact name of registrant as specified in its charter) Illinois Not Applicable (State of Organization) (I.R.S. Employer Identification No.) c/o Sears Receivables Financing Group, Inc. 3711 Kennett Pike Greenville, Delaware 19807 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (302)888-3176 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which each class to be so registered is to be registered None Not Applicable Securities registered pursuant to Section 12(g) of the Act: 8.65% Credit Account Pass-Through Certificates (Title of Class) Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes x No PART I Item 1. Business The Sears Credit Account Trust 1989 E (the "Trust") was formed pursuant to the Pooling and Servicing Agreement dated as of November 13, 1989 (the "Pooling and Servicing Agreement") among Sears, Roebuck and Co. ("Sears") as Servicer, its wholly-owned subsidiary, Sears Receivables Financing Group, Inc. ("SRFG") as Seller, and Continental Bank, National Association 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. 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, 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 October, 1989 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 1993 is set forth in the ANNUAL STATEMENT filed as Exhibit 21 to this Annual Report on Form 10-K. Item 3. Legal Proceedings None Item 4. Submission of Matters to a Vote of Security Holders None PART II 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. All outstanding definitive Investor Certificates are held by CEDE and Co., the nominee of DTC. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None PART III Item 12. Security Ownership of Certain Beneficial Owners and Management As of March 15, 1994, 100% of the Investor Certificates were held in the nominee name of CEDE and Co. for beneficial owners. SRFG, as of March 15, 1994, 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. Certain Relationships and Related Transactions None PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) Exhibits: 21. 1993 ANNUAL STATEMENT prepared by the Servicer. 28. ANNUAL INDEPENDENT AUDITOR'S REPORTS pursuant to Section 3.06 of the Pooling and Servicing Agreement. (a) Review of servicing procedures. (b) Annual Servicing Letter. (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, 1993, November 15, 1993, and December 15, 1993. 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 Trust 1989 E (Registrant) By: Sears Receivables Financing Group, Inc. (Originator of the Trust) By: /S/ALICE M. PETERSON _____________________________________ Alice M. Peterson President and Chief Executive Officer Dated: March 30, 1994 EXHIBIT INDEX Page number in sequential Exhibit No. number system 21. 1993 ANNUAL STATEMENT prepared by the Servicer. 28. ANNUAL INDEPENDENT AUDITOR'S REPORTS pursuant to Section 3.06 of the Pooling and Servicing Agreement. (a) Review of servicing procedures. (b) Annual Servicing Letter. Exhibit 21 SEARS CREDIT ACCOUNT TRUST 1989 E 8.65% CREDIT ACCOUNT PASS-THROUGH CERTIFICATES 1993 ANNUAL STATEMENT Pursuant to the terms of the letter issued by the Securities and Exchange Commission dated December 5, 1989 (granting relief to the Trust from certain reporting requirements of the Securities Exchange Act of 1934, as amended), aggregated information regarding the performance of Accounts and payments to Investor Certificateholders in respect of the Due Periods related to the twelve Distribution Dates which occurred in 1993 is set forth below. 1) The total amount of the distribution to Investor Certificateholders during 1993, per $1,000 interest..$86.50 2) The amount of the distribution set forth in paragraph 1 above in respect of interest on the Investor Certificates, per $1,000 interest....................$86.50 3) The amount of the distribution set forth in paragraph 1 above in respect of principal on the Investor Certificates, per $1,000 interest.................... $0.00 4) The aggregate amount of Collections of Principal Receivables processed during the related Due Periods.................................$513,604,431.85 5) The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods.................................$122,914,483.17 6) The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates................................$377,741,548.61 7) The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.................................$79,709,401.49 8) The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificate.................................$135,862,883.24 9) The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificate..................................$43,205,081.68 10) The excess of the Investor Charged-Off Amount over the sum of (i) payments in respect of the Available Subordinated Amount and (ii) Excess Servicing, if any (an "Investor Loss"), per $1,000 interest............ $0.00 11) The aggregate amount of Investor Losses in the Trust as of the end of the day on December 15, 1993, per $1,000 interest...................................... $0.00 12) The total reimbursed to the Trust from the sum of the Available subordinated Amount and Excess Servicing, if any, in respect of Investor Losses, per $1,000 interest............................................. $0.00 13) The amount of the Investor Monthly Servicing Fee payable by the Trust to the Servicer..........$8,499,999.99 14) The aggregate amount which was deposited in the Principal Funding Account in respect of Collections of Principal Receivables during the related Due Periods.................................$225,000,000.00 15) The aggregate amount of Investment Income during the related Due Periods.......................$6,487,500.00 16) The total amount on deposit in the Principal Funding Account in respect of Collections of Principal Receivables, as of the end of the reportable year.............................$225,000,000.00 17) The Deficit Accumulation Amount, as of the end of the reportable year...................................... $0.00 18) The aggregate amount which was deposited in the Interest Funding Account in respect of Certificate Interest during the related Due Periods...............$43,250,000.04 19) The total amount on deposit in the Interest Funding Account in respect of Certificate Interest, as of the end of the reportable year....................$3,604,166.67 Exhibit 28(a) February 11, 1994 Ms. Alice M. Peterson Ms. Cynthia K. Duncan Vice President and Treasurer Trust Officer Sears, Roebuck and Co. as Servicer Continental Bank, National Sears Tower Association as Trustee Chicago, Illinois 60684 231 South La Salle Street Chicago, Illinois 60697 We have applied the procedures listed below to the accounting records of Sears, Roebuck and Co. ("Sears") relating to the servicing procedures performed by Sears as Servicer under Section 3.06(b) of the Pooling and Servicing Agreement (the "Agreement") for the following Trusts: Date of Pooling and Trust Servicing Agreement Sears Credit Account Trust 1989E November 13, 1989 Sears Credit Account Trust 1990A January 12, 1990 Sears Credit Account Trust 1990B February 22, 1990 Sears Credit Account Trust 1990C July 31, 1990 Sears Credit Account Trust 1990D October 15, 1990 Sears Credit Account Trust 1990E December 1, 1990 It is understood that this report is solely for your information and is not to be referred to or distributed for any purpose to anyone other than Continental Bank, National Association as Trustee, Investor Certificateholders or the management of Sears. The procedures we performed are as follows: Compared the mathematical calculations of each amount set forth in each monthly certificate forwarded by the Servicer, pursuant to Section 3.04(b) of the Agreement, during the calendar year 1993 to the Servicer's computer-generated Portfolio Monitoring and Monthly Cash Flow Allocations Report. We found such amounts to be in agreement. February 11, 1994 Page 2 Ms. Alice M. Peterson Ms. Cynthia K. Duncan Vice President and Treasurer Trust Officer Sears, Roebuck and Co. as Servicer Continental Bank, National Association as Trustee Because the above procedures do not constitute an audit conducted in accordance with generally accepted auditing standards, we do not express an opinion on any of the items referred to above. As a result of the procedures performed, no matters came to our attention that caused us to believe that the amounts in the monthly certificates require adjustment. Had we performed additional procedures or had we conducted an audit of the monthly certificates in accordance with generally accepted auditing standards, matters might have come to our attention that would have been reported to you. This report relates only to the items specified above and does not extend to any financial statements of Sears taken as a whole. EX-28 2 EXHIBIT 28(B) Exhibit 28(b) February 11, 1994 Ms. Alice M. Peterson Ms. Cynthia K. Duncan Vice President and Treasurer Trust Officer Sears, Roebuck and Co. as Servicer Continental Bank, National Sears Tower Association as Trustee Chicago, Illinois 60684 231 South LaSalle Street Chicago, Illinois 60697 ANNUAL SERVICING LETTER We have examined management's assertions, included in its representation letter dated February 11, 1994, that Sears, Roebuck and Co. ("Sears") maintained an effective internal control structure over financial reporting as of February 11, 1994, insofar as such system relates to the servicing procedures provided by Sears to prevent or detect errors or irregularities in amounts that would be material in relation to the assets of the following trusts (the "Trusts") under the applicable sections of the indicated Pooling and Servicing Agreement (the "Agreement"):
Trust Date of Pooling Applicable Sections of and Servicing the Pooling and Agreement Servicing Agreement - -------------------- ------------------ ----------------------- Sears Credit Account Trust 1989E November 13, 1989 3.02, 4.03, 4.06, 4.07, 4.08, 8.07 Sears Credit Account Trust 1990A January 12, 1990 3.02, 4.03, 4.06, 4.07, 4.08, 8.07 Sears Credit Account Trust 1990B February 22, 1990 3.02, 4.03, 4.06, 4.07, 4.08, 8.07 Sears Credit Account Trust 1990C July 31, 1990 3.02, 4.03, 4.06, 4.07, 4.08, 8.07 Sears Credit Account Trust 1990D October 15, 1990 3.02, 4.03, 4.06, 4.07, 4.08, 8.07 Sears Credit Account Trust 1990E December 1, 1990 3.02, 4.03, 4.06, 4.07, 4.08, 8.07 Sears Credit Account Trust 1991A March 1, 1991 3.02, 4.03, 4.06, 4.07, 4.08, 8.07 Sears Credit Account Trust 1991B May 15, 1991 3.02, 4.03, 4.06, 4.07, 4.08, 8.07 Sears Credit Account Trust 1991C July 1, 1991 3.02, 4.03, 4.06, 4.07, 4.08, 8.07 Sears Credit Account Trust 1991D September 15, 1991 3.02, 4.03, 4.06, 4.07, 4.08, 8.07 Sears Credit Account Trust Master Trust I November 18, 1992 3.02, 4.03, 4.06, 4.07, 8.07 Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included obtaining an understanding of the internal control structure over financial reporting, testing, and evaluating the design and operating effectiveness of the internal control structure, and such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Because of the inherent limitations in any internal control structure, errors or irregularities may occur and not be detected. Also, projections of any evaluation of the internal control structure over financial reporting to future periods are subject to the risk that the internal control structure may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, management's assertion that Sears maintained an effective internal control structure as of February 11, 1994, insofar as such system relates to the servicing procedures provided by Sears to prevent or detect errors or irregularities in amounts that would be material in relation to the assets of the Trusts under the Agreement, taken as a whole, is fairly stated, in all material respects, based upon criteria established by "Internal Control - Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission. This letter is intended for the information and use of the Board of Directors and management of Sears, Continental Bank, National Association as Trustee, and Investor Certificateholders and should not be used for any other purpose.
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