10-K405 1 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, 1994 Commission file number 33-37019-01 SEARS CREDIT ACCOUNT TRUST 1990 D (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: 9.35% 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 1990 D (the "Trust") was formed pursuant to the Pooling and Servicing Agreement dated as of October 15, 1990 (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 Bank of America Illinois 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 September 1990, December 1994 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 1994 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, 1995, 100% of the Investor Certificates were held in the nominee name of CEDE and Co. for beneficial owners. SRFG, as of March 15, 1995, 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. 1994 ANNUAL STATEMENT prepared by the Servicer. 28. ANNUAL INDEPENDENT ACCOUNTANTS' REPORTS pursuant to Section 3.06 of the Pooling and Servicing Agreement. (a) Agreed Upon Preocedures Letter. (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 17, 1994, November 15, 1994 and December 15, 1994. 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 1990 D (Registrant) By: Sears Receivables Financing Group, Inc. (Originator of the Trust) By: /S/Perry N. Weine Perry N. Weine Vice President, Administration Dated: March 30, 1995 EXHIBIT INDEX Exhibit No. 21. 1994 ANNUAL STATEMENT prepared by the Servicer. 28. ANNUAL INDEPENDENT ACCOUNTANTS' REPORTS pursuant to Section 3.06 of the Pooling and Servicing Agreement. (a) Agreed Upon Procedures Letter. (b) Annual Servicing Letter. EX-21 2 SEARS CREDIT ACCOUNT TRUST 1990 D 9.35% CREDIT ACCOUNT PASS-THROUGH CERTIFICATES 1994 ANNUAL STATEMENT Pursuant to the terms of the letter issued by the Securities and Exchange Commission dated February 19, 1991 (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 1994 is set forth below. 1) The total amount of the distribution to Investor Certificateholders during 1994, per $1,000 interest $93.50 2) The amount of the distribution set forth in paragraph 1 above in respect of interest on the Investor Certificates, per $1,000 interest................. $93.50 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............................................ $612,293,211.47 5) The aggregate amount of Collections of Finance Charge Receivables processed during the related Due Periods................................ $169,845,988.67 6) The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Investor Certificates.... $483,489,757.77 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............... $141,971,349.88 8) The aggregate amount of Collections of Principal Receivables processed during the related Due Periods which were allocated in respect of the Seller Certificate............... $128,803,453.70 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.................. $27,874,638.79 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 15,1994, per $1,000 interest....................... $0.00 12)The total amount 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......... $10,312,500.00 14)The aggregate amount which was deposited in the Principal Funding Account in respect of Collections of Principal Receivables during the related Due Periods............................ $375,000,000.00 15)The aggregate amount of Investment Income during the related Due Periods..................... $10,023,603.30 16)The total amount on deposited in the Principal Funding Account in respect of Collections of Principal Receivables, as of the end of the reportable year.................... $437,500,000.00 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........................................ $70,125,000.00 19)The total amount to be deposited in the Interest Funding Account in respect of Certificate Interest, as of the end of the reportable year.................................... $11,687,500.00 EX-28 3 Exhibit 28(a) March 24, 1995 Ms. Alice M. Peterson Ms. Christine L. Linde Vice President and Treasurer Trust Officer Sears, Roebuck and Co. as Servicer Bank of America Illinois Sears Tower as Trustee Chicago, Illinois 60684 231 South LaSalle Street Chicago, Illinois 60697 We have applied certain agreed-upon procedures, discussed below, to the accounting records of Sears, Roebuck and Co. ("Sears") relating to the servicing procedures performed by Sears for the following Sears Credit Account Trusts, Sears Private Credit Account Trusts and Sears Credit Account Master Trusts (collectively the "Trusts") formed pursuant to the applicable Pooling and Servicing Agreements (the "Agreements"): Date of Applicable Pooling and Trust Servicing Agreement 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 Private Credit Account Trust 1990-I November 30, 1990 Sears Credit Account Trust 1991A March 1, 1991 Sears Credit Account Trust 1991B May 15, 1991 Sears Credit Account Trust 1991C July 1, 1991 Sears Credit Account Trust 1991D September 15, 1991 Sears Credit Account Master Trust I November 18, 1992 Sears Credit Account Master Trust A February 1, 1993 For purposes of this letter, we have read each of the Monthly Servicer Certificates forwarded by Sears as Servicer to the Trustee pursuant to section 3.04(b) of the Agreements during the calendar year ended December 31, 1994 (collectively the "Certificates"). For none of the periods referred to therein, nor for any other period, did we perform audit tests for the purpose of expressing an opinion on the individual balances of accounts or summaries of selected transactions as those enumerated in the Certificates and, accordingly, we express no opinion thereon. For purposes of this letter, however, we have performed the following procedures which were applied, as indicated, with respect to the Certificates: a. We have compared the amounts appearing in the following items as set forth in the Certificates to the applicable month's Portfolio Monitoring and Monthly Cash Flow Allocations Report: Trust Items Sears Credit Account Trust 1990A 3 thru 5, 7 thru 9, and 11 Sears Credit Account Trust 1990B 3 thru 9 Sears Credit Account Trust 1990C 3 thru 5, and 7 thru 9 Sears Credit Account Trust 1990D 3 thru 5, 7 thru 9, and 11 Sears Private Credit Account Trust 1990-I 4 thru 7 Sears Credit Account Trust 1991A 3 thru 5, 7 thru 9, and 11 Sears Credit Account Trust 1991B 3 thru 5, 7 thru 9, and 11 Sears Credit Account Trust 1991C 3 thru 5, 7 thru 9, and 11 Sears Credit Account Trust 1991D 3 thru 5, 7 thru 9, and 11 Sears Credit Account Master Trust I 4 thru 6 Sears Credit Account Master Trust A 4 thru 12 We found such amounts to be in agreement. b. We have proven the mathematical accuracy of the amounts appearing in the following items as set forth in the Certificates based on information obtained from the applicable month's Portfolio Monitoring and Monthly Cash Flow Allocations Report: Trust Items Sears Credit Account Trust 1990A 6 and 10 Sears Credit Account Trust 1990C 6 Sears Credit Account Trust 1990D 6 and 10 Sears Credit Account Trust 1991A 6 and 10 Sears Credit Account Trust 1991B 6 and 10 Sears Credit Account Trust 1991C 6 and 10 Sears Credit Account Trust 1991D 6 and 10 It should be understood that we make no representations regarding questions of legal interpretation or regarding the sufficiency for your purposes of the procedures referred to above. Also, such procedures would not necessarily reveal any material misstatement of the amounts referred to therein. Further, we have addressed ourselves solely to the foregoing items and amounts as set forth in the Certificates and make no representations as to the adequacy of disclosure or regarding whether any material facts have been omitted. This letter is intended solely for the information and use of the Board of Directors and management of Sears, Bank of America Illinois as Trustee, and Investor Certificateholders and should not be used for any other purpose. /S/Deloitte & Touche LLP EX-28 4 Exhibit 28(b) Ms. Alice M. Peterson Ms. Christine L. Linde Vice President and Treasurer Trust Officer Sears, Roebuck and Co. as Servicer Bank of America Illinois Sears Tower as Trustee Chicago, Illinois 60684 231 South LaSalle Street Chicago, Illinois 60697 INDEPENDENT ACCOUNTANTS' REPORT Annual Servicing Letter We have examined management's assertion, included in its representation letter dated March 24, 1995, that Sears, Roebuck and Co. ("Sears") maintained an effective internal control structure as of December 31, 1994, insofar as such structure relates to the servicing and financial reporting 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 Sears Credit Account Trusts, Sears Private Credit Account Trusts and Sears Credit Account Master Trusts (collectively the "Trusts") formed pursuant to the applicable Pooling and Servicing Agreements (the "Agreements"): Date of Applicable Pooling and Trust Servicing Agreement 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 Private Credit Account Trust 1990-I November 30, 1990 Sears Credit Account Trust 1991A March 1, 1991 Sears Credit Account Trust 1991B May 15, 1991 Sears Credit Account Trust 1991C July 1, 1991 Sears Credit Account Trust 1991D September 15, 1991 Sears Credit Account Master Trust I November 18, 1992 Sears Credit Account Master Trust A February 1, 1993 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 as it relates to servicing and financial reporting procedures performed by Sears, 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 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 December 31, 1994, insofar as such structure relates to the servicing and financial reporting 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 Agreements, 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. In connection with our examination, nothing came to our attention which would cause us to believe that the servicing provided by Sears has not been conducted in compliance with the following applicable Sections of the Agreements: Applicable Sections of the Pooling and Trust Servicing Agreement Sears Credit Account Trust 1990A 3.02, 4.03, 4.06, 4.07, 4.08, 8.07 Sears Credit Account Trust 1990B 3.02, 4.03, 4.05, 4.06, 4.07, 8.07 Sears Credit Account Trust 1990C 3.02, 4.03, 4.05, 4.06, 4.07, 8.07 Sears Credit Account Trust 1990D 3.02, 4.03, 4.06, 4.07, 4.08, 8.07 Sears Private Credit Account Trust 1990-I 3.02, 4.03, 4.04, 4.05, 4.06, 8.07 Sears Credit Account Trust 1991A 3.02, 4.03, 4.05, 4.06, 4.07, 8.07 Sears Credit Account Trust 1991B 3.02, 4.03, 4.05, 4.06, 4.07, 8.07 Sears Credit Account Trust 1991C 3.02, 4.03, 4.05, 4.06, 4.07, 8.07 Sears Credit Account Trust 1991D 3.02, 4.03, 4.05, 4.06, 4.07, 8.07 Sears Credit Account Master Trust I 4.03, 4.04, 4.05, 4.06, 8.07 Sears Credit Account Master Trust A 4.03, 4.04, 4.05, 4.06, 8.07 However, our examination was not directed primarily toward obtaining knowledge of noncompliance with such Sections. It should be understood that we make no representations regarding questions of legal interpretation or regarding the sufficiency for your purposes of the procedures referred to within this report. This report is intended solely for the information and use of the Board of Directors and management of Sears, Bank of America Illinois as Trustee, and Investor Certificateholders and should not be used for any other purpose. March 24, 1995 /S/Deloitte & Touche LLP