SECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2001

Commission file number 0-24776

 

SEARS CREDIT ACCOUNT MASTER TRUST II(Exact name of registrant as specified in its charter)Illinois        (State of Organization) Not Applicable         (I.R.S. Employer Identification No.)  c/o SRFG, Inc.        3711 Kennett Pike        Greenville, Delaware         (Address of principal executive offices) 19807  (Zip Code)  
Registrant's telephone number, including area code: (302) 434-3176

Securities registered pursuant to Section 12(b) of the Act:
  Title of each classto be so registeredName of each exchange         on which each class is to be registered  None Not Applicable
 

Securities registered pursuant to Section 12(g) of the Act:

6.05% Class A Series 1995-5 Master Trust Certificates

6.20% Class B Series 1995-5 Master Trust Certificates

6.20% Class A Series 1996-1 Master Trust Certificates

6.35% Class B Series 1996-1 Master Trust Certificates

7.00% Class A Series 1996-3 Master Trust Certificates

7.10% Class B Series 1996-3 Master Trust Certificates

6.45% Class A Series 1996-4 Master Trust Certificates

6.65% Class B Series 1996-4 Master Trust Certificates

6.20% Class A Series 1997-1 Master Trust Certificates

6.40% Class B Series 1997-1 Master Trust Certificates

5.25% Class A Series 1998-2 Master Trust Certificates

5.65% Class A Series 1999-1 Master Trust Certificates

6.35% Class A Series 1999-2 Master Trust Certificates

6.45% Class A Series 1999-3 Master Trust Certificates

7.25% Class A Series 2000-1 Master Trust Certificates

7.50% Class B Series 2000-1 Master Trust Certificates

6.75% Class A Series 2000-2 Master Trust Certificates

7.00% Class B Series 2000-2 Master Trust Certificates

Floating Rate Class A Series 2000-3 Master Trust Certificates

Floating Rate Class B Series 2000-3 Master Trust Certificates

Floating Rate Class A Series 2000-4 Master Trust Certificates

Floating Rate Class B Series 2000-4 Master Trust Certificates

Floating Rate Class A Series 2001-1 Master Trust Certificates

Floating Rate Class B Series 2001-1 Master Trust Certificates

Floating Rate Class A Series 2001-2 Master Trust Certificates

Floating Rate Class B Series 2001-2 Master Trust Certificates

Floating Rate Class A Series 2001-3 Master Trust Certificates

Floating Rate Class B Series 2001-3 Master Trust Certificates

Floating Rate Class A Series 2002-1 Master Trust Certificates

Floating Rate Class B Series 2002-1 Master Trust Certificates

                                                  (Title of Class)

Registrant (1) has filed all reports required to be filed by Section 13 or15(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 ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item405 of Regulation S-K is not contained herein, and will not be contained, to thebest of registrant's knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment to thisForm 10-K. [x]

State the aggregate market value of the voting and non-voting common equityheld by non-affiliates of the registrant. NOT APPLICABLE.

 

 

 

PART I

Item 1. Business

    The Sears Credit Account Master Trust II (the "Trust") was formedpursuant to the Pooling and Servicing Agreement dated as of July 31, 1994, asamended (the "Pooling and Servicing Agreement") among Sears, Roebuckand Co. ("Sears") as Servicer, its wholly-owned subsidiary, SRFG, Inc.("SRFG") as Seller, and The Bank of New York (as successor trustee toBank One, N.A.) as trustee (the "Trustee"). The Trust's only businessis to act as a passive conduit to permit investment in a pool of retail consumerreceivables.

Item 2. Properties

    The property of the Trust includes a portfolio of receivables (the"Receivables") arising in selected accounts under selected creditplans of Sears (the "Accounts") and all monies received in payment ofthe Receivables. At the time of the Trust's formation, and on certain AdditionDates thereafter, Sears sold and contributed to SRFG, which in turn conveyed tothe Trust, all Receivables existing under the Accounts designated as such at orprior to such time, and will continue to transfer additional Receivables arisingunder the Accounts, and in the future may transfer Receivables in additionalAccounts to the Trust from time to time, until the termination of the Trust. Atcertain times in the life of the Trust, pursuant to the Pooling and ServicingAgreement, SRFG has removed from the Trust the Receivables existing undercertain Accounts and will no longer transfer additional receivables arisingthereunder to the Trust. Information related to the performance of theReceivables during 2001 is set forth in the ANNUAL STATEMENTS filed as Exhibits21(a) to 21(p) to this Annual Report on Form 10-K. Capitalized terms not definedherein have the meaning assigned to them in the Pooling and Servicing Agreement.

Item 3. Legal Proceedings

    None

Item 4. Submission of Matters to a Vote of SecurityHolders

    None

 

 

 

PART II

Item 5. Market for Registrant's Common Equity and RelatedStockholder Matters

    Investor Certificates are held and delivered in book-entry form through thefacilities of The Depository Trust Company ("DTC"), a "clearingagency" registered pursuant to the provisions of Section 17A of theSecurities Exchange Act of 1934, as amended. The sole definitive InvestorCertificate is held by Cede & Co., the nominee of DTC.

Item 9. Changes in and Disagreements with Accountants onAccounting and Financial            Disclosure

    None

 

 

PART III

Item 12. Security Ownership of Certain Beneficial Ownersand Management

    As of March 15, 2002, 100% of the Investor Certificates were held in thenominee name of Cede & Co. for beneficial owners.

    SRFG, as of March 15, 2002, owned 100% of the Seller Certificate, whichrepresented beneficial ownership of a residual interest in the assets of theTrust as provided in the Pooling and Servicing Agreement.

 

Item 13. Certain Relationships and Related Transactions

    None

 

 

PART IV

Item 14.     Exhibits, Financial Statement Schedules, andReports on Form                8-K

               (a)     Exhibits:

                       20.     2001 ANNUAL STATEMENTS prepared by the Servicer.                                
(a)
Series 1995-5
(b)Series 1996-1(c)Series 1996-3(d)Series 1996-4(e)Series 1997-1(f)Series 1998-2(g)Series 1999-1(h)Series 1999-2(i)Series 1999-3(j)
Series 2000-1
(k)
Series 2000-2
(l)
Series 2000-3
(m)Series 2000-4(n)
Series 2001-1
(o)
Series 2001-2
(p)
Series 2001-3

 

    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, 2001, November 15,          2001, and December 17, 2001.

 

 

 

SIGNATURES

    Pursuant to the requirements of Section 13 of the Securities Exchange Act of1934, the Registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

Sears Credit Account Master Trust II        (Registrant)

By: SRFG, Inc.            (Originator of the Trust)

By: /s/ William K. Phelan                William K. Phelan                Vice President and Controller

 

Dated: March 29, 2002

 

 

 

EXHIBIT INDEX

 

Exhibit No.

    20.     2001 ANNUAL STATEMENTS prepared by the Servicer.
(a)
 Series 1995-5
(b)Series 1996-1(c)Series 1996-3(d)Series 1996-4(e)Series 1997-1(f)Series 1998-2(g)Series 1999-1(h)Series 1999-2(i)Series 1999-3(j)
Series 2000-1
(k)
Series 2000-2
(l)
Series 2000-3
(m)Series 2000-4(n)
Series 2001-1
(o)
Series 2001-2
(p)
Series 2001-3

 

    28.     ANNUAL INDEPENDENT ACCOUNTANTS' REPORT              pursuant to Section 3.06 of the Pooling and Servicing Agreement.

(a)    Independent Accountants' Report