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SEARS SPINS OFF 80% STAKE IN DEAN WITTER, DISCOVER

SHARE SEARS SPINS OFF 80% STAKE IN DEAN WITTER, DISCOVER

Sears, Roebuck and Co. said Wednesday it has completed spinning off its 80 percent stake in Dean Witter, Discover & Co. by distributing the holding to shareholders as a dividend.

Sears, the parent of Sears Merchandise Group, the nation's third-largest retailer, has been divesting some of its financial units recently to reduce its debt.Last year, the company announced it would spin off 80 percent of Dean Witter, Discover & Co. and sell the remaining 20 percent in an initial public offering.

On Wednesday, Sears said it will begin mailing on July 12 its 136.17 million shares of Dean Witter, Discover to stockholders of record as of June 28.

Investors will receive 0.39031 shares of Dean Witter, Discover for every Sears common-stock share they own.

Sears, which had 348.8 million common shares outstanding as of June 28, will pay any fractional shares in cash.

In January, Sears announced a massive restructuring, including closing some 100 unprofitable stores, scrapping its catalog business and eliminating 50,000 jobs.

Three months later, the company reported its first-quarter earnings moved into the black at $435 million, or $1.13 a share, compared to a $1.59 billion loss in the year-earlier period. Sears said its first-quarter 1993 earnings benefited from initial effects of the restructuring plan.

As a result of divestiture of some Sears financial units, the company has begun reporting its continuing operations - Sears Merchandise, Allstate Insurance Group and Homart Development Co. - separately from the discontinued units of Dean Witter, Discover and Coldwell Banker Residential Services.

While Sears still holds onto a majority stake in Allstate, the company put 20 percent of the unit up for sale through an initial public offering.

Allstate, based in Northbrook, Ill., is the nation's second-largest property-and-casualty insurer.

In June, Allstate tore up the pages in U.S. corporate history books, with an IPO of a record 78.5 million shares of common stock. The offering raised about $2.12 billion.