<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934
(Fee Required)
FOR THE FISCAL YEAR ENDED JUNE 30, 1994 COMMISSION FILE NUMBER 1-3344
PLAYTEX APPAREL, INC. SAVINGS AND PROFIT
SHARING PLAN
(Full title of the plan)
SARA LEE CORPORATION
THREE FIRST NATIONAL PLAZA
SUITE 4600
CHICAGO, ILLINOIS 60602
(Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office)
<PAGE> 2
[ARTHUR ANDERSEN LLP LETTERHEAD]
PLAYTEX APPAREL, INC. SAVINGS AND PROFIT SHARING PLAN
FINANCIAL STATEMENTS
JUNE 30, 1994 AND 1993
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
EMPLOYER I.D. NUMBER: 51-0297129
PLAN NUMBER: 002
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PLAYTEX APPAREL, INC. SAVINGS AND PROFIT SHARING PLAN
INDEX TO FINANCIAL STATEMENTS
Page
----
Report of Independent Public Accountants 2
Financial Statements:
Statement of Net Assets Available for Plan Benefits -
June 30, 1994 3
Statement of Net Assets Available for Plan Benefits -
June 30, 1993 4
Statement of Changes in Net Assets Available for Plan
Benefits for the Year Ended June 30, 1994 5
Notes to Financial Statements 6-10
<PAGE> 4
[ARTHUR ANDERSEN LLP LETTERHEAD]
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Playtex Apparel, Inc.
Pension and Employee Benefits Committee:
We have audited the accompanying statements of net assets available for plan
benefits of the Playtex Apparel, Inc. Savings and Profit Sharing Plan (the
"Plan") as of June 30, 1994 and 1993, and the related statement of changes in
net assets available for plan benefits for the year ended June 30, 1994. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
as of June 30, 1994 and 1993, and the changes in its net assets available for
plan benefits for the year ended June 30, 1994, in conformity with generally
accepted accounting principles.
/s/ Arthur Andersen LLP
Stamford, Connecticut,
December 15, 1994
<PAGE> 5
PLAYTEX APPAREL, INC. SAVINGS AND PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
JUNE 30, 1994
<TABLE>
<CAPTION>
Interest Diversified Aggressive Sara Lee International Balanced
Income Fund Equity Fund Equity Fund Stock Fund Equity Fund Fund Total
----------- ----------- ----------- ---------- ----------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments in Master Trust, at
fair value $46,307,386 $3,714,129 $3,928,454 $3,058,092 $ 992,879 $904,611 $58,905,551
----------- ---------- ---------- ---------- ---------- -------- -----------
Total assets 46,307,386 3,714,129 3,928,454 3,058,092 992,879 904,611 58,905,551
----------- ---------- ---------- ---------- ---------- -------- -----------
LIABILITIES:
Accrued fees payable 5,623 451 477 371 121 110 7,153
Due to Playtex Apparel, Inc. 27,990 - - - - - 27,990
Other 2,222 - - 3,886 - - 6,108
----------- ---------- ---------- ---------- ---------- -------- -----------
Total liabilities 35,835 451 477 4,257 121 110 41,251
----------- ---------- ---------- ---------- ---------- -------- -----------
INTERFUND RECEIVABLE (PAYABLE) 187,293 (165,301) (62,415) (78,392) 96,218 22,597 -
----------- ---------- ---------- ---------- ---------- -------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $46,458,844 $3,548,377 $3,865,562 $2,975,443 $1,088,976 $927,098 $58,864,300
=========== ========== ========== ========== ========== ======== ===========
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
3
<PAGE> 6
PLAYTEX APPAREL, INC. SAVINGS AND PROFIT SHARING PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
JUNE 30, 1993
<TABLE>
<CAPTION>
Interest Diversified Aggressive Sara Lee International Balanced
Income Fund Equity Fund Equity Fund Stock Fund Equity Fund Fund Total
----------- ----------- ----------- ---------- ------------ ------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments in Master Trust, at
fair value $48,258,495 $3,896,393 $3,479,268 $3,427,870 $ - $ - $59,062,026
Receivables-
Employer contribution 1,493,992 304,156 283,586 337,458 10,325 34,070 2,463,587
Employee contribution 188,069 72,655 73,301 61,816 1,287 6,523 403,651
Due from Playtex Apparel, Inc.
Employees 401(k) Retirement Plan 213,815 - - - - - 213,815
Other (23,080) 2,099 59,062 69 - - 38,150
----------- ---------- ---------- ---------- -------- -------- -----------
Total assets 50,131,291 4,275,303 3,895,217 3,827,213 11,612 40,593 62,181,229
----------- ---------- ---------- ---------- -------- -------- -----------
INTERFUND RECEIVABLE (PAYABLE) (502,102) 72,637 (590,323) 1,797 449,230 568,761 -
----------- ---------- ---------- ---------- -------- -------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $49,629,189 $4,347,940 $3,304,894 $3,829,010 $460,842 $609,354 $62,181,229
=========== ========== ========== ========== ======== ======== ===========
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
4
<PAGE> 7
PLAYTEX APPAREL, INC. SAVINGS AND PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED JUNE 30, 1994
<TABLE>
<CAPTION>
Interest Diversified Aggressive Sara Lee International Balanced
Income Fund Equity Fund Equity Fund Stock Fund Equity Fund Fund Total
----------- ----------- ----------- ---------- ------------ -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS:
Interest $ 3,348,933 $ 179 $ 250 $ 1,996 $ 118 $ 45 $ 3,351,521
Dividends - 108,400 216,233 84,519 8,362 29,008 446,522
Realized gain (loss) - 35,879 7,592 - 832 (207) 44,096
Unrealized appreciation (depreciation) - (85,975) (140,931) (449,163) 57,988 (48,981) (667,062)
Employee Contributions 172,652 15,336 14,648 6,539 1,602 3,246 214,023
Rollover contribution 43,735 - - - - - 43,735
Other 3,287 - - - - 22 3,309
----------- ---------- ---------- ---------- ---------- -------- -----------
Total additions 3,568,607 73,819 97,792 (356,109) 68,902 (16,867) 3,436,144
----------- ---------- ---------- ---------- ---------- -------- -----------
DEDUCTIONS FROM NET ASSETS:
Distributions to participants 6,023,597 364,422 157,207 150,148 - 22,476 6,717,850
Administrative expenses 27,095 2,230 2,110 1,897 414 467 34,213
Other 4 179 - 805 22 - 1,010
----------- ---------- ---------- ---------- ---------- -------- -----------
Total deduction 6,050,696 366,831 159,317 152,850 436 22,943 6,753,073
----------- ---------- ---------- ---------- ---------- -------- -----------
TRANSFERS TO (FROM) INVESTMENT OPTIONS (688,256) (506,551) 622,193 (344,608) 559,668 357,554 -
----------- ---------- ---------- ---------- ---------- -------- -----------
Net additions (deductions) (3,170,345) (799,563) 560,668 (853,567) 628,134 317,744 (3,316,929)
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
June 30, 1993 49,629,189 4,347,940 3,304,894 3,829,010 460,842 609,354 62,181,229
----------- ---------- ---------- ---------- ---------- -------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
June 30, 1994 $46,458,844 $3,548,377 $3,865,562 $2,975,443 $1,088,976 $927,098 $58,864,300
=========== ========== ========== ========== ========== ======== ===========
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
5
<PAGE> 8
PLAYTEX APPAREL, INC. SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1994 AND 1993
1. Description of Plan:
The Playtex Apparel, Inc. (the "Company") Savings and Profit Sharing Plan
(the "Plan") is a defined contribution plan subject to the provisions of the
Employee Retirement Income Security Act ("ERISA"). The Company is a wholly
owned subsidiary of Sara Lee Corporation.
The following brief description of the Plan is provided for general
information purposes only. Participants should refer to the Plan agreement
for a more complete description of the Plan's provisions.
General-
The Plan covers salaried, nonunion, eligible employees of the Company.
Generally, employees become eligible on the first January 1 or July 1
after the date of their employment and upon the attainment of 21 years of
age.
Contributions-
Participant contributions are not required. Participants may make
contributions by electing to have a percentage withheld from their
compensation on an after-tax basis and contributed to the Plan on their
behalf by the Company or by lump sum contribution. The participant
contributions can range from not less than 1% to no greater than 10% of
compensation, subject to limitations as noted in the Plan.
Prior to July 2, 1993, the Company contributed an aggregate amount for
participants who were eligible to be allocated a share of employer
contributions. Effective July 2, 1993, the Company no longer made
contributions to the Plan. Per the Plan agreement, as a result of this
action, all participants became 100% vested in Company contributions.
Participant accounts-
Each participant's account is credited with the participant's contribution
and an allocation of the Plan's earnings. Allocations are based on the
ratio that each participant's account balance for the period bears to the
total of all participants' account balances for the period.
Administrative expenses-
Administrative expenses, other than the recordkeeper's fees, are paid by
the Company. The recordkeeper's fees are allocated between the funds
based on relative market investment values.
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<PAGE> 9
Withdrawals-
A participant may withdraw funds from his after-tax account
contributions.
Distributions-
Upon retirement, permanent disability or termination of
employment, 100% of the value of the participant's account shall be
paid to the participant in a lump sum payment or in installment
payments. In the event of death, 100% of the value of the participant's
account shall be paid to the participant's beneficiary. Installment
payments shall extend over a period not to exceed the lesser of (a)
fifteen years from the participant's normal retirement date, or (b) the
joint life expectancy of the participant and the participant's
beneficiary.
Benefits will be distributed no later than the later of 60 days
after the end of the Plan year in which the participant (a) attains age
65, (b) completes 10 years of participation in the Plan, (c) terminates
employment, or (d) such later date on which the amount of payment can
be ascertained by the Company.
Forfeitures-
Prior to July 2, 1993, non-sales force participant forfeitures
resulting from non-vested terminations were allocated among non-sales
force participants. Sales force participant forfeitures were used to
reduce future employer contributions. After July 2, 1993, due to a
plan amendment, there are no more forfeitures.
2. Summary of Accounting Policies:
Basis of accounting-
The accompanying financial statements are presented on the
accrual basis of accounting.
Valuation of investments-
Investments are stated at market value. The changes in net
unrealized appreciation and depreciation and in net realized gains or
losses on investments sold during the current year are reflected in the
accompanying statement of changes in net assets available for plan
benefits.
The investments of the Plan age commingled in the Sara Lee
Corporation Investment Trust (the "Investment Trust") at the Wachovia
Bank & Trust Company, N.A. The Plan investments represent 18.3% of
Investment Trust assets as of June 30, 1994. The total cost, market
value and schedule of reportable transactions, are disclosed in a
separate filing.
7
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The composition of the Investment Trust at June 30, 1994 is as follows:
<TABLE>
<S> <C>
Non-interest-bearing cash $ 58,541
Employer contribution receivable 86,757
Participant contribution receivable 75,023
Income receivable 1,518,691
Other receivables 183,136
Corporate stock common 29,702,040
Nonparticipant loans secured by mortgage 630,483
Participant loans 14,331,821
Investment in common/collective trust 9,425,127
Investment in registered investment company 67,941,912
Unallocated insurance contract investments 197,912,438
------------
Total $321,865,969
============
</TABLE>
The income allocated to the participating plans for the year ended
June 30, 1994, is as follows:
<TABLE>
<S> <C>
Employer contributions $ 5,765,875
Participant contributions 30,724,966
Noncash contributions 1,779,832
Interest income 14,605,649
Common stock dividends 867,797
Realized gain on sale of assets (103,634)
Net investment gain from common/collective
trusts 523,233
Net investment gain from registered investment
companies 1,760,769
-----------
Net investment income $55,924,487
===========
</TABLE>
3. Investments:
Participants have the option to invest in one or more of the
following six investment funds of the Plan in even multiples of 10%:
Interest Income Fund -- The assets primarily are invested in
fixed interest instruments (including guaranteed investment contracts
between the trustee and a legal reserve life insurance company,
commercial bank, savings and loan association or other financial
institution or corporation) intended to provide for safety of
principal and a positive rate of return.
Diversified Equity Fund -- The assets primarily are invested in
a diversified pool of a large number of stocks (or mutual fund
shares) intended to provide a greater rate of return than the
interest income fund, but entailing a risk of loss of principal.
Aggressive Equity Fund -- The assets primarily are invested
aggressively in a portfolio of growth-oriented stocks (or mutual fund
shares), intended to provide a greater rate of return than the
diversified equity fund, but entailing a greater risk of loss of
principal.
Sara Lee Stock Fund -- The assets primarily are invested in
shares of Sara Lee Corporation common stock.
8
<PAGE> 11
International Equity Fund -- The assets primarily are invested in
stocks of companies located outside the United States intended to
provide a greater rate of return than the diversified equity fund, but
entailing a greater risk of loss of principal.
Balanced Fund -- The assets primarily are invested in both stocks and
bonds intended to provide a rate of return and a risk of loss of
principal between those of the interest income fund and the diversified
equity fund.
The Balanced Fund and the International Equity Fund, were made
available to participants on July 1, 1993. Balances in these funds in the
accompanying June 30, 1993 statement of net assets available for plan
benefits are a result of participants electing to invest in the funds and
amounts being transferred prior to July 1, 1993.
4. Plan Termination:
Although it has not expressed any intent to do so, the Company may
terminate the Plan subject to the provisions of ERISA. In the event of the
termination of the Plan, participants will become fully vested in
their accounts.
5. Federal Income Tax Status:
The Plan obtained its latest determination letter on April 19, 1990, in
which the Internal Revenue Service stated that the Plan, as then designed,
was in compliance with the applicable requirements of the Internal Revenue
Code. The Plan has been amended since receiving the determination letter.
However, the plan administrator believes that the Plan is currently
designed and being operated in compliance with the applicable requirements
of the Internal Revenue Code. Therefore, they believe that the Plan is
qualified and the related trusts were tax exempt as of the financial
statement date.
6. Reconciliation of Financial Statements to the Form 5500:
The following is a reconciliation of net assets available for plan
benefits per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
June 30,
1994 1993
---------- ------------
<S> <C> <C>
Net assets available for plan benefits per
the financial statements $58,864,300 $62,181,229
Amounts allocated to withdrawing participants (698,366) (4,495,875)
----------- -----------
Net assets available for plan benefits per $58,165,934 $57,685,354
the Form 5500 =========== ===========
</TABLE>
9
<PAGE> 12
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year Ended
June 30, 1994
-------------
<S> <C>
Benefits paid to participants per the
financial statements $ 6,717,850
Add: Amounts allocated to withdrawing participants
at June 30, 1994 698,366
Less: Amounts allocated to withdrawing participants
at June 30, 1993 (4,495,875)
-----------
Benefits paid to participants per the Form 5500 $ 2,920,341
===========
</TABLE>
10
<PAGE> 13
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 11-K, into the Sara Lee Corporation Playtex
Apparel Inc. Savings and Profit Sharing Plan previously filed Registration
Statement File No. 33-35760.
/s/ Arthur Andersen LLP
Stamford, Connecticut
December 15, 1994
<PAGE> 14
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 21, 1994
PLAYTEX APPAREL, INC. SAVINGS
AND PROFIT SHARING PLAN
By: PLAYTEX APPAREL, INC.
SAVINGS AND PROFIT SHARING
PLAN COMMITTEE
By: /s/ Michael E. Murphy
---------------------------------
Michael E. Murphy, As a Committee
Member on Behalf of the Committee
