<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. EMPLOYEES' 401(K)
RETIREMENT 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. EMPLOYEES' 401(k)
RETIREMENT PLAN
FINANCIAL STATEMENTS
JUNE 30, 1994 AND 1993
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
EMPLOYER I.D. NUMBER: 51-0297129
PLAN NUMBER: 003
<PAGE> 3
PLAYTEX APPAREL, INC. EMPLOYEES' 401(K) RETIREMENT 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. Employees' 401(k) Retirement 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. EMPLOYEES' 401(K) RETIREMENT 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 $4,436,247 $187,922 $180,333 $104,614 $ 9,463 $40,305 $4,958,884
Receivables-
Employer contribution 149,999 3,489 3,241 2,433 315 329 159,806
Employee contribution 57,791 849 1,218 - 502 - 60,360
Other - - - 2,293 - - 2,293
---------- -------- -------- -------- ------- ------- ---------
Total assets 4,644,037 192,260 184,792 109,340 10,280 40,634 5,181,343
---------- -------- -------- -------- ------- ------- ---------
LIABILITIES:
Accrued fees payable 3,166 131 114 79 5 29 3,524
Other 52 107 80 9,964 - 784 10,987
---------- -------- -------- -------- ------- ------- ---------
Total liabilities 3,218 238 194 10,043 5 813 14,511
---------- -------- -------- -------- ------- ------- ---------
INTERFUND RECEIVABLE (PAYABLE) (188) (65) 301 (86) 38 - -
---------- -------- -------- -------- ------- ------- ---------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,640,631 $191,957 $184,899 $ 99,211 $10,313 $39,821 $5,166,832
========== ======== ======== ======== ======= ======= ==========
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
3
<PAGE> 6
PLAYTEX APPAREL, INC. EMPLOYEES' 401(K) RETIREMENT 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 $4,216,917 $130,291 $151,291 $126,544 $ - $ - $4,625,043
Receivables-
Employer contribution 71,683 2,138 2,023 1,640 - 61 77,545
Employee contribution 33,048 2,100 2,087 1,867 - - 39,102
Other - 577 788 720 - - 2,085
---------- -------- -------- -------- ------- ------- ----------
Total assets 4,321,648 135,106 156,189 130,771 - 61 4,743,775
---------- -------- -------- -------- ------- ------- ----------
LIABILITIES:
Due to Playtex Apparel, Inc. Savings and
Profit Sharing Plan 213,815 - - - - - 213,815
Due to Playtex Apparel, Inc. Pension Plan 9,148 - - - - - 9,148
Other 14,508 - - 241 - - 14,749
---------- -------- -------- -------- ------- ------- ----------
Total liabilities 237,471 - - 241 - - 237,712
---------- -------- -------- -------- ------- ------- ----------
INTERFUND RECEIVABLE (PAYABLE) (19,464) 13,453 (24,878) (5,619) - 36,508 -
---------- -------- -------- -------- ------- ------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,064,713 $148,559 $131,311 $124,911 $ - $36,569 $4,506,063
========== ======== ======== ======== ======= ======= ==========
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
4
<PAGE> 7
PLAYTEX APPAREL, INC. EMPLOYEES' 401(K) RETIREMENT 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 $ 316,001 $ 9 $ 11 $ 951 $ (15) $ 4 $ 316,961
Dividends -- 5,961 14,155 780 7 3,134 24,037
Realized gain (loss) -- 1,762 421 -- 7 3 2,193
Unrealized appreciation
(depreciation) -- (4,840) (6,376) (19,503) 1,326 (1,637) (31,030)
Employee contributions 379,013 21,778 21,160 17,801 2,209 938 442,899
Employer contributions 152,702 4,888 4,689 3,814 435 329 166,857
Other -- -- -- 437 108 -- 545
---------- -------- -------- ---------- ---------- -------- ----------
Total additions 847,716 29,558 34,060 4,280 4,077 2,771 922,462
---------- -------- -------- ---------- ---------- -------- ----------
DEDUCTIONS FROM NET ASSETS:
Distributions to participants 240,291 233 3,073 -- -- -- 243,597
Administrative expenses 14,333 756 671 528 75 333 16,696
Other 1,272 63 61 -- -- 4 1,400
---------- -------- -------- ---------- ---------- -------- ----------
Total deductions 255,896 1,052 3,805 528 75 337 261,693
TRANSFERS TO/(FROM) INVESTMENT
OPTONS (15,902) 14,892 23,333 (29,452) 6,311 818 --
---------- -------- -------- ---------- ---------- -------- ----------
Net additions
(deductions) 575,918 43,398 53,588 (25,700) 10,313 3,252 660,769
NET ASSETS AVAILABLE FOR
PLAN BENEFITS, June 30, 1993 4,064,713 148,559 131,311 124,911 -- 36,569 4,506,063
---------- -------- -------- ---------- ---------- -------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS, June 30, 1994 $4,640,631 $191,957 $ 184,899 $ 99,211 $ 10,313 $ 39,821 $5,166,832
========== ======== ========= ======== =========== ======== ==========
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
5
<PAGE> 8
PLAYTEX APPAREL, INC. EMPLOYEES' 401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1994 AND 1993
1. Description of Plan:
The Playtex Apparel, Inc. (the "Company") Employees' 401(k) Retirement 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 Corp.
The following brief description of the Plan provides only general
information. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
General--
The Plan covers all employees of JBI, a division of the Company, and
full-time hourly employees, as defined, at the Company's facilities in
Dover, Delaware. Generally, employees become eligible on the first
January 1 or July 1 after their date of employment and upon the
attainment of 21 years of age.
Contributions--
Participants may elect to contribute 2% to 15% of their pre-tax
compensation to the Plan subject to limitations established by the
Company.
The Company may contribute up to 50% of an eligible participant's
pretax contributions, not in excess of 4% of the participant's
compensation. JBI may contribute up to 20% of an eligible participant's
pretax contributions, not in excess of 1.2% of the participant's
compensation.
Participant accounts--
Each participant's account is credited with the participant's
contribution, the participant's portion of the Company's or JBI's
contribution as determined above 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.
6
<PAGE> 9
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.
Vesting--
Separate accounts for employee and Company contributions are maintained
for each participant. Participants vest immediately in their own
contributions and in Company contributions upon death, disability or
attainment of age 65. Vesting percentages for Company contributions for
all other participants are based on years of service in accordance with
the following schedule:
Completed Years of Service Percent Vested
-------------------------- --------------
Less than 5 0%
5 or more 100%
JBI contributions for participants who participated in the JBI Plan on
or before December 31, 1992, vest in accordance with the following
schedule:
Completed Years of Service Percent Vested
-------------------------- --------------
Less than 1 0%
1 20%
2 40%
3 60%
4 80%
5 or more 100%
Withdrawals--
A participant may withdraw funds from his pre-tax account balance only
in the event of a financial hardship, as defined.
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 longer than the joint life expectancy of the participant and
the participant's beneficiary.
Vested 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-
Forfeitures resulting from non-vested terminations shall be used to
reduce future employer contributions.
7
<PAGE> 10
2. Summary of Accounting Policies:
Basis of accounting--
The financial statements of the Plan have been prepared on the accrual
basis of accounting.
Valuation of investments--
Investments are stated at market value. The changes in 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 are commingled in the Sara Lee Corporation
Investment Trust (the "Investment Trust") at the Wachovia Bank & Trust
Company, N.A. The Plan investments represent 1.5% 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.
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>
8
<PAGE> 11
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.
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 these 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, each participant's benefits will be nonforfeitable
and will be distributable to the participant or the participant's
beneficiary.
5. Federal Income Tax Status:
The Plan obtained in 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.
9
<PAGE> 12
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 $5,166,832 $4,506,063
per the financial statements
Amounts allocated to withdrawing
participants (32,926) (71,661)
---------- ----------
Net assets available for plan benefits
per the Form 5500 $5,133,906 $4,434,402
========== ==========
</TABLE>
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 $243,597
Add: Amounts allocated to withdrawing
participants at June 30, 1994 32,926
Less: Amounts allocated to withdrawing
participants at June 30, 1993 (71,661)
--------
Benefits paid to participants per the Form 5500 $204,862
========
</TABLE>
7. Subsequent Event:
Effective September 1, 1994, participants may take a loan from their
Plan accounts. Loans may be taken only at the end of a month up to an
amount equal to the lesser of 50% of a participant's account balance or
$50,000. Loans will bear interest at a fixed rate based on the prevailing
prime rate as published in The Wall Street Journal. Loans must be repaid
-----------------------
within four years unless loan is to purchase a primary residence which
must be paid back within ten years.
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. Employees' 401(k) Retirement 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.
EMPLOYEES' 401(k)
RETIREMENT PLAN
By: PLAYTEX APPAREL, INC.
EMPLOYEES' 401(k) RETIREMENT
PLAN COMMITTEE
By: /s/ Michael E. Murphy
-----------------------------------
Michael E. Murphy, As a Committee
Member on Behalf of the Committee
