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Rule 424(b)(3)
Registration No. 33-51715
PRICING SUPPLEMENT NO. 10 DATED JANUARY 23, 1995 TO PROSPECTUS DATED JANUARY
14, 1994 AND PROSPECTUS SUPPLEMENT DATED FEBRUARY 15, 1994
SARA LEE CORPORATION
Medium-Term Notes, Series B
(Fixed Rate)
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Principal Amount: $20,000,000 Issue Date: February 14, 1995
Issue Price: 100.000% Stated Maturity: February 14, 2005
Commission of Selling Agents: NIL Specified Currency: U.S. Dollars
Net Proceeds to Issuer: $20,000,000 Form: _X_ Global
Interest Rate: ___ Certificated
Interest will be paid according to
the following schedule:
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YEAR 1: 8.20% YEAR 6: 8.70%
YEAR 2: 8.30% YEAR 7: 8.80%
YEAR 3: 8.40% YEAR 8: 9.00%
YEAR 4: 8.50% YEAR 9: 9.30%
YEAR 5: 8.60% YEAR 10: 9.60%
Selling Agents: Lehman Brothers
Trade Date: January 23, 1995
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Interest Payment Dates: Amortizing Notes:
___ As specified in Prospectus Supplement ___ Yes
_X_ Other (specify) August 14 and February 14 _X_ No
Regular Record Date: Each payment of principal of, and interest on,
___ As specified in Prospectus Supplement the Notes will be made:
_X_ Other (specify) July 30 and January 30 ___ Quarterly
Original Issue Discount Note: ___ Semiannually
___ Yes _X_ No ___ Other (specify) ___________________
Original Issue Discount ___________________ % Interest rate may be reset: _X_ Yes ___ No
Yield to Maturity: _______________________ % Terms of reset: See "Interest Rate" above
Repurchase Price (for Discount Securities): Redemption Information: Issuer has the right to call the
Notes in whole on any Interest Payment Date from and
including February 14, 1996 with 10 calendar days' notice
at a redemption price equal to 100% of the principal amount.
Other Provisions: Repayment Information
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The aggregate principal amount of this offering is U.S. $20,000,000 and relates only to Pricing
Supplement No. 10. Medium-Term Notes, Series B, may be issued by the Company in the aggregate
principal amount of up to U.S. $400,000,000 or the equivalent in foreign currencies or foreign currency units.
To date, including this offering, an aggregate of U.S. $156,000,000 or the equivalent in foreign
currency or foreign currency units of Medium-Term Notes, Series B, have been issued.
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TYPE OF SALE: IF PRINCIPAL TRANSACTION, REOFFERING AT:
___ As Agent _X_ varying prices related to prevailing market prices at the time of resale
_X_ As Principal ___ fixed public offering prices of _______________ % of Principal Amount
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CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following summary of certain United States federal income tax
consequences with respect to the particular Notes offered hereby supplements,
and to the extent inconsistent therewith replaces, the general summary of
federal tax consequences with respect to the Notes set forth in the
accompanying Prospectus Supplement, to which reference is hereby made. The
following summary of certain United States federal income tax consequences to
United States holders of the purchase, ownership and disposition of the Notes
is based on laws, regulations, rulings and decisions now in effect, all of
which are subject to change. It deals only with Notes held as capital assets
and does not deal with persons in special tax situations, such as financial
institutions, insurance companies, dealers in securities or currencies, persons
holding Notes as a hedge against currency risks or as a position in a
"straddle" for tax purposes, or persons whose functional currency is not the
U.S. dollar. It also does not deal with holders other than original purchasers
of Notes. Persons considering the purchase of the Notes should consult their
tax advisors concerning the application of United States federal income tax
laws to them of an investment in Notes, as well as any consequences arising
under the laws of any other taxing jurisdiction.
As discussed below, the Notes should not be treated as having been
issued with original issue discount ("OID"). Accordingly, payments of stated
interest on the Notes, including any increase in the stated interest, should be
taxable to holders as ordinary interest income at the time such payments are
accrued or are received (in accordance with the holder's method of accounting).
Under Sections 1271 through 1275 of the Internal Revenue Code of 1986,
as amended, and the Treasury Regulations adopted on January 27, 1994 (the "OID
Regulations"), a debt instrument is considered to be issued with OID if its
"stated redemption price at maturity" exceeds its "issue price" by more than a
de minimis amount. Holders of debt instruments issued with OID
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generally must include the discount in income in advance of the receipt of cash
payments attributable to the income. The issue price of the Notes initially
will be the initial price at which a substantial portion of the Notes are sold
(not including sales to bond houses, brokers or similar persons acting in the
capacity of underwriters or wholesalers). The "stated redemption price at
maturity" of a debt instrument equals all amounts payable with respect to the
debt instrument, other than payments of "qualified stated interest" (i.e.,
interest unconditionally payable at least annually at a single fixed rate).
The Notes are callable at the option of the Company on each interest
payment date commencing February 14, 1995. The OID Regulations provide that a
call option will be deemed exercised solely for purposes of the accrual of OID
if exercise of the call would minimize the yield on the debt instrument. If
the debt instrument is not in fact called, a new debt instrument is deemed
issued for an issue price equal to the presumptively redeemed debt instrument's
issue price (plus any prior accruals of OID). Since the interest rate on the
Notes increases every year, for purposes of determining the accrual, if any, of
OID, the call option should be presumed exercised on each call date on which an
increase in interest rate takes effect. The Notes accordingly should be
treated as a series of one-year debt instruments, each of which has a stated
redemption price at a maturity equal to the principal amount of the Notes, and
the Notes should not be treated as having OID regardless of their increasing
interest rate.
Holders of Notes should be aware that the OID Regulations provide that
the presumption which deems a call option as exercised does not apply for
purposes of treating a debt instrument as a short-term obligation to which the
acquisition discount rules and other provisions, such as those limiting
interest deductions on borrowings made to invest in short-term obligations,
could apply. However, the OID Regulations also grant the Commissioner
authority to depart from the OID Regulations in order to avoid an unreasonable
result. For example, the OID Regulations provide that if a principal purpose
of including an early call option that is not expected to be exercised by the
issuer in the terms of a current-pay, increasing-rate note is to protect the
holder from tax-
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able income in excess of the interest payments by virtue of the deemed exercise
rules and if the effect would be to substantially reduce the present value of a
holder's tax liability arising from the note, the Commissioner can apply the
OID Regulations (in whole or in part) without regard to the deemed exercise
rule discussed in the preceding paragraph. The Company intends to treat the
deemed exercise rules as applicable to the Notes and does not expect to report
any OID with respect to the Notes. Holders are urged to consult their own tax
advisors concerning the application of the OID Regulations to the Notes.
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