<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 1995
REGISTRATION NO. 33-60071
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------------------
SARA LEE CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
MARYLAND THREE FIRST NATIONAL PLAZA 36-2089049
(STATE OF SUITE 4600 (I.R.S. EMPLOYER
INCORPORATION) CHICAGO, ILLINOIS 60602-4260 IDENTIFICATION NUMBER)
(312) 726-2600
</TABLE>
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
JANET L. KELLY, ESQ.
SENIOR VICE PRESIDENT,
SECRETARY AND GENERAL COUNSEL
SARA LEE CORPORATION
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, ILLINOIS 60602-4260
(312) 726-2600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement as
determined in light of market conditions.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.
SUBJECT TO COMPLETION, DATED JULY 13, 1995
PROSPECTUS
SARA LEE CORPORATION
$500,000,000
DEBT SECURITIES, DEBT WARRANTS, COMMON STOCK,
STOCK WARRANTS, PREFERRED STOCK AND CURRENCY WARRANTS
-------------------------
Sara Lee Corporation (the "Company") may offer from time to time (i) debt
securities (the "Debt Securities"), (ii) warrants to purchase Debt Securities
(the "Debt Warrants"), (iii) shares of its common stock, par value $1.33 1/3 per
share (the "Common Stock"), (iv) warrants to purchase shares of its Common Stock
(the "Stock Warrants"), (v) shares of its preferred stock, no par value per
share (the "Preferred Stock"), and (vi) warrants to receive from the Company the
cash value in U.S. dollars of the right to purchase ("Currency Call Warrants")
or to sell ("Currency Put Warrants," and, together with the Currency Call
Warrants, the "Currency Warrants") such foreign currency or currency units as
shall be designated by the Company at the time of the offering. The Debt
Securities, Debt Warrants, Common Stock, Stock Warrants, Preferred Stock and
Currency Warrants (collectively, the "Securities"), may be offered either
together or separately and will be offered in amounts, at prices and on terms to
be determined at the time of offering. The Securities offered pursuant to this
Prospectus may be issued in one or more series or issuances and will be limited
to $500,000,000 aggregate public offering price (or the equivalent in foreign
currency or currency units).
Certain specific terms of the particular Securities in respect of which
this Prospectus is being delivered (the "Offered Securities") are set forth in
the accompanying Prospectus Supplement (the "Prospectus Supplement"), including,
where applicable, the initial public offering price of the Securities, the
listing on any securities exchange, other special terms, and (i) in the case of
Debt Securities, the specific designation, aggregate principal amount, the
denomination, maturity, premium, if any, the rate (which may be fixed or
variable), time and method of calculating payment of interest, if any, the place
or places where principal of, premium, if any, and interest, if any, on such
Debt Securities will be payable, the currency in which principal of, premium, if
any, and interest, if any, on such Debt Securities will be payable, any terms of
redemption at the option of the Company or the holder, any sinking fund
provisions and any terms for conversion into Common Stock, (ii) in the case of
Debt Warrants and Stock Warrants, the Debt Securities and Common Stock,
respectively, for which each such Warrant is exercisable, the exercise price,
duration, detachability, and call provisions, (iii) in the case of Preferred
Stock, the specific title and stated value, any dividend, liquidation,
redemption, voting and other rights and any terms for exchange for Debt
Securities or conversion into Common Stock, and (iv) in the case of Currency
Warrants, the base foreign currency or currency units, the formula for
determining the cash settlement value, if any, the procedures and conditions
relating to exercise and any circumstances under which there will be deemed to
be an automatic exercise. If so specified in the applicable Prospectus
Supplement, Offered Securities may be issued in whole or in part in the form of
one or more temporary or permanent global securities.
-------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------
The Company may sell the Securities to or through underwriters or dealers,
and also may sell Securities directly to other purchasers or through agents. See
"Plan of Distribution." The Prospectus Supplement sets forth the names of any
underwriters, dealers or agents involved in the sale of the Offered Securities
in respect of which this Prospectus is being delivered and any applicable fee,
commission or discount arrangement with them.
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
-------------------------
The date of this Prospectus is July , 1995.
<PAGE> 3
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS OR THE PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR BY ANY UNDERWRITER, AGENT OR DEALER. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR THE PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR
THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF OR
THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AT ANY TIME
SUBSEQUENT TO THE DATE HEREOF OR THEREOF. THIS PROSPECTUS AND THE PROSPECTUS
SUPPLEMENT DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
and at the following regional offices of the Commission: Seven World Trade
Center, 13th Floor, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Chicago, Illinois 60661. Copies of such materials may be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. Such documents may
also be inspected at the offices of The New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005; the Chicago Stock Exchange, Incorporated, 440
South LaSalle Street, Chicago, Illinois 60605; and The Pacific Stock Exchange,
Incorporated, 301 Pine Street, San Francisco, California 94104.
2
<PAGE> 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission pursuant to the
Exchange Act and are incorporated by reference into this Prospectus and made a
part hereof:
(i) the Company's Annual Report on Form 10-K for the fiscal year ended
July 2, 1994;
(ii) the Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended October 1, 1994, December 31, 1994 and April 1, 1995,
respectively; and
(iii) Registration Statement No. 33-18488 filed with the Commission on
November 12, 1987, and Registration Statement on Form 8-A (File No.
1-3344) filed with the Commission on May 11, 1988 (as amended by
Form 8 thereto filed with the Commission on November 15, 1989), as
to the description of the Common Stock of the Company only.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus or any Prospectus Supplement and
to be a part hereof and thereof from the respective dates of filing of such
documents; provided, however, that the Report of the Compensation Committee and
Employee Benefits Committee on Executive Compensation and the Performance Graph
contained in any Proxy Statement of the Company shall not be so deemed
incorporated by reference. Any statement contained in a document incorporated or
deemed incorporated by reference in this Prospectus or any Prospectus Supplement
shall be deemed to be modified or superseded for purposes of this Prospectus or
such Prospectus Supplement to the extent that a statement contained herein,
therein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference in this Prospectus or in such Prospectus
Supplement, modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus or any Prospectus Supplement.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the foregoing documents incorporated herein by reference (other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
into such documents). Requests for such documents should be directed to Sara Lee
Corporation, Three First National Plaza, Chicago, Illinois 60602-4260,
Attention: Corporate Secretary (telephone (312) 726-2600).
3
<PAGE> 5
THE COMPANY
The Company was founded in 1939 and is incorporated under the laws of the
state of Maryland. The Company is an international manufacturer and marketer of
food and consumer packaged goods. The Company's products and services include
frozen baked goods; processed meats; coffee and tea; beverage systems; food and
non-food products distributed to the foodservice industry; hosiery, underwear,
activewear, and other apparel and accessory items; and personal, household and
shoe care products. The principal executive offices of the Company are located
at Three First National Plaza, Chicago, Illinois 60602-4260, telephone number
(312) 726-2600.
USE OF PROCEEDS
Unless otherwise indicated in an accompanying Prospectus Supplement, the
net proceeds to be received by the Company from the sale of the Securities will
be available for general corporate purposes of the Company and may be used for
repayment of short-term debt, future acquisitions, capital expenditures and
working capital.
RISK FACTORS RELATING TO CURRENCIES AND CURRENCY WARRANTS
Debt Securities and Debt Warrants denominated or payable in foreign
currencies and Currency Warrants may entail significant risks. These risks
include, without limitation, the possibility of significant fluctuations in
foreign currency exchange rates. These risks may vary depending upon the
currency or currencies involved, and in the case of any Currency Warrants, the
particular form of such Currency Warrants. These risks will be more fully
described in the Prospectus Supplement relating thereto.
RATIOS
The following table sets forth the consolidated ratios of earnings to fixed
charges and ratios of earnings to fixed charges and preferred stock dividends
for the periods indicated. Fixed charges consist of interest expense,
amortization of deferred debt charges and the portion of rent expense
representative of interest costs.
<TABLE>
<CAPTION>
FISCAL YEAR ENDED(1) NINE MONTHS ENDED
-------------------------------------- -----------------------------
1990 1991 1992(2) 1993 1994(3) APRIL 2, 1994 APRIL 1, 1995
---- ---- ------- ---- ------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges........... 3.4 3.8 5.8 5.7 2.5 5.4 4.8
Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends.................. 2.9 3.2 4.9 4.8 2.2 4.7 4.2
</TABLE>
- -------------------------
(1) The Company's fiscal year ends on the Saturday nearest June 30.
(2) During the first quarter of fiscal 1992, the Company sold its
over-the-counter pharmaceutical business for a pre-tax gain of $412
million. During the same quarter, the board of directors approved a series
of plans to restructure principally the U.S. food operations. The
restructuring included the sale of assets and reconfiguration of
facilities, and certain employee costs. The provision for such
restructuring was $190 million. The above transactions resulted in a net
pre-tax gain of $222 million.
(3) During the fourth quarter of fiscal 1994, the board of directors approved a
series of plans to restructure the Company's businesses designed to
accelerate the achievement of higher returns and lower costs throughout all
four of its lines of business. The restructuring involved a fourth quarter
charge of $732 million before taxes.
4
<PAGE> 6
DESCRIPTION OF DEBT SECURITIES
The Debt Securities may be issued in one or more series under an Indenture,
dated as of October 2, 1990 (the "Indenture"), between the Company and
Continental Bank, N.A., now known as Bank of America Illinois, as Trustee (the
"Trustee"). A copy of the Indenture is filed as an exhibit to the Registration
Statement of which this Prospectus is a part. The following summaries of certain
provisions of the Indenture do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all the provisions of the
Indenture, including the definition therein of certain capitalized terms not
defined herein.
GENERAL
The Indenture does not limit the aggregate principal amount of Debt
Securities which can be issued thereunder and provides that Debt Securities of
any series may be issued thereunder up to the aggregate principal amount which
may be authorized from time to time by the Company. The Indenture does not limit
the aggregate principal amount of other indebtedness or securities which may be
issued by the Company. All Debt Securities will be unsecured and will rank pari
passu with all other unsecured and unsubordinated indebtedness of the Company,
provided that such other unsecured and unsubordinated indebtedness may contain
covenants, events of default and other provisions which are different from or
which are not contained in the Debt Securities.
Reference is made to the Prospectus Supplement for the following terms of
each series of Debt Securities in respect of which this Prospectus is being
delivered: (1) designation and aggregate principal amount and authorized
denominations of such Debt Securities; (2) the purchase price of such Debt
Securities (expressed as a percentage of the principal amount thereof); (3) the
date or dates on which such Debt Securities will mature or the method of
determining such date or dates; (4) the rate or rates (which may be fixed or
variable) at which such Debt Securities will bear interest, if any, or the
method of calculating such rate or rates, and the date, dates, or the method of
determining such date or dates, from which such interest, if any, will accrue;
(5) the date or dates on which any such interest will be payable and the record
date or dates therefore; (6) the currency, currencies or composite currencies
for which such Debt Securities may be purchased and/or in which principal and
interest, premium, and Additional Amounts (as defined below), if any, will or
may be payable; (7) whether such Debt Securities may be issued in temporary or
permanent global form and, if so, the initial Depositary with respect to such
global Debt Security; (8) the person to whom any interest on a Registered
Security is payable, if other than the registered holder thereof, or the manner
in which any interest is payable on a Bearer Security if other than upon
presentation of the coupons pertaining thereto, as the case may be; (9) whether
and under what circumstances the Company will pay additional amounts
("Additional Amounts") in respect of such Debt Securities held by a person who
is not a United States Person (as defined in the Prospectus Supplement, as
applicable) in respect of specified taxes, assessments or other governmental
charges and whether the Company has the option to redeem the affected Debt
Securities rather than pay such Additional Amounts; (10) the terms of any
mandatory or optional redemption (including any sinking fund) and any
remarketing arrangements related thereto; (11) any addition to, or modification
or deletion of, any Event of Default or any covenant specified in the Indenture
with respect to such Debt Securities; (12) if other than the principal amount
thereof, the portion of the principal amount of such Debt Securities which will
be payable upon declaration of the acceleration of the maturity thereof or the
method by which such portion shall be determined; and (13) any other specified
terms of such Debt Securities.
Principal, interest and premium and Additional Amounts, if any, will be
payable in the manner, at the places and subject to the restrictions set forth
in the Indenture, the Debt Securities and the Prospectus Supplement relating
thereto.
Unless otherwise specified in the applicable Prospectus Supplement, Debt
Securities will be issued in fully registered form without coupons. Where Debt
Securities of any series are issued in bearer form, the special restrictions and
considerations, including special offering restrictions and special Federal
income tax considerations, applicable to any such Debt Securities and to payment
on and transfer and exchange of such Debt Securities will be described in the
applicable Prospectus Supplement.
5
<PAGE> 7
Debt Securities may be sold at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate which at the time of
issuance is below market rates. Certain federal income tax consequences and
special considerations applicable to any such Debt Securities will be described
in the applicable Prospectus Supplement.
If the purchase price of any Debt Securities is payable in one or more
foreign currencies or currency units or if any Debt Securities are denominated
in one or more foreign currencies or currency units or if the principal of,
premium, if any, or interest, if any, on any Debt Securities is payable in one
or more foreign currencies or currency units, the restrictions, elections,
certain federal income tax considerations, specific terms and other information
with respect to such issue of Debt Securities and such foreign currency or
currency units will be set forth in the applicable Prospectus Supplement.
Debt Securities may be presented for exchange, and registered Debt
Securities may be presented for transfer, in the manner, at the places and
subject to the restrictions set forth in the Indenture, the Debt Securities and
the Prospectus Supplement relating thereto. Debt Securities in bearer form and
the coupons, if any, appertaining thereto will be transferable by delivery. No
service charge will be made for any transfer or exchange of Debt Securities, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. (Section 2.9)
Unless otherwise indicated in the applicable Prospectus Supplement, the
covenants contained in the Indenture and the Debt Securities would not
necessarily afford holders of the Debt Securities protection in the event of a
highly leveraged or other transaction involving the Company that may adversely
affect holders.
FORM, REGISTRATION, TRANSFER AND EXCHANGE
The Debt Securities of a series may be issued solely as Registered
Securities, solely as Bearer Securities (with or without coupons attached) or as
both Registered Securities and Bearer Securities. Debt Securities of a series
may be issuable in whole or part in the form of one or more global Debt
Securities, as described below under "Global Securities."
Registered Securities of any series will be exchangeable for other
Registered Securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor. In addition, if Debt Securities of
any series are issuable as both Registered Securities and as Bearer Securities,
at the option of the holder, subject to the terms of the Indenture, Bearer
Securities (accompanied by all unmatured coupons, except as provided below, and
all matured coupons in default) of such series will be exchangeable for
Registered Securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor. Unless otherwise indicated in the
applicable Prospectus Supplement, any Bearer Security surrendered in exchange
for a Registered Security between a record date or a special record date for
defaulted interest and the relevant date for payment of interest will be
surrendered without the coupon relating to such date for payment of interest and
interest will not be payable in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the holder of
such coupon when due in accordance with the terms of the Indenture. Bearer
Securities will not be issued in exchange for Registered Securities. (Section
2.9)
Debt Securities may be presented for exchange as provided above, and unless
otherwise indicated in the applicable Prospectus Supplement, Registered
Securities may be presented for registration of transfer (duly endorsed, or
accompanied by a duly executed written instrument of transfer), at the office of
any transfer agent designated by the Company for such purpose with respect to
any series of Debt Securities and referred to in the applicable Prospectus
Supplement, without service charge and upon payment of any taxes and other
governmental charges as described in the Indenture. Such transfer or exchange
will be effected upon such transfer agent being satisfied with the documents of
title and identity of the person making the request. The Company may at any time
rescind the designation of any transfer agent except that the Company will be
required to maintain a transfer agent in New York, New York or Chicago, Illinois
for each series of Debt Securities. The Company may at any time designate
additional transfer agents with respect to any series of Debt Securities.
(Section 3.2)
6
<PAGE> 8
In the event of any redemption of Debt Securities of any series, the
Company will not be required to (i) register the transfer of or exchange Debt
Securities of that series during a period of 15 days next preceding the mailing
of the relevant notice of redemption or the first publication of the relevant
notice of redemption, as the case may be; (ii) register the transfer of or
exchange any Registered Security, or portion thereof, called for redemption,
except the unredeemed portion of any Registered Security being redeemed in part;
or (iii) exchange any Bearer Security called for redemption, except to exchange
such Bearer Security for a Registered Security of that series and of like tenor
and principal amount that is immediately surrendered for redemption. (Section
2.9)
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of principal of and interest, if any, on Registered Securities will be made at
the office of such paying agent or paying agents as the Company may designate
from time to time, except that at the option of the Company payment of any
interest may be made (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Debt Security register or (ii) by
wire transfer to an account maintained by the Person entitled thereto as
specified in the Debt Security register. Unless otherwise indicated in an
applicable Prospectus Supplement, payment of any installment of interest on
Registered Securities will be made to the Person in whose name such Registered
Security is registered at the close of business on the record date for such
interest.
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of principal of and interest, if any, on Bearer Securities will be payable,
subject to any applicable laws and regulations, at the offices of such paying
agents outside the United States as the Company may designate from time to time,
or by check or by transfer to an account maintained by the payee outside the
United States. Unless otherwise indicated in the applicable Prospectus
Supplement, any payment of interest on any Bearer Securities will be made only
against surrender of the coupon relating to such interest installment.
Any paying agents in or outside the United States initially designated by
the Company for the Debt Securities will be named in the applicable Prospectus
Supplement. The Company may at any time designate additional paying agents or
rescind the designation of any paying agent except that, if Debt Securities of a
series are issuable only as Registered Securities, the Company will be required
to maintain a paying agent in New York, New York or Chicago, Illinois for such
series and, if Debt Securities of a series are issuable as Bearer Securities,
the Company will be required to maintain (i) a paying agent in New York, New
York, or Chicago, Illinois, for payments with respect to any Registered
Securities of the series (and for payments with respect to Bearer Securities of
the series in the circumstances described in the Indenture, but not otherwise),
and (ii) a paying agent in a city located outside the United States where Debt
Securities of such series and any related coupons may be presented and
surrendered for payment (including any city in which such agency is required to
be maintained under the rules of any stock exchange on which the Debt Securities
of such series are listed). (Section 3.2)
All monies paid by the Company to a paying agent for the payment of
principal of or interest, if any, on any Debt Security which remain unclaimed at
the end of two years after such principal or interest shall have become due and
payable will be repaid to the Company and the holder of such Debt Security or
any coupon will thereafter look only to the Company for payment thereof.
(Section 10.5)
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in global
form. A Debt Security in global form will be deposited with, or on behalf of, a
Depositary, which will be identified in the applicable Prospectus Supplement. A
global Debt Security may be issued in either registered or bearer form and in
either temporary or permanent form. A Debt Security in global form may not be
transferred except as a whole by the Depositary for such Debt Security to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee
to a successor of such Depositary or a nominee of such successor. If any Debt
Securities of a series are issuable in global form, the applicable Prospectus
Supplement will describe the circumstances, if any, under which
7
<PAGE> 9
beneficial owners of interests in any such global Debt Security may exchange
such interests for definitive Debt Securities of such series and of like tenor
and principal amount in any authorized form and denomination, the manner of
payment of principal of and interest, if any, on any such global Debt Security
and the specific terms of the depositary arrangement with respect to any such
global Debt Security. (Sections 2.2 and 2.9)
CERTAIN COVENANTS OF THE COMPANY
Restrictions on Secured Debt. Unless otherwise provided in the Prospectus
Supplement with respect to any series of the Debt Securities, if the Company or
any Domestic Subsidiary (as defined below) shall incur, assume or guarantee any
indebtedness for borrowed money secured by a mortgage, pledge or other lien on
any Principal Domestic Property (as defined below) or on any shares of stock or
debt of any Domestic Subsidiary, the Company shall secure, or cause such
Domestic Subsidiary to secure, the Debt Securities equally and ratably, with (or
prior to) such indebtedness, unless after giving effect thereto the aggregate
amount of all such indebtedness so secured, together with all Attributable Debt
(as defined below) in respect of sale and leaseback transactions involving
Principal Domestic Properties, would not exceed 10% of the Consolidated
Stockholders' Equity (as defined below) of the Company. This restriction will
not apply to, and there shall be excluded in computing secured indebtedness for
the purpose of such restriction, indebtedness secured by (a) mortgages on
property of, or on any shares of stock or debt of, any corporation existing at
the time such corporation is merged or consolidated with the Company or a
Domestic Subsidiary or at the time of a sale, lease or other disposition of the
properties of such corporation (or a division thereof) as an entirety or
substantially as an entirety to the Company or a Domestic Subsidiary or at the
time such corporation becomes a Domestic Subsidiary, (b) mortgages securing
indebtedness of a Domestic Subsidiary to the Company or to another Domestic
Subsidiary, (c) mortgages in favor of U.S. governmental bodies to secure
partial, progress, advance or other payments, (d) mortgages on property, shares
of stock or debt existing at the time of acquisition thereof (including
acquisition through merger or consolidation), purchase money mortgages and
construction cost mortgages, (e) mortgages existing on the first date on which a
Debt Security is authenticated by the Trustee and (f) any extension, renewal or
refunding of any mortgage referred to in the foregoing clauses (a) through (e),
inclusive. (Section 3.6)
The term "Subsidiary" of the Company means a corporation a majority of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company and/or one or more subsidiaries of the Company. The term "Domestic
Subsidiary" means a Subsidiary of the Company except a Subsidiary which neither
transacts any substantial portion of its business nor regularly maintains any
substantial portion of its fixed assets within the United States or which is
engaged primarily in financing the operations of the Company and its
Subsidiaries. The term "Principal Domestic Property" means any facility
(together with the land on which it is erected and fixtures comprising a part
thereof) used primarily for manufacturing, processing, or distribution, located
in the United States, owned or leased by the Company or a Subsidiary of the
Company and having a gross book value in excess of 1% of Consolidated
Stockholders' Equity, other than any such facility or portion thereof which, in
the opinion of the Board of Directors of the Company, is not of material
importance to the total business conducted by the Company and its Subsidiaries
as an entirety. The term "Consolidated Stockholders' Equity" means common and
preferred stockholders' equity and minority interests as shown on the
consolidated balance sheet of the Company and its Subsidiaries contained in the
latest quarterly or annual report to the stockholders of the Company prepared in
accordance with generally accepted accounting principles. The term "Attributable
Debt" means the present value (discounted at the applicable rate per annum
compounded annually) of the obligations for rental payments required to be paid
during the remaining terms of any lease. The applicable rate is equal to the
yield to maturity of the U.S. Treasury constant maturity which most closely
approximates the weighted average of the remaining terms of all leases, plus
1.5%.
Restrictions on Sales and Leasebacks. Unless otherwise provided in the
Prospectus Supplement with respect to any series of the Debt Securities, neither
the Company nor any Domestic Subsidiary may enter into any sale and leaseback
transaction involving any Principal Domestic Property, the completion of
construction and commencement of full operation of which has occurred more than
120 days prior thereto, unless (a) the Company or such Domestic Subsidiary could
incur a mortgage on such property under the restrictions described above under
"Restrictions on Secured Debt" in an amount equal to the Attributable Debt with
respect to the sale and leaseback transaction without equally ratably securing
the Debt Securities or (b) the
8
<PAGE> 10
Company, within 120 days, applies to the retirement of its funded debt (defined
as indebtedness for borrowed money having a maturity of, or by its terms
extendible or renewable for, a period of more than 12 months after the date of
determination of the amount thereof) an amount not less than the greater of (i)
the net proceeds of the sale of the Principal Domestic Property leased pursuant
to such arrangement or (ii) the fair value of the Principal Domestic Property so
leased (subject to credits for certain voluntary retirements of funded debt).
This restriction will not apply to any sale and leaseback transaction (a)
between the Company and a Domestic Subsidiary or between Domestic Subsidiaries
or (b) involving the taking back of a lease for a period of less than five
years. (Section 3.7)
EVENTS OF DEFAULT
As to any series of Debt Securities, an Event of Default is defined in the
Indenture as being: (a) default for 30 days in payment of any interest or
Additional Amounts on the Debt Securities of such series; (b) default in payment
of principal or premium, if any, on the Debt Securities of such series when due
either at maturity, upon redemption, by declaration or otherwise (except a
failure to make payment resulting from mistake, oversight or transfer
difficulties not continuing for more than 3 Business Days beyond the date on
which such payment is due); (c) default in payment of any sinking fund
installment when due and payable (except a failure to make payment resulting
from mistake, oversight or transfer difficulties not continuing for more than 3
Business Days beyond the date on which such payment is due); (d) default by the
Company in the performance of any other covenant or warranty contained in the
Debt Securities of such series or in the Indenture for the benefit of such
series for a period of 90 days after notice thereof; or (e) certain events in
bankruptcy or insolvency of the Company. (Section 5.1)
The Indenture provides that (1) if an Event of Default described in clause
(a), (b), (c) or, in the event of a default with respect to less than all
outstanding series, (d) above shall have occurred and be continuing with respect
to one or more series, either the Trustee or the holders of 25 percent in
principal amount of the Debt Securities of such series then outstanding (each
such series voting as a separate class) may declare the principal (or, in the
case of original issue discount Debt Securities, the portion thereof specified
in the terms thereof) of all outstanding Debt Securities of such series and the
interest accrued thereon and Additional Amounts payable in respect thereof, if
any, to be due and payable immediately and (2) if an Event of Default described
in clause (d) (in the event of a default with respect to all outstanding series)
or (e) above shall have occurred and be continuing, either the Trustee or the
holders of 25 percent in principal amount of all Debt Securities then
outstanding (voting as one class) may declare the principal (or, in the case of
original issue discount Debt Securities, the portion of the principal amount
thereof specified in the terms thereof) of all Debt Securities then outstanding
and the interest accrued thereon and Additional Amounts payable in respect
thereof, if any, to be due and payable immediately, but upon certain conditions
such declarations may be annulled and past defaults (except for defaults in the
payment of principal of, or premium, interest or Additional Amounts, if any, on
such Debt Securities) may be waived by the holders of a majority in principal
amount of the Debt Securities of such series (or of all series, as the case may
be) then outstanding. (Sections 5.1 and 5.10)
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than 50% in principal amount of the
Debt Securities at the time outstanding in each series affected by such
modifications, to modify the Indenture or any supplemental indenture or the
rights of the holders of such Debt Securities; provided that no such
modification shall (i) extend the final maturity of any Debt Security, or reduce
the principal amount thereof or any premium thereon, or reduce the rate or
extend the time of payment of any interest or Additional Amounts thereon, or
reduce any amount payable upon redemption thereof, or reduce the portion of the
principal amount of an original issue discount Debt Security due and payable
upon acceleration of the maturity thereof or the portion of the principal amount
thereof provable in bankruptcy or impair or affect the right of a holder to
institute suit for the payment thereof or the right of repayment, if any, at the
option of the holder of a Debt Security, or make the principal of, or interest,
premium or Additional Amounts, if any, on, any Debt Security payable in any
coin, currency or currency unit other than that provided in such Debt Security,
without the consent of the holder of each Debt Security so
9
<PAGE> 11
affected, or (ii) reduce the aforesaid percentage of Debt Securities of any
series, the consent of the holders of which is required for any such
modification, without the consent of the holder of each Debt Security so
affected. (Section 8.2)
The Indenture also permits the Company and the Trustee to amend the
Indenture in certain circumstances without the consent of the holders of Debt
Securities to evidence the merger of the Company or the replacement of the
Trustee and for certain other purposes. (Section 8.1)
DEFEASANCE
Unless otherwise specified in an applicable Prospectus Supplement, if the
Company deposits or causes to be deposited with the Trustee as trust funds in
trust an amount in money or the equivalent in securities of the government which
issued the currency in which the Debt Securities are denominated or government
agencies backed by the full faith and credit of such government sufficient to
pay the principal of, and premium, interest and Additional Amounts, if any, on
an outstanding series of Debt Securities on the dates which such payments are
due (which includes optional and mandatory redemption dates, but not dates upon
which a payment is due by reason of acceleration), then the Indenture will cease
to be of further effect with respect to such series (except for certain
obligations to register the transfer of or exchange Debt Securities, replace
stolen, lost or mutilated Debt Securities, maintain paying agencies and hold
monies for payment in trust and except for the Company's obligations to
compensate, reimburse and indemnify the Trustee pursuant to the Indenture with
respect to such series), and the Company will be deemed to have satisfied and
discharged the Indenture with respect to such series (Section 10.1). In the
event of any such defeasance, holders of such Debt Securities would be able to
look only to such trust fund for payment of principal of, and premium, interest
and Additional Amounts, if any, on their Debt Securities until maturity.
Such defeasance could be treated as a redemption of the Debt Securities of
that series prior to maturity in exchange for the property deposited in trust.
In such event, each holder would generally recognize, at the time of defeasance,
gain or loss measured by the difference between the amount of any cash and the
fair market value of any property deemed received and the holder's tax basis in
the Debt Securities deemed surrendered. Thereafter, each holder would be treated
as if it held an undivided interest in the cash and the property held in trust.
Each holder would generally be subject to tax liability in respect of interest
income and would recognize any gain or loss upon any disposition, including
redemption, of the assets held in trust. Although tax might be owed, the holder
of a defeased Debt Security would not receive cash (except for current payments
of interest on the Debt Securities) until the maturity or earlier redemption of
the Debt Securities. Such tax treatment could affect the purchase price that a
holder would receive upon the sale of the Debt Securities.
CONCERNING THE TRUSTEE
Bank of America Illinois is depositary for funds of, provides a bank line
of credit to, and performs other services for, the Company and its Subsidiaries
in the normal course of business.
DESCRIPTION OF DEBT WARRANTS
The Company may issue, together with other Securities or separately, Debt
Warrants for the purchase of Debt Securities. The Debt Warrants are to be issued
under Debt Warrant Agreements (each a "Debt Warrant Agreement") to be entered
into between the Company and a bank or trust company, as Debt Warrant Agent (the
"Debt Warrant Agent"), all as set forth in the Prospectus Supplement relating to
Debt Warrants in respect of which this Prospectus is being delivered. A copy of
the form of Debt Warrant Agreement, including the form of Warrant Certificates
representing the Debt Warrants (the "Debt Warrant Certificates"), reflecting the
alternative provisions to be included in the Debt Warrant Agreements that will
be entered into with respect to particular offerings of Debt Warrants, is filed
as an exhibit to the Registration Statement. The following summaries of certain
provisions of the Debt Warrant Agreement and the Debt Warrant Certificates do
not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all the provisions of the Debt Warrant Agreement and
the Debt Warrant Certificates, respectively, including the definitions therein
of certain capitalized terms not defined herein.
10
<PAGE> 12
GENERAL
Reference is made to the Prospectus Supplement for the terms of Debt
Warrants in respect of which this Prospectus is being delivered, the Debt
Warrant Agreement relating to such Debt Warrants and the Debt Warrant
Certificates representing such Debt Warrants, including the following: (1) the
designation, aggregate principal amount and terms of the Debt Securities
purchasable upon exercise of such Debt Warrants and the procedures and
conditions relating to the exercise of such Debt Warrants; (2) the designation
and terms of any related Debt Securities with which such Debt Warrants are
issued and the number of such Debt Warrants issued with each such Debt Security;
(3) the date, if any, on and after which such Debt Warrants and the related Debt
Securities will be separately transferable; (4) the principal amount of Debt
Securities purchasable upon exercise of each Debt Warrant and the price at which
such principal amount of Debt Securities may be purchased upon such exercise;
(5) the date on which the right to exercise such Debt Warrants shall commence
and the date on which such right shall expire (the "Expiration Date"); (6) if
the Debt Securities purchasable upon exercise of such Debt Warrants are original
issue discount Debt Securities, a discussion of federal income tax
considerations applicable thereto; and (7) whether the Debt Warrants represented
by the Debt Warrant Certificates will be issued in registered or bearer form,
and, if registered, where they may be transferred and registered.
Debt Warrant Certificates will be exchangeable for new Debt Warrant
Certificates of different denominations and Debt Warrants may be exercised at
the corporate trust office of the Debt Warrant Agent or any other office
indicated in the Prospectus Supplement. Prior to the exercise of their Debt
Warrants, holders of Debt Warrants will not have any of the rights of holders of
the Debt Securities purchasable upon such exercise and will not be entitled to
payments of principal of (and premium, if any) or interest, if any, on the Debt
Securities purchasable upon such exercise.
EXERCISE OF DEBT WARRANTS
Each Debt Warrant will entitle the holder to purchase for cash such
principal amount of Debt Securities at such exercise price as shall in each case
be set forth in, or be determinable as set forth in, the Prospectus Supplement
relating to the Debt Warrants offered thereby. Debt Warrants may be exercised at
any time up to the close of business on the Expiration Date set forth in the
applicable Prospectus Supplement. After the close of business on the Expiration
Date, unexercised Debt Warrants will become void.
Debt Warrants may be exercised as set forth in the Prospectus Supplement
relating to the Debt Warrants in respect of which this Prospectus is being
delivered. Upon receipt of payment and the Debt Warrant Certificate properly
completed and duly executed at the corporate trust office of the Debt Warrant
Agent or any other office indicated in the Prospectus Supplement, the Company
will, as soon as practicable, forward the Debt Securities purchasable upon such
exercise. If less than all of the Debt Warrants represented by such Debt Warrant
Certificate are exercised, a new Debt Warrant Certificate will be issued for the
remaining amount of Debt Warrants.
DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK
The Company may issue, separately or together with or upon the conversion
of or exchange for other Securities, Common Stock and Preferred Stock, all as
set forth in the accompanying Prospectus Supplement relating to the Common Stock
or Preferred Stock in respect of which this Prospectus is being delivered. The
following summaries do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, the following documents: (i) the
Company's Articles of Restatement of Charter, as supplemented to date (the
"Articles"), (ii) the Company's By-Laws, as amended to date (the "By-Laws"),
(iii) the Rights Agreement, as amended, between the Company and First National
Bank of Chicago, as Rights Agent (the "Rights Agreement"), pursuant to which
shares of Series A Junior Participating Preferred Stock are issuable ("Junior
Participating Preferred Stock") and (iv) in the case of Preferred Stock, the
Articles Supplementary relating to such Preferred Stock. A copy of each of the
Articles, By-Laws and Rights Agreement is filed, and in the case of an offering
of Preferred Stock, the Articles Supplementary relating to such series of
Preferred Stock will be filed, as an exhibit to the Registration Statement.
11
<PAGE> 13
The authorized capital stock of the Company consists of (i) 600,000,000
shares of Common Stock, par value $1.33 1/3 per share, of which as of April 1,
1995, approximately 479,642,196 shares were outstanding, (ii) 1,500,000 shares
of Convertible Adjustable Preferred Stock, without par value (the "CAPS"), of
which as of April 1, 1995, no shares were outstanding, and (iii) 12,000,000
shares of Unclassified Preferred Stock, of which as of April 1, 1995, (a)
3,000,000 shares were classified as Junior Participating Preferred Stock, none
of which were outstanding, (b) 4,637,036.9 shares were classified as Series A
ESOP Convertible Preferred Stock (the "ESOP Preferred"), 4,637,036.9 shares of
which were outstanding, (c) 3,000 shares were classified as Auction Preferred
Stock (the "APS"), 3,000 shares of which were outstanding, and (d) 4,359,963.1
shares remained unclassified.
COMMON STOCK
General. Holders of shares of Common Stock are entitled to receive
dividends when, as and if declared by the Board of Directors out of funds
legally available therefore, subject to the rights of holders of any outstanding
shares of Preferred Stock. In the event of any liquidation, dissolution or
winding up of the Company, holders of shares of Common Stock are entitled to
receive ratably all assets of the Company remaining after satisfaction of all
preferences of any outstanding Preferred Stock and all other liabilities.
Holders of Common Stock are entitled to one vote per share in the election
of directors and on any question arising at any stockholders' meeting. Holders
of Common Stock vote as a single class, provided that the ESOP Preferred does
vote, and certain other series of Preferred Stock may vote, together with the
Common Stock as a single class, and provided further that under certain
circumstances as provided by law, the Articles or the applicable Articles
Supplementary, certain series of Preferred Stock may vote as a separate class or
classes. The Common Stock does not have cumulative voting rights, and no holder
of Common Stock, solely by virtue of such holdings, has or will have, any
pre-emptive right to subscribe for or purchase any shares of any class of stock
which is now or may hereafter be authorized or issued. All of the outstanding
shares of Common Stock of the Company are fully paid and non-assessable.
Preferred Stock Purchase Rights. One-fourth of a Preferred Stock Purchase
Right (a "Right") is associated and trades with each outstanding share of Common
Stock. As long as the Rights are associated with the Common Stock, each new
share of Common Stock issued by the Company, including any shares of Common
Stock offered hereby, will include one-fourth of a Right (subject to
adjustment). Upon the occurrence of certain events, each Right will entitle its
holder to purchase one one-hundredth of a share of Junior Participating
Preferred Stock for $140 (subject to antidilution provisions). The Rights will
become exercisable ten days after any person or group announces its beneficial
ownership of 20% or more of the Common Stock, or ten business days after a
person or group announces an offer for 25% or more of the Common Stock. If the
Rights become exercisable, each Right will entitle its holder (except the
acquiring party) to buy Common Stock of the Company having a market value of two
times the exercise price of the Right. If after the Rights become exercisable
the Company is involved in a merger or sells more than 50% of its assets, each
Right will entitle its holder to buy common stock of the surviving entity having
a market value of two times the exercise price of the Right. The Company has the
right to redeem the Rights for $.01 per Right prior to the time that they become
exercisable. The Rights expire on May 31, 1998.
PREFERRED STOCK
General. Under the Company's Articles, the Board of Directors is authorized
to issue from time to time up to 1,500,000 shares of CAPS and 12,000,000 shares
of Unclassified Preferred Stock. Of such Unclassified Preferred Stock, 3,000,000
shares, approximately 4,637,036.9 shares and 3,000 shares are currently
classified as Junior Participating Preferred Stock, ESOP Preferred and APS,
respectively. The remaining approximately 4,359,963.1 shares of Unclassified
Preferred Stock may be classified and issued by the Company on such terms as the
Board of Directors or a duly authorized committee thereof may determine, all
without further action of the Company's stockholders, including the holders of
outstanding Preferred Stock. Reference is made to the applicable Prospectus
Supplement for the terms of any series of Preferred Stock and the Articles
Supplementary establishing such series of Preferred Stock in respect of which
this Prospectus is being
12
<PAGE> 14
delivered, including the specific title and stated value, dividend, liquidation,
redemption, voting and other rights with respect to such series of Preferred
Stock.
No holder of Preferred Stock, solely by virtue of such holdings, has or
will have any pre-emptive right to subscribe for or purchase any shares of any
class of stock which is now or may hereafter be authorized or issued. All of the
outstanding shares of Preferred Stock of the Company are fully paid and
non-assessable.
Liquidation Preference. Unless otherwise specified in the applicable
Prospectus Supplement, upon any liquidation, dissolution or winding up of the
Company whether voluntary or involuntary, the holders of any series of Preferred
Stock in respect of which this Prospectus is being delivered will have
preference and priority over the Common Stock and any other class of stock or
series of a class of stock of the Company ranking on liquidation junior to such
series of Preferred Stock, for payment out of the assets of the Company or
proceeds thereof, whether from capital or surplus, in the amount set forth in
the applicable Prospectus Supplement. After such payment, the holders of such
series of Preferred Stock will be entitled to no other payments. If, in the case
of any such liquidation, dissolution or winding up of the Company the assets of
the Company or proceeds thereof shall be insufficient to make the full
liquidation payment in respect of such series of Preferred Stock and liquidating
payments on any other series of Preferred Stock ranking as to liquidation on a
parity with such series, then those assets and proceeds will be distributed
among the holders of such series of Preferred Stock and any such other series of
Preferred Stock ratably in accordance with the respective amounts which would be
payable on such shares of such series of Preferred Stock and such other series
of Preferred Stock if all amounts thereon were paid in full. A sale of all or
substantially all of the Company's assets or a consolidation or merger of the
Company with one or more corporations shall not be deemed to be a liquidation,
dissolution or winding up of the Company.
Ranking. Unless otherwise specified in the applicable Prospectus
Supplement, the series of Preferred Stock in respect of which this Prospectus is
being delivered will rank as to dividends and upon liquidation on a parity with
the CAPS and APS, and senior to the ESOP Preferred Stock and the Junior
Participating Preferred Stock.
DESCRIPTION OF STOCK WARRANTS
The Company may issue, together with other securities or separately, Stock
Warrants for the purchase of Common Stock. The Stock Warrants are to be issued
under Stock Warrant Agreements (each a "Stock Warrant Agreement") to be entered
into between the Company and a bank or trust company, as Stock Warrant Agent
(the "Stock Warrant Agent"), all as set forth in the Prospectus Supplement
relating to Stock Warrants in respect of which this Prospectus is being
delivered. A copy of the form of Stock Warrant Agreement, including the form of
Warrant Certificates representing the Stock Warrants (the "Stock Warrant
Certificates") reflecting the provisions to be included in the Stock Warrant
Agreements that will be entered into with respect to particular offerings of
Stock Warrants, is filed as an exhibit to the Registration Statement. The
following summaries of certain provisions of the Stock Warrant Agreement and the
Stock Warrant Certificates do not purport to be complete and are subject to, and
are qualified in their entirety by reference to, all the provisions of the Stock
Warrant Agreement and the Stock Warrant Certificates, respectively, including
the definitions therein of certain capitalized terms not defined herein.
GENERAL
Reference is made to the Prospectus Supplement for the terms of Stock
Warrants in respect of which this Prospectus is being delivered, the Stock
Warrant Agreement relating to such Stock Warrants and the Stock Warrant
Certificates representing such Stock Warrants, including the following: (1) the
offering price of such Stock Warrants, if any; (2) the procedures and conditions
relating to the exercise of such Stock Warrants; (3) the number of shares of
Common Stock purchasable upon exercise of each Stock Warrant and the initial
price at which such shares may be purchased upon exercise; (4) the date on which
the right to exercise such Stock Warrants shall commence and the date on which
such right shall expire (the "Expiration Date"); (5) a discussion of Federal
income tax considerations applicable to the exercise of Stock Warrants; (6) call
provisions of such Stock Warrants, if any; and (7) any other terms of the Stock
Warrants. The shares of
13
<PAGE> 15
Common Stock issuable upon the exercise of the Stock Warrants will, when issued
in accordance with the Stock Warrant Agreement, be fully paid and nonassessable.
Prior to the exercise of their Stock Warrants, holders of Stock Warrants
will not have any of the rights of holders of the Common Stock purchasable upon
such exercise, and will not be entitled to any dividend payments on the Common
Stock purchasable upon such exercise.
EXERCISE OF STOCK WARRANTS
Each Stock Warrant will entitle the holder to purchase for cash such number
of shares of Common Stock at such exercise price as shall in each case be set
forth in, or be determinable as set forth in, the Prospectus Supplement relating
to the Stock Warrants offered thereby. Unless otherwise specified in the
applicable Prospectus Supplement, Stock Warrants may be exercised at any time up
to the close of business on the Expiration Date set forth in the applicable
Prospectus Supplement. After the close of business on the Expiration Date,
unexercised Stock Warrants will become void.
Stock Warrants may be exercised as set forth in the Prospectus Supplement
relating to the Stock Warrants in respect of which this Prospectus is being
delivered. Upon receipt of payment and the Stock Warrant Certificates properly
completed and duly executed at the corporate trust office of the Stock Warrant
Agent or any other office indicated in the Prospectus Supplement, the Company
will, as soon as practicable, forward a certificate representing the number of
shares of Common Stock purchasable upon such exercise. If less than all of the
Stock Warrants represented by such Stock Warrant Certificate are exercised, a
new Stock Warrant Certificate will be issued for the remaining amount of Stock
Warrants.
ANTIDILUTION PROVISIONS
Unless otherwise specified in the applicable Prospectus Supplement, the
exercise price payable and the number of shares purchasable upon the exercise of
each Stock Warrant will be subject to adjustment in certain events, including
(1) the issuance of a stock dividend to holders of Common Stock or a
combination, subdivision or reclassification of Common Stock; (2) the issuance
of rights, warrants or options to all holders of Common Stock entitling the
holders thereof to purchase Common Stock for an aggregate consideration per
share less than the current market price per share of the Common Stock; or (3)
any distribution by the Company to the holders of its Common Stock of evidences
of indebtedness of the Company or of assets (excluding cash dividends or
distributions payable out of capital surplus and dividends and distributions
referred to in (1) above). No fractional shares will be issued upon exercise of
Stock Warrants, but the Company will pay the cash value of any fractional shares
otherwise issuable.
DESCRIPTION OF CURRENCY WARRANTS
The Company may issue, together with Debt Securities or Debt Warrants or
separately, Currency Warrants either in the form of Currency Put Warrants
entitling the holders thereof to receive from the Company the Cash Settlement
Value in U.S. dollars of the right to sell a specified amount of a specified
foreign currency or currency units for a specified amount of U.S. dollars, or in
the form of Currency Call Warrants entitling the holders thereof to receive from
the Company the Cash Settlement Value in U.S. dollars of the right to purchase a
specified amount of a specified foreign currency or currency units for a
specified amount of U.S. dollars. The spot exchange rate of the applicable Base
Currency, upon exercise, as compared to the U.S. dollar, will determine whether
the Currency Warrants have a Cash Settlement Value on any given day prior to
their expiration.
The Currency Warrants are to be issued under a Currency Warrant Agreement
to be entered into between the Company and a bank or trust company, as Currency
Warrant Agent (the "Currency Warrant Agent"), all as set forth in the applicable
Prospectus Supplement. A copy of the form of Currency Warrant Agreement,
including the forms of global Warrant Certificates representing the Currency Put
Warrants and Currency Call Warrants (the "Currency Warrant Certificates"),
reflecting the provisions to be included in the Currency Warrant Agreement that
will be entered into with respect to particular offerings of Currency
14
<PAGE> 16
Warrants, is filed as an exhibit to the Registration Statement. The description
of the Currency Warrants contained herein and the following summaries of certain
provisions of the Currency Warrant Agreement and the Currency Warrant
Certificates do not purport to be complete and are subject to, and are qualified
in their entirety by reference to, all the provisions of the Currency Warrant
Agreement and the Currency Warrant Certificates, respectively, including the
definitions therein of certain capitalized terms not defined herein.
GENERAL
Reference is made to the Prospectus Supplement for the terms of Currency
Warrants in respect of which this Prospectus is being delivered, the Currency
Warrant Agreement relating to such Currency Warrants and the Currency Warrant
Certificates representing such Currency Warrants, including the following: (1)
whether such Currency Warrants will be Currency Put Warrants, Currency Call
Warrants, or both; (2) the formula for determining the Cash Settlement Value, if
any, of each Currency Warrant; (3) the procedures and conditions relating to the
exercise of such Currency Warrants; (4) the circumstances which will cause the
Currency Warrants to be deemed to be automatically exercised; (5) any minimum
number of Currency Warrants which must be exercised at any one time, other than
upon automatic exercise; and (6) the date on which the right to exercise such
Currency Warrants will commence and the date on which such right will expire
(the "Expiration Date").
BOOK-ENTRY PROCEDURES AND SETTLEMENT
Except as may otherwise be provided in the applicable Prospectus
Supplement, the Currency Warrants will be issued in the form of global Currency
Warrant Certificates, registered in the name of a depositary or its nominee.
Holders will not be entitled to receive definitive certificates representing
Currency Warrants. A holder's ownership of a Currency Warrant will be recorded
on or through the records of the brokerage firm or other entity that maintains
such holder's account. In turn, the total number of Currency Warrants held by an
individual brokerage firm for its clients will be maintained on the records of
the depositary in the name of such brokerage firm or its agent. Transfer of
ownership of any Currency Warrant will be effected only through the selling
holder's brokerage firm.
EXERCISE OF CURRENCY WARRANTS
Each Currency Warrant will entitle the holder to receive the Cash
Settlement Value of such Currency Warrant on the applicable Exercise Date, in
each case as such terms will be defined in the applicable Prospectus Supplement.
If not exercised prior to 3:00 P.M., New York City time, on the third New York
Business Day preceding the Expiration Date, Currency Warrants will be deemed
automatically exercised on the Expiration Date.
PLAN OF DISTRIBUTION
The Company may sell Securities (i) to or through underwriters or dealers;
(ii) directly to one or more other purchasers; (iii) through agents; or (iv)
through a combination of any such methods of sale. The accompanying Prospectus
Supplement with respect to Offered Securities sets forth the terms of the
offering of such Offered Securities, including the name or names of any
underwriters, dealers or agents, the purchase price of the Offered Securities,
any initial public offering price, any applicable underwriting discounts and
sales agents' commissions and other items constituting underwriters' or agents'
compensation from the Company, any discounts, concessions or commissions allowed
or reallowed or paid by any underwriters to other dealers and any exchange on
which the Offered Securities may be listed. Any initial public offering price
and any discounts or concessions allowed or reallowed or price to dealers may be
changed from time to time. Any discounts or commissions received by underwriters
or agents and any profits on the resale of Securities by them may be deemed to
be underwriting discounts and commissions under the Securities Act of 1933, as
amended (the "Act"). Unless otherwise set forth in the Prospectus Supplement,
the obligations of underwriters to purchase Offered Securities of a particular
series will be subject to certain conditions precedent, and such underwriters
will be obligated to purchase all such Offered Securities, if any are
15
<PAGE> 17
purchased. Unless otherwise indicated in the Prospectus Supplement, any agent
will be acting on a best efforts basis for the period of its appointment.
Under certain circumstances, the Company may repurchase Offered Securities
and reoffer them to the public as set forth above. The Company may also arrange
for repurchases and resale of such Offered Securities by dealers.
The Offered Securities may be sold from time to time in one or more
transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
If so stated in the Prospectus Supplement, the Company may authorize
underwriters, dealers or other persons acting as the Company's agents to solicit
offers by certain institutions to purchase Debt Securities from the Company at
the offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a future date. Such
contracts will not be subject to any conditions except (i) the purchase by an
institution of Offered Securities covered by such contracts shall not at the
time of delivery be prohibited under the laws of any jurisdiction in the United
States to which such institution is subject and (ii) if the Offered Securities
are being sold to underwriters, the Company shall have sold to such underwriters
the total amount of the Offered Securities less the amount thereof covered by
such delayed delivery contracts. The Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.
Underwriters and agents who participate in the distribution of the
Securities may be entitled under agreements which may be entered into by the
Company to indemnification from the Company against certain liabilities,
including liabilities under the Act, or to contribution with respect to payments
which the underwriters or agents may be required to make in respect thereof.
Such underwriters and agents may be customers of, engaged in transactions with,
or perform services for the Company in the ordinary course of business.
LEGAL OPINIONS
The legality of the Securities offered hereby will be passed upon for the
Company by Janet L. Kelly, Esq., Senior Vice President, Secretary and General
Counsel of the Company. At May 25, 1995, Ms. Kelly was the beneficial owner of
2,853 shares of Common Stock of the Company and held currently exercisable
options to purchase 10,000 additional shares.
EXPERTS
The audited consolidated financial statements and schedules of the Company
incorporated by reference in this Prospectus have been audited by Arthur
Andersen LLP, independent public accountants, to the extent and for the periods
indicated in their report with respect thereto, and have been incorporated by
reference in this Prospectus in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
16
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
The fees and expenses payable by the Company in connection with the
issuance and distribution of the Securities registered hereunder are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $172,415.00
Legal fees and expenses..................................... 75,000.00*
Accounting fees and expenses................................ 40,000.00*
Printing fees............................................... 30,000.00*
Blue Sky fees and expenses.................................. 10,000.00*
Trustee's fees and expenses................................. 20,000.00*
Miscellaneous............................................... 2,585.00*
-----------
Total fees and expenses..................................... $350,000.00
===========
</TABLE>
- -------------------------
*Estimated
ITEM 15. Indemnification of Directors and Officers.
Section 2-418 of the Maryland General Corporation Law provides for
indemnification of the Corporation's directors, officers, employees, and agents
under specified circumstances, which may include indemnity against expenses,
including attorneys' fees and judgments, fines, and amounts paid in settlement
under the Act. The Corporation has purchased and maintains insurance as is
permitted by said Section 2-418 on behalf of directors and officers, which
insurance may cover liabilities under the Act. Article V of the By-Laws of the
Corporation provides for such indemnification to the extent and under the
circumstances permitted by said Section 2-418.
Article V of the By-Laws of the Corporation provides as follows:
"Section 1. Right to Indemnification. Subject to the provisions of Section
3 of this Article V, the Corporation (a) shall indemnify its directors and
officers, whether serving the Corporation or at its request any other entity, to
the full extent required or permitted by the General Laws of the State of
Maryland now or hereafter in force, including the advance of expenses under the
procedures and to the full extent permitted by law and (b) may indemnify other
employees and agents to such extent, if any, as shall be authorized by the Board
of Directors and be permitted by law.
"Section 2. Time for Payment Enforcement. Any indemnification, or payment
of expenses in advance of the final disposition of any proceeding, shall be made
promptly, and in any event within sixty (60) days, upon the written request of
the director or officer entitled to seek indemnification (the "Indemnified
Party"). The right to indemnification and advances hereunder shall be
enforceable by the Indemnified Party in any court of competent jurisdiction, if
(i) the Corporation denies such request, in whole or in part, or (ii) no
disposition thereof is made within 60 days. The Indemnified Party's costs and
expenses incurred in connection with successfully establishing his or her right
to indemnification, in whole or in part, in any such action shall also be
indemnified by the Corporation.
"Section 3. Standard of Conduct. Anything in these By-Laws to the contrary
notwithstanding, except in circumstances where indemnification is required under
the General Laws of the State of Maryland now or hereafter in force, no
indemnification of a director or officer may be made hereunder unless a
determination has been made in accordance with the procedures set forth in
Section 2-418(e) of the Maryland General Corporation Law that the party seeking
indemnification has met the requisite standard of conduct. A party seeking
indemnification shall be deemed to have met the requisite standard of conduct
unless it is established that:
"(a) The act or omission of the director or officer was material to the
matter giving rise to the proceeding; and
II-1
<PAGE> 19
(i) was committed in bad faith; or
(ii) was the result of active and deliberate dishonesty; or
"(b) The director or officer actually received an improper benefit in
money, property or services; or
"(c) In the case of a criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful.
"Section 4. General. The indemnification and advance of expenses provided
by this By-Law shall not be deemed exclusive of any other rights to which a
person seeking indemnification or advance of expenses may be entitled under any
law (common or statutory), or any agreement, vote of stockholders or
disinterested directors or other provision that is not contrary to law, both as
to action in his official capacity and as to action in another capacity while
holding office or while employed by or acting as agent for the Corporation,
shall continue in respect of all events occurring while a person was a director
or officer after such person has ceased to be a director or officer, and shall
inure to the benefit of the estate, heirs, executors and administrators of such
person. All rights to indemnification and advance of expenses hereunder shall be
deemed to be a contract between the Corporation and each director or officer of
the Corporation who serves or served in such capacity at any time while this
By-Law is in effect.
"Section 5. Effective Time. This By-Law shall be effective from and after
the date of its adoption (August 26, 1988) and shall apply to all proceedings
arising prior to or after such date, regardless of whether relating to facts or
circumstances occurring prior to or after such date. Nothing herein shall
prevent an amendment of this By-Law, provided that no such amendment shall
diminish the rights of any person hereunder with respect to events occurring or
claims made before the adoption of such amendment or as to claims made after
such adoption in respect of events occurring before such adoption.
"Section 6. Further Action. The Board of Directors may take such action as
is necessary to carry out these indemnification provisions and is expressly
empowered to adopt, approve and amend from time to time such resolutions or
contracts implementing such provisions or such further indemnification
arrangements as may be permitted by law."
The proposed form of Underwriting Agreement filed as Exhibit 1.1 to this
Registration Statement provides for indemnification by the underwriters of the
directors and certain officers of the Company against certain liabilities.
Similar indemnification provisions were contained in the underwriting agreements
executed in connection with prior offerings and sales of securities by the
Company.
ITEM 16. Exhibits.
<TABLE>
<S> <C>
1.1 Form of Underwriting Agreement, incorporated by reference to Exhibit 1.1 of
Registration Statement No. 33-33603 on Form S-3 filed with the Commission on
February 27, 1990.
1.2 Form of Distribution Agreement, incorporated by reference to Exhibit 1.1 of the
registrant's Current Report on Form 8-K dated April 13, 1993.
4.1 Articles of Restatement of Charter of the registrant, dated April 9, 1990, defining
the rights of holders of the registrant's securities, incorporated by reference to
Exhibit 4.1 of Registration Statement No. 33-35760 on Form S-8 filed with the
Commission on July 6, 1990.
4.2 Articles Supplementary to the Charter of the registrant, dated May 18, 1990,
defining the rights of holders of the registrant's securities, incorporated by
reference to Exhibit 4.2 of Registration Statement No. 33-37575 on Form S-8 filed
with the Commission on November 1, 1990.
4.3 Articles Supplementary to the Charter of the registrant, dated October 30, 1992,
defining the rights of holders of the registrant's securities, incorporated by
reference to Exhibit 4.3 of Registration Statement No. 33-59002 on Form S-8 filed
with the Commission on March 4, 1993.
</TABLE>
II-2
<PAGE> 20
<TABLE>
<S> <C>
4.4 Amended By-Laws of the registrant, dated June 24, 1993, defining the rights of
holders of the registrant's securities, incorporated by reference to Exhibit 3(b) of
the registrant's Annual Report on Form 10-K for the fiscal year ended July 3, 1993.
4.5 Rights Agreement dated as of April 28, 1988, between the Company and the First
National Bank of Chicago as Rights Agent, incorporated by reference to Exhibits 1
and 2 of Registration Statement on Form 8-A (file No. 1-3344) filed with the
Commission on May 11, 1988 (as amended by Form 8 thereto filed with the Commission
on November 15, 1989).
4.6.1 Indenture, dated as of October 2, 1990, between the Company and Continental Bank,
N.A., now known as Bank of America Illinois, as Trustee, incorporated by reference
to Exhibit 4.1 of Amendment No. 1 to Registration Statement No. 33-33603 on Form S-3
filed with the Commission on October 5, 1990.
4.6.2 Form of Note (Fixed Rate), incorporated by reference to Exhibit 4.1 of the
registrant's Current Report on Form 8-K dated April 13, 1993.
4.6.3 Form of Note (Floating Rate), incorporated by reference to Exhibit 4.2 of the
registrant's Current Report on Form 8-K dated April 13, 1993.
4.7 Form of Currency Warrant Agreement, incorporated by reference to Exhibit 4.2 of
Registration Statement No. 33-33603 on Form S-3 filed with the Commission on
February 27, 1990.
4.8 Form of Debt Warrant Agreement, incorporated by reference to Exhibit 4.3 of
Registration Statement No. 33-33603 on Form S-3 filed with the Commission on
February 27, 1990.
4.9 Form of Stock Warrant Agreement, incorporated by reference to Exhibit 4.9 of
Registration Statement No. 33-60152 on Form S-3 filed with the Commission on March
29, 1993.
5.1* Opinion of Janet L. Kelly, Esq., Senior Vice President, Secretary and General
Counsel.
12.1 Computation of ratios of earnings to fixed charges, incorporated by reference to
Exhibit 12.1 of Registration Statement No. 33-60152 on Form S-3 filed with the
Commission on March 29, 1993, to Exhibit 12.1 of the registrant's Annual Report on
Form 10-K for the fiscal year ended July 2, 1994 and to Exhibit 12.1 of the
registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 1,
1995.
12.2 Computation of ratios of earnings to fixed charges and preferred stock dividends,
incorporated by reference to Exhibit 12.2 of Registration Statement No. 33-60152 on
Form S-3 filed with the Commission on March 29, 1993, to Exhibit 12.2 of the
registrant's Annual Report on Form 10-K for the fiscal year ended July 2, 1994 and
to Exhibit 12.2 of the registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 1, 1995.
23.1* Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Janet L. Kelly, Esq. -- contained in the opinion appearing as Exhibit
5.1.
24.1* Powers of Attorney.
25.1* Form T-I Statement of Eligibility and Qualification under the Trust Indenture Act of
1939 of Bank of America Illinois, dated July 10, 1995.
</TABLE>
- -------------------------
* Previously filed.
ITEM 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended (the "Act");
II-3
<PAGE> 21
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(5) That, for the purpose of determining any liability under the Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in Item 15 or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in Chicago,
Illinois on the 13th day of July, 1995.
SARA LEE CORPORATION
By /s/ JANET L. KELLY
------------------------------------
Janet L. Kelly
Senior Vice President, Secretary and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 13, 1995:
<TABLE>
<S> <C>
SIGNATURE CAPACITY
- --------- --------
* Chairman and Chief Executive Officer and
- -------------------------------------------- Director
John H. Bryan
* Vice Chairman and Chief Administrative
- -------------------------------------------- Officer and Director
Michael E. Murphy
* Executive Vice President and Director
- --------------------------------------------
Donald J. Franceschini
* Executive Vice President and Director
- --------------------------------------------
C. Steven McMillan
* Senior Vice President and Chief Financial
- -------------------------------------------- Officer
Judith A. Sprieser
* Vice President-Controller
- --------------------------------------------
Wayne R. Szypulski
* Director
- --------------------------------------------
Paul A. Allaire
* Director
- --------------------------------------------
Frans H.J.J. Andriessen
- -------------------------------------------- Director
Duane L. Burnham
* Director
- --------------------------------------------
Charles W. Coker
* Director
- --------------------------------------------
Willie D. Davis
</TABLE>
II-5
<PAGE> 23
<TABLE>
<S> <C>
SIGNATURE CAPACITY
- --------- --------
* Director
- --------------------------------------------
Allen F. Jacobson
Director
- --------------------------------------------
Vernon E. Jordan, Jr.
Director
- --------------------------------------------
James L. Ketelsen
* Director
- --------------------------------------------
Hans B. van Liemt
* Director
- --------------------------------------------
Joan D. Manley
* Director
- --------------------------------------------
Newton N. Minow
* Director
- --------------------------------------------
Sir Arvi Parbo A.C.
* Director
- --------------------------------------------
Rozanne L. Ridgway
* Director
- --------------------------------------------
Richard L. Thomas
</TABLE>
*By Janet L. Kelly as Attorney-in-Fact pursuant to Powers of Attorney
executed by the officers and directors listed above, which Powers of Attorney
have been filed with the Securities and Exchange Commission.
By /s/ JANET L. KELLY
---------------------------------
Janet L. Kelly
*As Attorney-in-Fact
Dated: July 13, 1995
II-6
