<PAGE> 1
As filed with the Securities and Exchange Commission on October 26, 1995
File No. ________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SARA LEE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 36-2089049
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
THREE FIRST NATIONAL PLAZA
SUITE 4600
CHICAGO, ILLINOIS 60602-4260
(Address of Principal Executive Offices)
SARA LEE CORPORATION
1995 NON-EMPLOYEE DIRECTOR STOCK PLAN
(Full Title of the Plan)
JANET LANGFORD KELLY
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
SARA LEE CORPORATION
THREE FIRST NATIONAL PLAZA
SUITE 4600
CHICAGO, ILLINOIS 60602-4260
(Name and Address of Agent For Service)
(312) 726-2600
Telephone Number, Including Area Code, of Agent For Service
COPIES OF COMMUNICATIONS TO:
MARYANN A. WARYJAS, ESQ.
JENNER & BLOCK
ONE IBM PLAZA
CHICAGO, ILLINOIS 60611
(312) 222-9350
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share(2) Price(2) Fee
<S> <C> <C> <C> <C>
Common`Stock, 500,000 $29 13/16 $14,906,250.00 $5,140.09
$1.33 1/3 par value per
share
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) The offering price is estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(h) and Rule 457(c) under the
Securities Act of 1933, as amended, and was based on the average of the
high and low prices of the shares quoted on the New York Stock Exchange on
October 23, 1995 as published by the Wall Street Journal.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Pursuant to Rule 428 under the Securities Act of 1933, as amended, and the
Note to Part I of Form S-8, the information required by Part I to be contained
in the Section 10(a) prospectus is omitted from this Registration Statement on
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. DOCUMENTS INCORPORATED BY REFERENCE.
This Registration Statement on Form S-8 relates to the registration of
shares of the common stock, $1.33 1/3 par value per share (the "Common Stock"),
of Sara Lee Corporation (the "Company" or the "Registrant").
The following documents heretofore filed by the Company with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference into this Registration Statement and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
July 1, 1995;
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since July 1, 1995; and
(c) The description of the Common Stock contained in the Company's
Registration Statement No. 33-18488 filed with the Securities and
Exchange Commission (the "Commission") on November 12, 1987, and
Registration Statement No. 34-397183 on Form 8-A filed with the
Commission on May 11, 1988 (as amended by Form 8 thereto, filed with
the Commission on November 15, 1989).
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all of the securities offered hereby have been sold or which deregisters all of
such securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statement, including financial statements, contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
-2-
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 2-418 of the Maryland General Corporation Law provides for
indemnification of the Company'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 Securities Act of 1933, as amended (the "Act"). The Company 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 Company 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 Company provides as follows (Sara Lee
Corporation is defined as the "Corporation" in this excerpt):
"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
(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.
-3-
<PAGE> 4
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 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."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibits
-------- -----------------------
<S> <C>
4.1 Articles of Restatement of the Charter of Sara Lee Corporation, as amended
(incorporated by reference to Exhibit 4.1 to Registration Statement No. 33-35760
on Form S-8 dated July 6, 1990, and Exhibit 3(a) to Form 10-K for fiscal year
ended July 2, 1994 (File No. 1-3344)).
4.2 Bylaws of Sara Lee Corporation, as amended (incorporated by reference to Exhibit
No. (3b) to Form 10-K for fiscal year ended July 1, 1995 (File No. 1-3344)).
4.3 Stockholder Rights Agreement (incorporated by reference to Exhibit 4 to Form
10-Q for the quarter ended March 26, 1988).
4.4 Sara Lee Corporation 1995 Non-Employee Director Stock Plan (incorporated by reference
to Appendix C, Exhibit 99 to Proxy Statement dated September 20, 1995).
4.5 General Form of Option Agreement under the Sara Lee Corporation 1995 Non-Employee
Director Stock Plan.
4.6 The description of Sara Lee Corporation's Common Stock contained in Registration Statement
No. 1-3344 on Form 8-A filed on May 11, 1988 (as amended by Form 8 thereto filed on November
15, 1989).
5.1 Opinion of Jenner & Block regarding validity of registered securities.
15 None.
</TABLE>
-4-
<PAGE> 5
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibits
-------- -----------------------
<S> <C>
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jenner & Block (filed as part of Exhibit 5.1).
24.1 Powers of Attorney.
28 None.
99 None.
</TABLE>
ITEM 9. UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes:
a. 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;
(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
and 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 20 percent 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 paragraphs (1)(a)(i) and (1)(a)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
b. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
c. 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.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration Statement shall
be
-5-
<PAGE> 6
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.
3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, 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.
-6-
<PAGE> 7
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on this 26th day of
October, 1995.
Sara Lee Corporation
By: /s/ Janet Langford Kelly
----------------------------------------------
Janet Langford Kelly
Senior Vice President,
Secretary and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Report
has been signed below by the following persons on behalf of Sara Lee
Corporation and in the capacities indicated on October 26 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Chairman of the Board, Chief Executive Officer and Director
- ---------------------------------------------
John H. Bryan
* Vice Chairman, Chief Administrative Officer and Director
- ---------------------------------------------
Michael E. Murphy
* Executive Vice President and Director
- ---------------------------------------------
Donald J. Franceschini
* Executive Vice President and Director
- ---------------------------------------------
C. Steven McMillan
/s/ Judith A. Sprieser Senior Vice President and Chief Financial Officer
- ---------------------------------------------
Judith A. Sprieser
/s/ Wayne R. Szypulski Vice President and Controller
- ---------------------------------------------
Wayne R. Szypulski
* Director
- ---------------------------------------------
Paul A. Allaire
* Director
- ---------------------------------------------
Frans H.J.J. Andriessen
* Director
- ---------------------------------------------
Duane L. Burnham
* Director
- ---------------------------------------------
Charles W. Coker
</TABLE>
-7-
<PAGE> 8
SIGNATURE TITLE
--------- -----
* Director
- ---------------------------------------------
Willie D. Davis
* 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 H. Parbo A.C.
* Director
- ---------------------------------------------
Rozanne L. Ridgway
* Director
- ---------------------------------------------
Richard L. Thomas
*By Janet Langford 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.
/s/ Janet Langford Kelly
---------------------------------------
Janet Langford Kelly
As Attorney-in-Fact
-8-
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBITS
-------- -----------------------
<S> <C>
4.1 Articles of Restatement of the Charter of Sara Lee Corporation, as amended
(incorporated by reference to Exhibit 4.1 to Registration Statement No. 33-35760
on Form S-8 dated July 6, 1990, and Exhibit 3(a) to Sara Lee Corporation's Form
10-K for fiscal year ended July 2, 1994 (File No. 1-3344)).
4.2 Bylaws of Sara Lee Corporation, as amended (incorporated by reference to Exhibit
No. (3b) to Form 10-K for fiscal year ended July 1, 1995
(File No. 1-3344)).
4.3 Stockholder Rights Agreement (incorporated by reference to Exhibit 4 to
Form 10-Q for the quarter ended March 26, 1988).
4.4 Sara Lee Corporation 1995 Non-Employee Director Stock Plan dated October 26, 1995
(incorporated by reference to Appendix C, Exhibit 99 to Proxy Statement dated
September 20, 1995).
4.5 General Form of Option Agreement under the Sara Lee Corporation 1995 Non-Employee
Director Stock Plan.
4.6 The description of Sara Lee Corporation's Common Stock contained in Registration Statement
No. 1-3344 on Form 8-A filed on May 11, 1988 (as amended by Form 8 thereto filed on November
15, 1989).
5.1 Opinion of Jenner & Block regarding validity of registered securities.
15 None.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Jenner & Block (filed as part of Exhibit 5.1).
24.1 Powers of Attorney.
28 None.
99 None.
</TABLE>
<PAGE> 1
FORM OF
SARA LEE CORPORATION
1995 NON-EMPLOYEE DIRECTOR STOCK PLAN
STOCK OPTION AWARD AND AGREEMENT
[NAME]
[DATE]
Sara Lee Corporation (the "Company") is pleased to confirm that you
have been granted a stock option (an "Option"), effective as of [grant date]
(the "Grant Date") as provided in this agreement (the "Agreement").
1. OPTION RIGHT. Your Option is to purchase, on the terms and
conditions set forth below, the following number of shares (the "Option
Shares") of the Company's Common Stock, par value $1.33 1/3 per share (the
"Common Stock"), at the exercise price specified (the "Exercise Price").
NUMBER OF SHARES EXERCISE PRICE PER SHARE
---------------- ------------------------
<<SHARES>> <<PRICE>>
2. NON-QUALIFIED OPTION. This Option is a non-qualified stock
option that is intended to conform in all respects with the 1995 Non-Employee
Director Stock Plan, a copy of which has been supplied to you, and the
provisions of which are incorporated herein by reference. This Option is not
intended to qualify as an incentive stock option within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended.
3. EXERCISE PERIOD. This Option may not be exercised until the
date which is at least six months after the Grant Date; provided, however, that
if you are a resident of and subject to the personal income tax of the
Netherlands, you may exercise this Option immediately. Except as provided
below, your Option will expire on the tenth anniversary of the Grant Date,
subject to earlier expiration upon your death, as provided below. If you are a
resident of the Netherlands, your Option will expire on the fifth anniversary
of the Grant Date, subject to earlier expiration upon your death, as provided
below.
4. EXERCISE. This Option may be exercised in whole or in part for
the number of shares specified (which in all cases must be at least the lesser
of 250 and the total number of shares remaining outstanding under this Option)
in a written notice that is delivered to the Company and is accompanied by full
payment of the Exercise Price for such number of Option Shares in cash, or by
surrendering or attesting to the ownership of shares of Common Stock, or a
combination of cash and shares of Common Stock, in an amount or having a
combined value equal to the aggregate Exercise Price for such Option Shares.
In connection with any payment of the Exercise Price by surrender or attesting
to the ownership of shares of Common Stock, proof acceptable to the Committee
(as defined below) shall be submitted that such previously acquired
<PAGE> 2
shares have been owned by you for at least six months prior to the date of
exercise. The Option Shares issued to you for any portion of the Option
exercised by attesting to the ownership of previously acquired shares of Common
Stock shall not exceed the number of Option Shares issuable as a result of such
exercise (determined as though payment in full therefor were being made in
cash) less the number of shares of Common Stock for which attestation of
ownership is submitted. The value of previously acquired shares submitted
(directly or by attestation) in full or partial payment for the Option Shares
purchased upon exercise of the Option shall be equal to the aggregate Fair
Market Value (as defined in the Plan) of such previously acquired shares on the
date of the exercise of the Option. This Option will be considered exercised on
the date on which (a) your written notice of exercise and (b) your payment of
the Exercise Price have both been received by the Company.
5. EARLY EXPIRATION UPON DEATH. If you die prior to the tenth
anniversary of the Grant Date, or, if you are a resident of the Netherlands,
prior to the fifth anniversary of the Grant Date, the last date on which this
Option may be exercised is the earlier of (a) the tenth anniversary of the
Grant Date and (b) one year after the date of your death.
6. RIGHTS AS A STOCKHOLDER. You will have no rights as a
stockholder with respect to any Option Shares until and unless ownership of
such Option Shares has been transferred to you.
7. OPTION NOT TRANSFERABLE. This Option will not be assignable or
transferable by you, other than by a qualified domestic relations order or by
will or by the laws of descent and distribution, and will be exercisable during
your lifetime only by you (or your legal guardian or personal representative).
If this Option remains exercisable after your death, subject to the provisions
of numbered paragraph 5 above, it may be exercised by the personal
representative of your estate or by any person who acquires the right to
exercise such Option by bequest, inheritance or otherwise by reason of your
death.
8. TRANSFERABILITY OF OPTION SHARES. Option Shares generally are
freely tradeable in the United States. However, you may not offer, sell or
otherwise dispose of any Option Shares in a way which would: (i) require the
Company to file any registration statement with the Securities and Exchange
Commission (or any similar filing under state law or the laws of any other
country) or to amend or supplement any such filing or (ii) violate or cause the
Company to violate the Securities Act of 1933, as amended, the rules and
regulations promulgated thereunder, any other state or federal law, or the laws
of any other country. The Company reserves the right to place restrictions on
Common Stock received by you pursuant to this Option.
9. CONFORMITY WITH THE PLAN. This Option is intended to conform
in all respects with, and is subject to all applicable provisions of, the Plan.
Inconsistencies between this Agreement and the Plan shall be resolved in
accordance with the terms of the Plan. By your acceptance of this Agreement,
you agree to be bound by all of the terms of the Agreement and the Plan.
10. MISCELLANEOUS.
a. AMENDMENT OR MODIFICATION. The grant of this option is
documented by the minutes of the Compensation and Employee Benefits Committee
of the Board of Directors (the "Committee"), which records are the final
determinant of the number of shares granted and the
<PAGE> 3
conditions of this grant. The Committee may amend or modify this Option in any
manner to the extent that the Committee would have had the authority under the
Plan initially to grant such Option, provided that no such amendment or
modification shall impair your rights under this Agreement without your
consent. Except as in accordance with the two immediately preceding sentences,
this Agreement may be amended, modified or supplemented orally, but an
instrument in writing signed by both parties hereto.
b. GOVERNING LAW. All matters regarding or affecting the
relationship of the Company and its stockholders shall be governed by the
General Corporation Law of the State of Maryland. All other matters arising
under this Agreement shall be governed by the internal laws of the State of
Illinois, including matters of validity, construction and interpretation. You
and the Company agree that all claims in respect of any action or proceeding
arising out of or relating to this Agreement shall be heard or determined in
any state or federal court sitting in Chicago, Illinois, and you agree to
submit to the jurisdiction of such courts, to bring all such actions or
proceedings in such courts and to waive any defense of inconvenient forum to
such actions or proceedings. A final judgment in any action or proceeding so
brought shall be conclusive and may be enforced in any manner provided by law.
c. SUCCESSORS AND ASSIGNS. Except as otherwise provided
herein, this Agreement will bind and inure to the benefit of the respective
successors and permitted assigns of the parties hereto whether so expressed or
not.
d. SEVERABILITY. Whenever feasible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.
SARA LEE CORPORATION
Enclosures: Copy of Supplemental Letter
<PAGE> 1
October 26, 1995
Sara Lee Corporation
Three First National Plaza
Chicago, Illinois 60602-4260
Gentlemen:
We acted as special counsel to Sara Lee Corporation, a Maryland
corporation (the "Company"), in connection with the filing of this Registration
Statement on Form S-8 (the "Registration Statement"), relating to the
registration under the Securities Act of 1933, as amended (the "Act"), of up to
500,000 shares (the "Shares") of the Company's Common Stock, $1.33 1/3 par
value per share (the "Common Stock"), which are to be issued pursuant to the
Company's 1995 Non-Employee Director Stock Plan (the "Plan").
In arriving at this opinion, we have examined and relied upon
originals or copies, certified or otherwise identified to our satisfaction, of
the following:
1. The Registration Statement;
2. The Plan and general form of option agreement and form of
election under the Plan;
3. The Articles of Restatement of the Charter, as amended, of the
Company;
4. The By-Laws of the Company;
5. Copies of certain corporate records of the Company, including
the Company's Annual Report on Form 10-K for the fiscal year ended July 1,
1995 and the Company's Proxy Statement dated September 20, 1995; and
6. Such other instruments, documents, statements and records of
the Company and others as we have deemed relevant and necessary to examine and
rely upon for the purpose of this opinion.
<PAGE> 2
Sara Lee Corporation
October 26, 1995
We have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all the documents submitted to us as certified or
photostatic copies, and the authenticity of all such documents.
We assume that, prior to the sale of any Shares to which this
Registration Statement relates, appropriate action will be taken to register
and qualify such Shares for sale, to the extent necessary, under any applicable
state or foreign securities or other laws.
Based upon the foregoing and in reliance thereon, we are of the
opinion that the up to 500,000 Shares of Common Stock which are to be issued
pursuant to the Plan, when issued and paid for in accordance with the terms of
the Plan, will be validly issued, fully paid and nonassessable by the Company.
The opinion contained in the preceding paragraph is based on the
assumption that, at the time such Shares of Common Stock are issued, this
Registration Statement will then be effective.
In rendering this opinion we do not purport to be experts in laws
other than those of the State of Illinois and the federal laws of the United
States of America. With respect to matters governed by the General Corporation
Law of the State of Maryland ("Maryland Corporate Law"), our opinion is based
upon our review of Maryland Corporate Law as reported in Corporation Statutes,
Volume 4, published by Aspen Law & Business. We express no opinion as to any
other law or the effect thereof.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to
the Registration Statement and to any and all references to our firm in this
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
JENNER & BLOCK
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports, dated July 31, 1995,
included in Sara Lee Corporation's Form 10-K for the fiscal year ended July 1,
1995, and to all references to our Firm included in this registration
statement.
Arthur Andersen LLP
Chicago, Illinois
October 24, 1995
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints each of Janet Langford Kelly and
Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on
Form S-8 in connection with the issuance of up to 500,000 shares of Common
Stock of Sara Lee Corporation pursuant to the 1995 Non-Employee Director Stock
Plan, and any and all amendments thereto (including post-effective amendments)
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
/s/ John H. Bryan
-------------------------------
John H. Bryan
Dated: October 26, 1995
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints each of Janet Langford Kelly and
Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on
Form S-8 in connection with the issuance of up to 500,000 shares of Common
Stock of Sara Lee Corporation pursuant to the 1995 Non-Employee Director Stock
Plan, and any and all amendments thereto (including post-effective amendments)
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
/s/ Michael E. Murphy
------------------------------------
Michael E. Murphy
Dated: October 26, 1995
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints each of Janet Langford Kelly and
Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on
Form S-8 in connection with the issuance of up to 500,000 shares of Common
Stock of Sara Lee Corporation pursuant to the 1995 Non-Employee Director Stock
Plan, and any and all amendments thereto (including post-effective amendments)
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
/s/ Donald J. Franceschini
-------------------------------------
Donald J. Franceschini
Dated: October 26, 1995
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints each of Janet Langford Kelly and
Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on
Form S-8 in connection with the issuance of up to 500,000 shares of Common
Stock of Sara Lee Corporation pursuant to the 1995 Non-Employee Director Stock
Plan, and any and all amendments thereto (including post-effective amendments)
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
/s/ C. Steven McMillan
----------------------------------
C. Steven McMillan
Dated: October 26, 1995
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints each of Janet Langford Kelly and
Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on
Form S-8 in connection with the issuance of up to 500,000 shares of Common
Stock of Sara Lee Corporation pursuant to the 1995 Non-Employee Director Stock
Plan, and any and all amendments thereto (including post-effective amendments)
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
/s/ Paul A. Allaire
--------------------------------
Paul A. Allaire
Dated: October 26, 1995
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints each of Janet Langford Kelly and
Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on
Form S-8 in connection with the issuance of up to 500,000 shares of Common
Stock of Sara Lee Corporation pursuant to the 1995 Non-Employee Director Stock
Plan, and any and all amendments thereto (including post-effective amendments)
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
/s/ Frans H.J.J. Andriessen
-------------------------------------
Frans H.J.J. Andriessen
Dated: October 26, 1995
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints each of Janet Langford Kelly and
Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on
Form S-8 in connection with the issuance of up to 500,000 shares of Common
Stock of Sara Lee Corporation pursuant to the 1995 Non-Employee Director Stock
Plan, and any and all amendments thereto (including post-effective amendments)
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
/s/ Duane L. Burnham
---------------------------------
Duane L. Burnham
Dated: October 26, 1995
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints each of Janet Langford Kelly and
Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on
Form S-8 in connection with the issuance of up to 500,000 shares of Common
Stock of Sara Lee Corporation pursuant to the 1995 Non-Employee Director Stock
Plan, and any and all amendments thereto (including post-effective amendments)
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
/s/ Charles W. Coker
-------------------------------
Charles W. Coker
Dated: October 26, 1995
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints each of Janet Langford Kelly and
Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on
Form S-8 in connection with the issuance of up to 500,000 shares of Common
Stock of Sara Lee Corporation pursuant to the 1995 Non-Employee Director Stock
Plan, and any and all amendments thereto (including post-effective amendments)
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
/s/ Willie D. Davis
------------------------------
Willie D. Davis
Dated: October 26, 1995
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints each of Janet Langford Kelly and
Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on
Form S-8 in connection with the issuance of up to 500,000 shares of Common
Stock of Sara Lee Corporation pursuant to the 1995 Non-Employee Director Stock
Plan, and any and all amendments thereto (including post-effective amendments)
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
/s/ Allen F. Jacobson
-------------------------------
Allen F. Jacobson
Dated: October 26, 1995
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints each of Janet Langford Kelly and
Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on
Form S-8 in connection with the issuance of up to 500,000 shares of Common
Stock of Sara Lee Corporation pursuant to the 1995 Non-Employee Director Stock
Plan, and any and all amendments thereto (including post-effective amendments)
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
/s/ Vernon E. Jordan, Jr.
---------------------------------
Vernon E. Jordan, Jr.
Dated: October 26, 1995
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints each of Janet Langford Kelly and
Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on
Form S-8 in connection with the issuance of up to 500,000 shares of Common
Stock of Sara Lee Corporation pursuant to the 1995 Non-Employee Director Stock
Plan, and any and all amendments thereto (including post-effective amendments)
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
/s/ James L. Ketelsen
-----------------------------
James L. Ketelsen
Dated: October 26, 1995
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints each of Janet Langford Kelly and
Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on
Form S-8 in connection with the issuance of up to 500,000 shares of Common
Stock of Sara Lee Corporation pursuant to the 1995 Non-Employee Director Stock
Plan, and any and all amendments thereto (including post-effective amendments)
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
/s/ Hans B. van Liemt
------------------------------
Hans B. van Liemt
Dated: October 26, 1995
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints each of Janet Langford Kelly and
Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on
Form S-8 in connection with the issuance of up to 500,000 shares of Common
Stock of Sara Lee Corporation pursuant to the 1995 Non-Employee Director Stock
Plan, and any and all amendments thereto (including post-effective amendments)
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
/s/ Joan D. Manley
-----------------------------
Joan D. Manley
Dated: October 26, 1995
<PAGE> 15
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints each of Janet Langford Kelly and
Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on
Form S-8 in connection with the issuance of up to 500,000 shares of Common
Stock of Sara Lee Corporation pursuant to the 1995 Non-Employee Director Stock
Plan, and any and all amendments thereto (including post-effective amendments)
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
/s/ Newton N. Minow
---------------------------------
Newton N. Minow
Dated: October 26, 1995
<PAGE> 16
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints each of Janet Langford Kelly and
Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on
Form S-8 in connection with the issuance of up to 500,000 shares of Common
Stock of Sara Lee Corporation pursuant to the 1995 Non-Employee Director Stock
Plan, and any and all amendments thereto (including post-effective amendments)
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
/s/ Sir Arvi H. Parbo A.C.
-------------------------------------
Sir Arvi H. Parbo A.C.
Dated: October 26, 1995
<PAGE> 17
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints each of Janet Langford Kelly and
Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on
Form S-8 in connection with the issuance of up to 500,000 shares of Common
Stock of Sara Lee Corporation pursuant to the 1995 Non-Employee Director Stock
Plan, and any and all amendments thereto (including post-effective amendments)
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
/s/ Rozanne L. Ridgway
-------------------------------
Rozanne L. Ridgway
Dated: October 26, 1995
<PAGE> 18
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints each of Janet Langford Kelly and
Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him and in his name, place
and stead, in any and all capacities, to sign the Registration Statement on
Form S-8 in connection with the issuance of up to 500,000 shares of Common
Stock of Sara Lee Corporation pursuant to the 1995 Non-Employee Director Stock
Plan, and any and all amendments thereto (including post-effective amendments)
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
/s/ Richard L. Thomas
----------------------------------
Richard L. Thomas
Dated: October 26, 1995
