<PAGE> 1
As filed with the Securities and Exchange Commission on November 17, 1995
File No. ________
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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
INTERNATIONAL EMPLOYEE STOCK PURCHASE 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, $1.33 1/3 2,000,000 $30 9/16 $61,125,000 $21,077.59
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
November 14, 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.
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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.
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<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 Sara Lee Corporation's
Form 10-Q for the quarter ended March 26, 1988).
4.4 Sara Lee Corporation International Employee Stock Purchase Plan.
4.5 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.
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBITS
-------- -----------------------
<S> <C>
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 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
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<PAGE> 6
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.
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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 17th day of
November, 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 November 17, 1995.
SIGNATURE TITLE
* 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
-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
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<PAGE> 9
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION OF EXHIBITS
- ---------- -----------------------
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 Sara Lee Corporation's Form 10-Q for the quarter
ended March 26, 1988).
4.4 Sara Lee Corporation International Employee Stock Purchase Plan.
4.5 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.
<PAGE> 1
EXHIBIT 4.4
SARA LEE CORPORATION
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
This International Employee Stock Purchase Plan (herein called "Plan") provides
eligible foreign employees of Sara Lee Corporation, a Maryland corporation
(herein called "Corporation") and its subsidiaries a continual opportunity to
purchase common stock of the Corporation.
1. DEFINITIONS.
a) "Board" means the Board of Directors of Sara Lee Corporation.
b) "Committee" means the Compensation and Employee Benefits Committee of the
Board.
c) "Plan" means the Sara Lee Corporation International Employee Stock
Purchase Plan, as may be amended and restated from time to time.
d) "Country Plan" means the detailed rules specific to a foreign country.
The Plan will govern in the event of any discrepancy between it
and any Country Plan.
e) "Subsidiaries" means any foreign corporation or entity of which the
Corporation owns directly or indirectly, at least 50% of the total
voting power or in which it has at least a 50% economic interest, and
which is authorized to participate in the Plan.
f) "Participant" means an employee of the Corporation or Subsidiary who
voluntarily enrolls in a Country Plan.
g) "Shares" means shares of Sara Lee Corporation common stock, par value
$1.33 1/3 per share.
2. STOCK SUBJECT TO THE PLAN. The Corporation shall make available 2,000,000
shares of its common stock for purchase under the Plan from authorized but
unissued shares.
3. ELIGIBLE EMPLOYEES. Employees of Subsidiaries which elect to offer the
Plan to their employees who work at least 20 hours per week, and who are not
designated by the Corporation as officers under Section 16 of the Securities
Exchange Act of 1934.
4. PARTICIPATION IN THE PLAN. An eligible employee may participate
voluntarily, by completing and submitting the appropriate form at designated
times, according to the applicable Country Plan procedures. Such form may
authorize payroll deductions from the employee's pay, or some other means of
contributions received from employees (defined according to local procedures).
An employee may actively participate in only one Corporation sponsored stock
purchase plan at a time.
5. PURCHASE PRICE. The purchase price of the stock will be no lower than 85
% of the average between the highest and lowest quoted selling price, on the
purchase date determined in each Country Plan.
6. NUMBER OF SHARES PURCHASABLE. No participating employee may be permitted
to acquire stock under the Plan at a rate which exceeds $21,250 per year, which
is 85% of the fair market value of $25,000. This limit shall be monitored by
each participating Subsidiary.
7. EMPLOYEE ACCOUNTS/STOCK ACQUIRED. Subsidiaries shall maintain payroll
deduction accounts for participating employees, where applicable. Shares which
are purchased pursuant to the Plan shall be recorded on the stock transfer
records of the Corporation in book entry form; no stock certificates will be
issued unless the Participant requests a stock certificate to be issued. Stock
ownership shall be in the name of the participating employee, and one or more
other persons if so specified on the employee's participation form.
Participants shall receive periodic statements detailing their account
balances.
8. CHANGES IN PARTICIPATION. Subject to minimum and maximum deductions set
forth in each Country Plan and as set forth above, a participating employee may
change the amount of his or her payroll deduction or contributions no more than
twice in each year by submitting a new form to the appropriate subsidiary
payroll or human resources office.
9. TERMINATION OF PARTICIPATION. A Participant, at any time and for any
reason, may voluntarily terminate participation in the Plan by written
notification of withdrawal delivered to the appropriate office. An employee's
participation in the Plan shall be involuntarily terminated by his/her
employing subsidiary upon termination of
<PAGE> 2
employment for any reason, or upon the employee no longer being eligible for
participation. In the event of a participating employee's voluntary or
involuntary termination of participation in the Plan, no payroll deduction
shall be taken from any pay due thereafter, and at the election of such
employee or employee's estate, as the case may be, the balance in the
employee's account shall be paid either to the employee or the employee's
estate, or shall be retained to purchase stock in accordance with normal
procedures. Except as provided above, a Participant may not withdraw any
credit balance in the employee's payroll deduction account, in whole or in
part.
10. RIGHTS AS A STOCKHOLDER. Rights or privileges as a stockholder of the
Corporation, with respect to shares acquired under the Plan, shall become
effective as of the date of record of ownership.
11. DIVIDENDS. Participants shall be invited to enroll in the Corporation's
automatic dividend reinvestment plan.
12. RIGHTS NOT TRANSFERABLE. Rights under the Plan are not transferable by a
Participant other than by will or the laws of descent, and are exercisable
during the Participant's lifetime only by the Participant.
13. APPLICATION OF FUNDS. All funds received or held by the Corporation under
the Plan may be used for any corporate purposes.
14. ADJUSTMENTS IN CASE OF CHANGES AFFECTING STOCK. In the event of a
subdivision of outstanding shares of common stock of the Corporation, or the
payment of a stock dividend, the number of shares approved for the Plan shall
be increased proportionately, and such other adjustment shall be made as may be
deemed equitable by the Board. In the event of any other change affecting the
Corporation's common stock, such adjustment shall be made as may be deemed
equitable by the Board to give proper effect to such event.
15. ADMINISTRATION OF PLAN. The Plan and the detailed Country Plans shall be
administered by the Committee consisting of at least three of the members of
the Board, none of whom shall be eligible to participate in the Plan.
The Committee shall have authority to make rules and regulations for the
administration of the Country Plans including when and how purchases shall be
made, and its interpretations and decisions with regard thereto shall be final
and conclusive. The Committee shall have authority to delegate ministerial
tasks related to the Plan and the Country Plans to the Corporation's Human
Resources and Shareholder Accounting Departments and the Human Resources
Departments of Subsidiaries which employ Participants.
16. AMENDMENTS TO PLAN. The Board, at any time, or from time to time, may
amend, suspend, or terminate the Plan or any of the Country Plans, provided,
however, that except to conform the Plan or any Country Plan to the
requirements of local legislation, no amendment shall be made (i) withdrawing
the administration of the Plan or Country Plans from the Committee, or (ii)
permitting any rights under the Plan to be granted to any employee who is a
member of the Committee administering the Plan.
17. EFFECTIVE DATE, SUSPENSION AND TERMINATION OF PLAN. The Plan shall become
effective when (i) the Board has authorized shares to be available for
acquisition, and (ii) the Committee has approved one or more Country Plans.
The Plan shall terminate upon the termination of the Plan by the Board or when
no more shares remain to be acquired under the Plan, whichever occurs first.
Upon the termination of the Plan, all remaining credit balances from authorized
payroll deductions in employees' accounts shall be returned to such employees.
18. GOVERNMENTAL REGULATIONS. The Corporation's obligation to sell and
deliver its common stock under the Plan is subject to the approval of any
governmental authority, domestic or foreign, required in connection with the
authorization, issuance or sale of such stock.
<PAGE> 1
EXHIBIT 5.1
November 17, 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
2,000,000 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 International Employee Stock Purchase 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;
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
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
November 17, 1995
Page 2
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 2,000,000 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
EXHIBIT 23.1
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
November 17, 1995
<PAGE> 1
EXHIBIT 24.1
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 Common Stock of Sara Lee
Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee
Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee
Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee
Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee
Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee
Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee
Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee
Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee
Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee
Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee
Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee
Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee
Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee
Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee
Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee
Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee
Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee
Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 1995
