<PAGE>
As filed with the Securities and Exchange Commission on October 2, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SARA LEE CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 36-2089049
(State of incorporation) (I.R.S. Employer Identification Number)
Three First National Plaza,
Suite 4600,
Chicago, Illinois 60602-4260
(312) 726-2600
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
with a copy to
JANET L. KELLY, ESQ. TIDEWATER JEWISH FOUNDATION
Senior Vice President, Secretary and 7300 Newport Avenue
General Counsel Newport, Virginia 23505
Sara Lee Corporation, Three First Attention: President
National Plaza, Suite 4600,
Chicago, Illinois 60602-4260
(312) 558-8503
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined in light of market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
-----
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. X
---
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ( )
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ( )
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. ( )
CALCULATION OF REGISTRATION FEE
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Title of each Proposed Proposed
class of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered(1) per unit(2) offering price fee
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Common Stock,
$1.331/3 par value
(including Preferred
Stock Purchase
Rights) . . . . . . . 50,000 $34.40 $1,720,000.00 $594.00
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(1) Maximum number of shares which may be offered.
(2) The price per share, estimated solely for purposes of calculating the
registration fee pursuant to Rule 457(c), is based on the average of the
high and low prices per share as reported on the New York Stock Exchange
Composite Transaction Tape on September 26, 1996.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER 2, 1996
PROSPECTUS
SARA LEE CORPORATION
50,000 Shares of Common Stock
(Par Value $1.331/3 Per Share)
------------------
This prospectus (the "Prospectus") relates to up to 50,000 shares (the
"Shares") of common stock, par value $1.331/3 per share (the "Common Stock"), of
Sara Lee Corporation, a Maryland corporation (the "Corporation"), which may be
offered for sale by a certain stockholder of the Corporation (the "Selling
Securityholder") from time to time. The distribution of the Shares by the
Selling Securityholder may be effected from time to time by one or more broker-
dealers, in one or more transactions (which may involve crosses and block
transactions) on the New York Stock Exchange or other stock exchanges on which
the Common Stock is listed pursuant to and in accordance with the rules of such
exchanges, in the over-the-counter market, in negotiated transactions or
otherwise, at prices related to the prevailing market prices or at negotiated
prices. The Registration Statement has been prepared in accordance with an
agreement between the Corporation and the Selling Securityholder.
None of the proceeds from the sale of the Shares will be received by the
Corporation. The Corporation will bear all expenses of the offering, except
that the Selling Securityholder will pay any applicable underwriters'
commissions and expenses, brokerage fees or transfer taxes, as well as the fees
and disbursements of counsel to and experts for the Selling Securityholder. The
Corporation and the Selling Securityholder have agreed to indemnify each other
against certain liabilities, including liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act").
The Common Stock is listed on the New York Stock Exchange, Inc., the
Midwest Stock Exchange, Incorporated, The Pacific Stock Exchange, Incorporated,
The Stock Exchange (London), Bourne (Paris), the Amsterdam Stock Exchange, and
the (Swiss) Stock Exchanges of Zurich, Basel, and Geneva.
Each share of Common Stock (including the Shares) includes one-fourth of
a Right to purchase one one hundredth of a share of Series A Junior
Participating Preferred Stock of the Corporation or, under certain
circumstances, Common Stock or other securities, cash or other assets.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Selling Securityholder, directly or through broker-dealers or agents
designated from time to time, may sell the Shares from time to time on terms to
be determined at the time of sale. To the extent required, the specific Shares
to be sold, the purchase price, the public offering price, the names of any such
broker-dealer or agent, and any applicable commission or discount with respect
to a particular offer will be set forth in an accompanying Prospectus
Supplement. The aggregate proceeds to the Selling Securityholder from the
Shares will be the purchase price of the Shares sold
<PAGE>
less the aggregate agents' commissions and underwriters' discounts, if any, and
other expenses of issuance and distribution not borne by the Corporation. See
"Plan of Distribution."
The Selling Securityholder and any broker-dealer or agent that
participates with the Selling Securityholder in the distribution of the
Shares may be deemed "underwriters" within the meaning of the Securities Act,
and any commission received by them and any profit on the resale of the
Shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The Corporation has agreed to indemnify
the Selling Securityholder and any other person deemed to be an underwriter
with respect to this offering against certain liabilities, including
liabilities under the Securities Act. See "Plan of Distribution." To the
extent required, an accompanying Prospectus Supplement will set forth any
other indemnification arrangements.
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offering hereto contained and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Corporation or the Selling Securityholder. This Prospectus
does not constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make an offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create an
implication that there has been no change in the affairs of the Corporation
since the date hereof.
------------------
The date of this Prospectus is October __, 1996.
Information contained herein is subject to completion amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any State.
<PAGE>
AVAILABLE INFORMATION
The Corporation is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Corporation may be inspected and
copied, at prescribed rates, at the public reference facilities maintained by
the Commission at 450 Fifth Street, 7, Washington, D.C. 20549, and at the
Commission's regional offices at 230 South Dearborn Street, Chicago, Illinois
60604 and 75 Park Place, New York, New York 10017. The Commission also
maintains a site on the World Wide Web as http:\\www.sec.gov that contains
reports, proxies and information statements and other information regarding
registrants that file electronically with the Commission.
Such documents can also be inspected at the offices of the following
stock exchanges on which the Corporation's Common Stock is listed: New York
Stock Exchange, Inc., 11 Wall Street, New York, New York 10005; Midwest Stock
Exchange, Incorporated, 440 South LaSalle Street, Chicago, Illinois 60605; and
The Pacific Stock Exchange, Incorporated, 301 Pine Street, San Francisco,
California 94104.
The Prospectus does not contain all information set forth in the
registration statement to which this Prospectus relates (the "Registration
Statement") and the exhibits thereto which the Corporation has filed with the
Commission under the Securities Act and to which reference is hereby made. The
Corporation will provide without charge to each person, including a beneficial
owner, to whom this Prospectus is delivered, on the written or oral request of
such person, a copy of any or all of the information incorporated by reference
in the Registration Statement other than exhibits to such information (unless
such exhibits are specifically incorporated by reference therein). Such written
requests should be addressed to Sara Lee Corporation, Three First National
Plaza, Suite 4600, Chicago, Illinois 60602-4260, Attention: Janet L. Kelly,
Esq., Senior Vice President, Secretary and General Counsel; telephone number
(312) 558-8503.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission in accordance with the
provisions of the Exchange Act are incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K for the fiscal
year ended June 29, 1996;
(b) All other reports filed by the Corporation pursuant to
Sections 13(a) or 15(d) of the Exchange Act since June 29, 1996; and
(c) The Registration Statement No. 33-18488 filed with 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), as to
Description of the Common Stock of the Corporation only.
All documents filed by the Corporation pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing
such documents.
Any statement 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 Prospectus to the
<PAGE>
extent that a statement contained herein, or in any subsequently filed document
that also is or is 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
Prospectus.
THE CORPORATION
The Corporation is an international manufacturer and marketer of food and
consumer packaged goods. The Corporation's products and services include frozen
baked goods; processed meats; coffee and tea; beverage systems; food and non-
food products distributed to the foodservice industry; hosiery, underwear,
activewear, and other apparel and accessory items; and personal, household and
shoe care products. The principal executive offices of the Corporation are
located at Three First National Plaza, Chicago, Illinois 60602-4260, telephone
number (312) 726-2600.
USE OF PROCEEDS
The Corporation will receive none of the proceeds from the offering and
sale of the Shares.
THE SELLING SECURITYHOLDER
The Selling Securityholder is the owner of 50,000 shares of common stock.
From time to time, the Selling Securityholder will determine the number of the
Shares which it may sell. The determination to sell will depend on a number of
factors, including the price of the Common Stock from time to time. The
information on the following table sets forth the information provided by the
Selling Securityholder as of September 30, 1996, concerning the Selling
Securityholder's ownership of the Shares. The Selling Securityholder
beneficially owns less than one percent of the issued Common Stock. The Selling
Securityholder has not had any position, office, or other material relationship
with the Corporation or any of its affiliates within the past three (3) years.
Shares Shares Which Shares Which May Be
Stockholder Presently Owned May Be Sold Owned After Sale (1)
----------- --------------- ----------- --------------------
Tidewater Jewish
Foundation, Inc. 50,000 50,000 0
(1) The information in this column assumes that the Selling
Securityholder will sell all of its Shares.
20,000 of the Shares were received by the Selling Securityholder as a
contribution on December 15, 1995 (10,000 from each of Steven B. Sandler and
Arthur B. Sandler), and the remaining 30,000 Shares were received as a
contribution on September 30, 1996 (15,000 from each of Steven B. Sandler and
Arthur B. Sandler).
PLAN OF DISTRIBUTION
Any sale of the Shares by the Selling Securityholder will be for its own
account. The Corporation will receive none of the proceeds from the offering of
the Shares.
The distribution of the Shares by the Selling Securityholder may be
effected from time to time directly or by one or more broker-dealers or agents,
in one or more transactions (which may involve crosses and block transactions)
on the New York Stock Exchange, the Pacific Stock Exchange, the Midwest Stock
Exchange or other exchanges on which the Common Stock is listed, pursuant to and
in accordance with the rules of such exchanges, in the over-the-counter market,
in negotiated transactions or otherwise, at prices related to prevailing market
prices or at negotiated prices. In the event that one or more broker-dealers or
agents agree to sell the Shares, they may do
<PAGE>
so by purchasing the Shares as principals or by selling the Shares as agents for
the Selling Securityholder. The Selling Securityholder and any such broker-
dealers or agents that participate in the distribution of the Shares may be
deemed to be underwriters, and any profit on the sale of the Shares by them and
any discounts, commissions or concessions received by them may be deemed to be
underwriting discounts and commissions under the Securities Act. To the extent
required at the time a particular offer of the Shares is made, a supplement to
this Prospectus will be distributed which will set forth the aggregate principal
amount of Shares being offered and the terms of the offering, including the name
or names of any broker-dealers or agents, the purchase price paid by any
underwriter for the Shares purchased from the Selling Securityholder, any
discounts, commissions and other items constituting compensation from the
Selling Securityholder and any discounts, commissions or concessions allowed or
reallowed or paid to broker-dealers, including the proposed selling price to the
public.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the Shares may not simultaneously engage in market-
making activities with respect to the Common Stock for a period of two business
days prior to the commencement of such distribution. In addition and without
limiting the foregoing, the Selling Securityholder will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder
including, without limitation, Rules 10b-6 and 10b-7.
In order to comply with certain states' securities laws, if applicable,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states, the Shares may not be sold
unless the Shares have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and is complied with.
The Corporation will bear all expenses of the offering, except that the
Selling Securityholder will pay any applicable underwriters' commissions and
expenses, brokerage fees or transfer taxes, as well as the fees and
disbursements of counsel to and experts for the Selling Securityholder.
The Corporation has agreed to indemnify the Selling Securityholder and
any other person deemed to be an underwriter with respect to this offering
against certain liabilities, including liabilities arising under the
Securities Act.
The Corporation has agreed to use its best efforts to keep the
Registration Statement, of which this Prospectus is a part, continuously
effective and until the earlier of July 3, 1997 or the date upon which all the
Shares covered by the Registration Statement have been sold pursuant to the
Registration Statement.
EXPERTS
The consolidated financial statements and schedules of the Corporation
incorporated by reference in this Prospectus to the extent and for the periods
indicated in their reports have been audited by Arthur Andersen & Co.,
independent public accountants, and have been incorporated by reference in this
Prospectus in reliance upon the authority of said firm as experts in auditing
and accounting in giving said reports.
<PAGE>
LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Corporation by Janet L. Kelly, Esq., Senior Vice President,
Secretary and General Counsel of the Corporation. As of September 1, 1996, Ms.
Kelly owned 12,002 shares of Common Stock and had the right to acquire 12,333
shares of Common Stock through the exercise of options pursuant to stock option
plans of the Corporation.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses Of Issuance And Distribution.
___________________________________________
The estimated fees and expenses payable by the Corporation in connection
with the issuance and distribution of the Common Stock registered hereunder are
as follows:
Securities and Exchange Commission
registration fee . . . . . . . . . . . . . . . . . . . . . $ 594.00
Legal fees and expenses . . . . . . . . . . . . . . . . . . 500.00*
Accounting fees and expenses. . . . . . . . . . . . . . . . 1,000.00*
Printing fee. . . . . . . . . . . . . . . . . . . . . . . . 1,000.00*
----------
Total fees and expenses $3,094.00
The Corporation has agreed to bear all expenses (other than underwriting
discounts and selling commissions, brokerage fees and transfer taxes, and the
fees and expenses of counsel and other advisors to the Selling Securityholder)
in connection with the registration and sale of the Shares being offered by the
Selling Securityholder.
Item 15. Indemnification Of Directors And Officers.
_________________________________________
Section 2-418 of the Maryland General Corporation Law provides for
indemnification of the Corporation's directors, officers, employees, and agents
under specified circumstances, which may include indemnity against expenses,
including attorneys' fees and judgments, fines, and amounts paid in settlement
under the Securities Act. The Corporation has purchased and maintains insurance
as is permitted by said Section 2-418 on behalf of directors and officers, which
insurance may cover liabilities under the Securities Act. Article V of the By-
Laws of the Corporation provides for such indemnification to the extent and
under the circumstances permitted by said Section 2-418.
Article V of the By-Laws of the Corporation provides as follows:
"Section 1. Right To Indemnification. Subject to the provisions of
________________________
Section 3 of this Article V, the Corporation (a) shall indemnify its directors
and officers, whether serving the Corporation or at its request any other
entity, to the full extent required or permitted by the General Laws of the
State of Maryland now or hereafter in force, including the advance of expenses
under the procedures and to the full extent permitted by law and (b) may
indemnify other employees and agents to such extent, if any, as shall be
authorized by the Board of Directors and be permitted by law.
"Section 2. Time For Payment Enforcement. Any indemnification, or
____________________________
payment of expenses in advance of the final disposition of any proceeding, shall
be made promptly, and in any event within sixty (60) days, upon the written
request of the director or officer entitled to seek indemnification (the
"Indemnified Party"). The right to indemnification and advances hereunder shall
be enforceable by the Indemnified Party in any court of competent jurisdiction
if (i) the Corporation denies such request, in whole or in part, or (ii) no
disposition thereof is made within 60 days. The Indemnified Party's costs and
expenses incurred in connection with successfully establishing his or her right
to indemnification, in whole or in part, in any such action shall also be
indemnified by the Corporation.
"Section 3. Standard Of Conduct. Anything in these By-Laws to the
___________________
contrary notwithstanding, except in circumstances where indemnification is
required under the General Laws of the State of Maryland now or hereafter in
force, no indemnification of a director or officer may be
<PAGE>
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 proved that:
"(a) The act or omission of the director or officer was material to the
cause of action 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 act or omission was unlawful.
"Section 4. General. The indemnification and advance of expenses
_______
provided by this By-Law shall not be deemed exclusive of any other rights to
which a person seeking indemnification or advance of expenses may be entitled
under any law (common or statutory), or any agreement, vote of stockholders or
disinterested directors or other provision that is not contrary to law, both as
to action in his official capacity and as to action in another capacity while
holding office or while employed by or acting as agent for the Corporation,
shall continue in respect of all events occurring while a person was a director
or officer after such person has ceased to be a director or officer, and shall
inure to the benefit of the estate, heirs, executors and administrators of such
person. All rights to indemnification and advance of expenses hereunder shall
be deemed to be a contract between the Corporation and each director or officer
of the Corporation who serves or served in such capacity at any time while this
By-Law is in effect.
"Section 5. Effective Time. This By-Law shall be effective from and
______________
after the date of its adoption (August 26, 1988) and shall apply to all
proceedings arising prior to or after such date, regardless of whether relating
to facts or circumstances occurring prior to or after such date. Nothing herein
shall prevent an amendment of this By-Law, provided that no such amendment shall
diminish the rights of any person hereunder with respect to events occurring or
claims made before the adoption of such amendment or as to claims made after
such adoption in respect of events occurring before such adoption.
"Section 6. Further Action. The Board of Directors may take such
______________
action as is necessary to carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend from time to time such
resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by law."
Item 16. List Of Exhibits.
________________
4.1 Articles of Restatement of Charter of the registrant, dated April
9, 1990, defining the rights of holders of the registrant's
securities, incorporated by reference to Exhibit 4.1 of
Registration Statement No. 33-35760 on Form S-8 filed with the
Commission on July 6, 1990.
<PAGE>
4.2 Articles Supplementary to the Charter of the registrant, dated May
18, 1990, defining the rights of holders of the registrant's
securities, incorporated by reference to Exhibit 4.2 of the
registration statement on Form S-8 filed with the Commission on
November 1, 1990.
4.3 Amended By-Laws of the registrant, dated August 29, 1996, defining
the rights of holders of the registrant's securities incorporated
by reference to Exhibit (3b) of the registrant's Annual Report on
Form 10-K for the fiscal year ended June 29, 1996.
4 Rights Agreement dated as of April 28, 1988 between the
Corporation and the First National Bank of Chicago as Rights
Agent, (incorporated by reference to the 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).
5 Opinion of Janet L. Kelly, Esq., Senior Vice President, Secretary
and General Counsel.
24.1 Consent of Arthur Andersen & Co.
24.2 Consent of Janet L. Kelly, Esq. (contained in the opinion
appearing as Exhibit 5).
25 Powers of Attorney (contained on the signature page).
Item 17. Undertakings.
____________
(a) Rule 415 Offering
The undersigned registrant hereby undertakes:
Section 1. To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
Section 2. 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.
Section 3. To remove from registration by means of a post-effective
amendment to the Registration Statement any of the securities being registered
which remain unsold at the termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by
Reference.
The undersigned registrant hereby undertakes that, for the 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 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.
<PAGE>
(c) Policy Regarding Indemnification.
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 described under Item 15, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer, or
controlling person of the registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Chicago, Illinois on the 29th day of August, 1996.
SARA LEE CORPORATION
By: /s/ Janet Langford Kelly
--------------------------
Janet Langford Kelly
Senior Vice President, Secretary
and General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Janet Langford Kelly, Judith A. Sprieser and R.
Henry Kleeman, and each of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same with all Exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming that all said attorneys-in-fact and agents or
any of them, or their or his or her substitute and substitutes, may lawfully do
or cause to be done by virtue hereof. This power of Attorney may be signed in
several counterparts.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on August 29, 1996.
Signatures Capacity
---------- --------
/s/ Chairman of the Board,
- ----------------------------------- Chief Executive Officer
John H. Bryan and Director
<PAGE>
/s/ Vice Chairman and Chief
- ----------------------------------- Administrative Officer
Michael E. Murphy and Director
/s/ Executive Vice President
- ----------------------------------- and Director
Donald J. Franceschini
/s/ Executive Vice President
- ----------------------------------- and Director
C. Steven McMillan
/s/ Director
- -----------------------------------
Paul A. Allaire
/s/ Director
- -----------------------------------
Frans H.J.J. Andriessen
/s/ Director
- -----------------------------------
Duane L. Burnham
/s/ Director
- -----------------------------------
Charles W. Coker
/s/ Director
- -----------------------------------
Willie D. Davis
/s/ Director
- -----------------------------------
Allen F. Jacobson
/s/ Director
- -----------------------------------
Vernon E. Jordan, Jr.
/s/ Director
- -----------------------------------
James L. Ketelsen
/s/ Director
- -----------------------------------
Hans B. van Liemt
/s/ Director
- -----------------------------------
Joan D. Manley
/s/ Director
- -----------------------------------
Newton N. Minow
/s/ Director
- -----------------------------------
Sir Arvi H. Parbo
<PAGE>
/s/ Director
- -----------------------------------
Rozanne L. Ridgway
/s/ Director
- -----------------------------------
Richard L. Thomas
<PAGE>
Exhibits Index
______________
Page
4.1 Articles of Restatement of Charter of the registrant, dated ----
April 9, 1990, defining the rights of holders of the registrant's
securities, incorporated by reference to Exhibit 4.1 of Registration
Statement No. 33-35760 on Form S-8 filed with the Commission on July
6, 1990.
4.2 Articles Supplementary to the Charter of the registrant, dated ----
May 18, 1990, defining the rights of holders of the registrant's
securities, incorporated by reference to Exhibit 4.2 of the registration
statement on Form S-8 filed with the Commission on November 1, 1990.
4.3 Amended By-Laws of the registrant, dated August 29, 1996, ----
defining the rights of holders of the registrant's securities
incorporated by reference to Exhibit (3b) of the registrant's Annual
Report on Form 10-K for the fiscal year ended June 29, 1996.
4 Rights Agreement dated as of April 28, 1988 between the ----
Corporation and the First National Bank of Chicago as Rights Agent,
(incorporated by reference to the 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).
5 Opinion of Janet L. Kelly, Esq., Senior Vice President, ----
Secretary and General Counsel.
24.1 Consent of Arthur Andersen & Co. ----
24.2 Consent of Janet L. Kelly, Esq. (contained in the opinion ----
appearing as Exhibit 5).
25 Powers of Attorney (contained on signature page). ----
<PAGE>
October 1, 1996
Board of Directors
Sara Lee Corporation
Three First National Plaza
Chicago, IL 60602-4260
Re: Sara Lee Corporation
Registration Statement on Form S-3
Dear Ladies and Gentlemen:
As General Counsel of Sara Lee Corporation, a Maryland corporation (the
"Company"), I have participated in the preparation and the filing by the
Company of a Registration Statement on Form S-3 (the "Registration Statement")
in connection with the registration under the Securities Act of 1933, as
amended, of 50,000 shares of the Company's common stock, par value $1.33-1/3 per
share ("Common Stock") to be offered and sold by the Tidewater Jewish Foundation
(the "Selling Stockholder"). The Board of Directors of the Company, by
resolutions duly adopted on August 29, 1996, approved the execution and filing
of the Registration Statement. All capitalized terms not otherwise defined
herein have the same meanings set forth in the Registration Statement.
I have examined such agreements, documents, instruments and records as I deemed
necessary or appropriate under the circumstances for me to express the opinion
set forth below. Based upon and subject to the foregoing, it is my opinion that
the Common Stock when sold by the Selling Stockholder in the manner referred to
in the Registration Statement, will be duly authorized and validly issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Corporation's Registration Statement on Form S-3
relating to the Common Stock and to the reference made to me under the heading
"Legal Matters" set forth in the Prospectus forming a part of the Registration
Statement.
Very truly yours,
Janet Langford Kelly
Senior Vice President, Secretary and General Counsel
<PAGE>
EXHIBIT 24.1
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 29, 1996
included in Sara Lee Corporation's Form 10-K for the fiscal year ended June 29,
1996 and to all references to our Firm included in this registration statement.
Signed: Arthur Anderson, LLP
Chicago, Illinois
October 1, 1996
