<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SARA LEE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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MARYLAND THREE FIRST NATIONAL 36-2089049
(STATE OF PLAZA (I.R.S. EMPLOYER
INCORPORATION) SUITE 4600 IDENTIFICATION NUMBER)
CHICAGO, ILLINOIS 60602-
4260
(312) 726-2600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
JANET LANGFORD KELLY, ESQ.
SENIOR VICE PRESIDENT,
SECRETARY AND GENERAL COUNSEL
SARA LEE CORPORATION
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, ILLINOIS 60602-4260
(312) 726-2600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement as
determined in light of market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT MAXIMUM AGGREGATE AMOUNT OF
OF SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Debt Securities(3)..... 100%
Warrants to Purchase
Debt Securities(4).... --
Common Stock, par value
$1.33 1/3 per
share(5).............. $500,000,000(1) -- $500,000,000(1) $151,515.15
Warrants to Purchase
Common Stock.......... --
Preferred Stock, no par
value per share(6).... --
Currency Warrants...... --
</TABLE>
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(1) In U.S. dollars or the equivalent thereof in foreign currency or currency
units.
(2) Estimated solely for the purpose of calculating the registration fee. The
aggregate public offering price of the Debt Securities, Warrants to
Purchase Debt Securities, Common Stock, Warrants to Purchase Common Stock,
Preferred Stock and Currency Warrants registered hereby will not exceed
$500,000,000 in U.S. dollars or the equivalent thereof in foreign currency
or currency units.
(3) May be issued at an original issue discount.
(4) Warrants for the purchase of Debt Securities may be offered and sold
separately or together with other Debt Securities.
(5) Such indeterminate number of shares of Common Stock as may from time to
time be issued at indeterminate prices. The Common Stock includes
Preferred Stock Purchase Rights which, prior to the occurrence of certain
events, will not be exercisable or evidenced separately from the Common
Stock.
(6) Such indeterminate number of shares of Preferred Stock as may from time to
time be issued at indeterminate prices.
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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.
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<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 20, 1996
PROSPECTUS
$500,000,000
SARA LEE CORPORATION
DEBT SECURITIES, DEBT WARRANTS, COMMON STOCK,
STOCK WARRANTS, PREFERRED STOCK AND CURRENCY WARRANTS
----------------
Sara Lee Corporation (the "Company") may offer from time to time (i) debt
securities (the "Debt Securities"), (ii) warrants to purchase Debt Securities
(the "Debt Warrants"), (iii) shares of its common stock, par value $1.33 per
share (the "Common Stock"), (iv) warrants to purchase shares of its Common
Stock (the "Stock Warrants"), (v) shares of its preferred stock, no par value
per share (the "Preferred Stock"), and (vi) warrants to receive from the
Company the cash value in U.S. dollars of the right to purchase ("Currency
Call Warrants") or to sell ("Currency Put Warrants," and, together with the
Currency Call Warrants, the "Currency Warrants") such foreign currency or
currency units as shall be designated by the Company at the time of the
offering. The Debt Securities, Debt Warrants, Common Stock, Stock Warrants,
Preferred Stock and Currency Warrants (collectively, the "Securities"), may be
offered either together or separately and will be offered in amounts, at
prices and on terms to be determined at the time of offering. The Securities
offered pursuant to this Prospectus may be issued in one or more series or
issuances and will be limited to $500,000,000 aggregate public offering price
(or the equivalent in foreign currency or currency units).
Certain specific terms of the particular Securities in respect of which this
Prospectus is being delivered (the "Offered Securities") are set forth in the
accompanying Prospectus Supplement (the "Prospectus Supplement"), including,
where applicable, the initial public offering price of the Securities, the
listing on any securities exchange, other special terms, and (i) in the case
of Debt Securities, the specific designation, aggregate principal amount, the
denomination, maturity, premium, if any, the rate (which may be fixed or
variable), time and method of calculating payment of interest, if any, the
place or places where principal of, premium, if any, and interest, if any, on
such Debt Securities will be payable, the currency in which principal of,
premium, if any, and interest, if any, on such Debt Securities will be
payable, any terms of redemption at the option of the Company or the holder,
any sinking fund provisions and any terms for conversion into Common Stock,
(ii) in the case of Debt Warrants and Stock Warrants, the Debt Securities and
Common Stock, respectively, for which each such Warrant is exercisable, the
exercise price, duration, detachability, and call provisions, (iii) in the
case of Preferred Stock, the specific title and stated value, any dividend,
liquidation, redemption, voting and other rights and any terms for exchange
for Debt Securities or conversion into Common Stock, and (iv) in the case of
Currency Warrants, the base foreign currency or currency units, the formula
for determining the cash settlement value, if any, the procedures and
conditions relating to exercise and any circumstances under which there will
be deemed to be an automatic exercise. If so specified in the applicable
Prospectus Supplement, Offered Securities may be issued in whole or in part in
the form of one or more temporary or permanent global securities.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The Company may sell the Securities to or through underwriters or dealers,
and also may sell Securities directly to other purchasers or through agents.
See "Plan of Distribution." The Prospectus Supplement sets forth the names of
any underwriters, dealers or agents involved in the sale of the Offered
Securities in respect of which this Prospectus is being delivered and any
applicable fee, commission or discount arrangement with them.
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
----------------
The date of this Prospectus is December , 1996.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR BY ANY UNDERWRITER, AGENT OR DEALER. NEITHER THE
DELIVERY OF THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS
CORRECT AT ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THEREOF. THIS PROSPECTUS
AND THE PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
and at the following regional offices of the Commission: Seven World Trade
Center, 13th Floor, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Chicago, Illinois 60661. Copies of such materials may be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. Such documents may
also be inspected at the offices of The New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005; the Chicago Stock Exchange,
Incorporated, 440 South LaSalle Street, Chicago, Illinois 60605; and The
Pacific Stock Exchange, Incorporated, 301 Pine Street, San Francisco,
California 94104.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission pursuant to the
Exchange Act and are incorporated by reference into this Prospectus and made a
part hereof:
(i) the Company's Annual Report on Form 10-K for the fiscal year ended
June 29, 1996;
(ii) the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 28, 1996; and
(iii) Registration Statement No. 33-18488 filed with the Commission on
November 12, 1987, and Registration Statement on Form 8-A (File No. 1-3344)
filed with the Commission on May 11, 1988 (as amended by Form 8 thereto
filed with the Commission on November 15, 1989), as to the description of
the Common Stock of the Company only.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Securities offered hereby shall be deemed
to be incorporated by reference in this Prospectus or any Prospectus
Supplement and to be a part hereof and thereof from the respective dates of
filing of such documents; provided, however, that the Report of the
Compensation and Employee Benefits Committee on Executive Compensation and the
Performance Graph contained in any Proxy Statement of the Company shall not be
so deemed incorporated by reference. Any statement contained in a document
incorporated or deemed incorporated by reference in this Prospectus or any
Prospectus Supplement shall be deemed to be modified or superseded for
purposes of this Prospectus or such Prospectus Supplement to the extent that a
statement contained herein, therein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference in this
Prospectus or in such Prospectus Supplement, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus or any
Prospectus Supplement.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the foregoing documents incorporated herein by reference (other than exhibits
to such documents, unless such exhibits are specifically incorporated by
reference into such documents). Requests for such documents should be directed
to Sara Lee Corporation, Three First National Plaza, Chicago, Illinois 60602-
4260, Attention: Corporate Secretary (telephone (312) 726-2600).
3
<PAGE>
THE COMPANY
The Company was founded in 1939 and is incorporated under the laws of the
state of Maryland. The Company is an international manufacturer and marketer
of food and consumer packaged goods. The Company's products and services
include frozen baked goods; processed meats; coffee and tea; beverage systems;
food and non-food products distributed to the foodservice industry; hosiery,
underwear, activewear, and other apparel and accessory items; and personal,
household and shoe care products. The principal executive offices of the
Company are located at Three First National Plaza, Chicago, Illinois 60602-
4260, telephone number (312) 726-2600.
USE OF PROCEEDS
Unless otherwise indicated in an accompanying Prospectus Supplement, the net
proceeds to be received by the Company from the sale of the Securities will be
available for general corporate purposes of the Company and may be used for
repayment of short-term debt, future acquisitions, capital expenditures and
working capital.
RISK FACTORS RELATING TO CURRENCIES AND CURRENCY WARRANTS
Debt Securities and Debt Warrants denominated or payable in foreign
currencies and Currency Warrants may entail significant risks. These risks
include, without limitation, the possibility of significant fluctuations in
foreign currency exchange rates. These risks may vary depending upon the
currency or currencies involved, and in the case of any Currency Warrants, the
particular form of such Currency Warrants. These risks will be more fully
described in the Prospectus Supplement relating thereto.
RATIOS
The following table sets forth the consolidated ratios of earnings to fixed
charges and ratios of earnings to fixed charges and preferred stock dividends
for the periods indicated. Fixed charges consist of interest expense,
amortization of deferred debt charges and the portion of rent expense
representative of interest costs.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------------
FISCAL YEAR ENDED(1) SEPTEMBER 30, SEPTEMBER 28,
------------------------------ ------------- -------------
1992(2) 1993 1994(3) 1995 1996 1995 1996
------- ---- ------- ---- ---- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to
Fixed Charges.......... 5.8 5.7 2.5 4.9 5.6 4.5 5.3
Ratio of Earnings to
Fixed Charges and
Preferred Stock
Dividends.............. 4.9 4.8 2.2 4.3 4.0 4.0 4.7
</TABLE>
- --------
(1) The Company's fiscal year ends on the Saturday nearest June 30.
(2) During the first quarter of fiscal 1992, the Company sold its over-the-
counter pharmaceutical business for a pre-tax gain of $412 million. During
the same quarter, the board of directors approved a series of plans to
restructure principally the U.S. food operations. The restructuring
included the sale of assets and reconfiguration of facilities, and certain
employee costs. The provision for such restructuring was $190 million. The
above transactions resulted in a net pre-tax gain of $222 million.
(3) During the fourth quarter of fiscal 1994, the board of directors approved
a series of plans to restructure the Company's businesses designed to
accelerate the achievement of higher returns and lower costs throughout
all four of its lines of business. The restructuring involved a fourth
quarter charge of $732 million before taxes.
4
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The Debt Securities may be issued in one or more series under an Indenture,
dated as of October 2, 1990 (the "Indenture"), between the Company and
Continental Bank, N.A., now known as First Trust of Illinois, National
Association, as Trustee (the "Trustee"). A copy of the Indenture is filed as
an exhibit to the Registration Statement of which this Prospectus is a part.
The following summaries of certain provisions of the Indenture do not purport
to be complete and are subject to, and are qualified in their entirety by
reference to, all the provisions of the Indenture, including the definition
therein of certain capitalized terms not defined herein.
GENERAL
The Indenture does not limit the aggregate principal amount of Debt
Securities which can be issued thereunder and provides that Debt Securities of
any series may be issued thereunder up to the aggregate principal amount which
may be authorized from time to time by the Company. The Indenture does not
limit the aggregate principal amount of other indebtedness or securities which
may be issued by the Company. All Debt Securities will be unsecured and will
rank pari passu with all other unsecured and unsubordinated indebtedness of
the Company, provided that such other unsecured and unsubordinated
indebtedness may contain covenants, events of default and other provisions
which are different from or which are not contained in the Debt Securities.
Reference is made to the Prospectus Supplement for the following terms of
each series of Debt Securities in respect of which this Prospectus is being
delivered: (1) designation and aggregate principal amount and authorized
denominations of such Debt Securities; (2) the purchase price of such Debt
Securities (expressed as a percentage of the principal amount thereof); (3)
the date or dates on which such Debt Securities will mature or the method of
determining such date or dates; (4) the rate or rates (which may be fixed or
variable) at which such Debt Securities will bear interest, if any, or the
method of calculating such rate or rates, and the date, dates, or the method
of determining such date or dates, from which such interest, if any, will
accrue; (5) the date or dates on which any such interest will be payable and
the record date or dates therefore; (6) the currency, currencies or composite
currencies for which such Debt Securities may be purchased and/or in which
principal and interest, premium, and Additional Amounts (as defined below), if
any, will or may be payable; (7) whether such Debt Securities may be issued in
temporary or permanent global form and, if so, the initial Depositary with
respect to such global Debt Security; (8) the person to whom any interest on a
Registered Security is payable, if other than the registered holder thereof,
or the manner in which any interest is payable on a Bearer Security if other
than upon presentation of the coupons pertaining thereto, as the case may be;
(9) whether and under what circumstances the Company will pay additional
amounts ("Additional Amounts") in respect of such Debt Securities held by a
person who is not a United States Person (as defined in the Prospectus
Supplement, as applicable) in respect of specified taxes, assessments or other
governmental charges and whether the Company has the option to redeem the
affected Debt Securities rather than pay such Additional Amounts; (10) the
terms of any mandatory or optional redemption (including any sinking fund) and
any remarketing arrangements related thereto; (11) any addition to, or
modification or deletion of, any Event of Default or any covenant specified in
the Indenture with respect to such Debt Securities; (12) if other than the
principal amount thereof, the portion of the principal amount of such Debt
Securities which will be payable upon declaration of the acceleration of the
maturity thereof or the method by which such portion shall be determined; and
(13) any other specified terms of such Debt Securities.
Principal, interest and premium and Additional Amounts, if any, will be
payable in the manner, at the places and subject to the restrictions set forth
in the Indenture, the Debt Securities and the Prospectus Supplement relating
thereto.
Unless otherwise specified in the applicable Prospectus Supplement, Debt
Securities will be issued in fully registered form without coupons. Where Debt
Securities of any series are issued in bearer form, the special restrictions
and considerations, including special offering restrictions and special
Federal income tax considerations, applicable to any such Debt Securities and
to payment on and transfer and exchange of such Debt Securities will be
described in the applicable Prospectus Supplement.
5
<PAGE>
Debt Securities may be sold at a substantial discount below their stated
principal amount, bearing no interest or interest at a rate which at the time
of issuance is below market rates. Certain federal income tax consequences and
special considerations applicable to any such Debt Securities will be described
in the applicable Prospectus Supplement.
If the purchase price of any Debt Securities is payable in one or more
foreign currencies or currency units or if any Debt Securities are denominated
in one or more foreign currencies or currency units or if the principal of,
premium, if any, or interest, if any, on any Debt Securities is payable in one
or more foreign currencies or currency units, the restrictions, elections,
certain federal income tax considerations, specific terms and other information
with respect to such issue of Debt Securities and such foreign currency or
currency units will be set forth in the applicable Prospectus Supplement.
Debt Securities may be presented for exchange, and registered Debt Securities
may be presented for transfer, in the manner, at the places and subject to the
restrictions set forth in the Indenture, the Debt Securities and the Prospectus
Supplement relating thereto. Debt Securities in bearer form and the coupons, if
any, appertaining thereto will be transferable by delivery. No service charge
will be made for any transfer or exchange of Debt Securities, but the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. (Section 2.9)
Unless otherwise indicated in the applicable Prospectus Supplement, the
covenants contained in the Indenture and the Debt Securities would not
necessarily afford holders of the Debt Securities protection in the event of a
highly leveraged or other transaction involving the Company that may adversely
affect holders.
FORM, REGISTRATION, TRANSFER AND EXCHANGE
The Debt Securities of a series may be issued solely as Registered
Securities, solely as Bearer Securities (with or without coupons attached) or
as both Registered Securities and Bearer Securities. Debt Securities of a
series may be issuable in whole or part in the form of one or more global Debt
Securities, as described below under "Global Securities."
Registered Securities of any series will be exchangeable for other Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor. In addition, if Debt Securities of any
series are issuable as both Registered Securities and as Bearer Securities, at
the option of the holder, subject to the terms of the Indenture, Bearer
Securities (accompanied by all unmatured coupons, except as provided below, and
all matured coupons in default) of such series will be exchangeable for
Registered Securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor. Unless otherwise indicated in the
applicable Prospectus Supplement, any Bearer Security surrendered in exchange
for a Registered Security between a record date or a special record date for
defaulted interest and the relevant date for payment of interest will be
surrendered without the coupon relating to such date for payment of interest
and interest will not be payable in respect of the Registered Security issued
in exchange for such Bearer Security, but will be payable only to the holder of
such coupon when due in accordance with the terms of the Indenture. Bearer
Securities will not be issued in exchange for Registered Securities. (Section
2.9)
Debt Securities may be presented for exchange as provided above, and unless
otherwise indicated in the applicable Prospectus Supplement, Registered
Securities may be presented for registration of transfer (duly endorsed, or
accompanied by a duly executed written instrument of transfer), at the office
of any transfer agent designated by the Company for such purpose with respect
to any series of Debt Securities and referred to in the applicable Prospectus
Supplement, without service charge and upon payment of any taxes and other
governmental charges as described in the Indenture. Such transfer or exchange
will be effected upon such transfer agent being satisfied with the documents of
title and identity of the person making the request. The Company may at any
time rescind the designation of any transfer agent except that the Company will
be required to maintain a transfer agent in New York, New York or Chicago,
Illinois for each series of Debt Securities. The Company may at any time
designate additional transfer agents with respect to any series of Debt
Securities. (Section 3.2)
6
<PAGE>
In the event of any redemption of Debt Securities of any series, the Company
will not be required to (i) register the transfer of or exchange Debt
Securities of that series during a period of 15 days next preceding the mailing
of the relevant notice of redemption or the first publication of the relevant
notice of redemption, as the case may be; (ii) register the transfer of or
exchange any Registered Security, or portion thereof, called for redemption,
except the unredeemed portion of any Registered Security being redeemed in
part; or (iii) exchange any Bearer Security called for redemption, except to
exchange such Bearer Security for a Registered Security of that series and of
like tenor and principal amount that is immediately surrendered for redemption.
(Section 2.9)
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of principal of and interest, if any, on Registered Securities will be made at
the office of such paying agent or paying agents as the Company may designate
from time to time, except that at the option of the Company payment of any
interest may be made (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Debt Security register or (ii) by
wire transfer to an account maintained by the Person entitled thereto as
specified in the Debt Security register. Unless otherwise indicated in an
applicable Prospectus Supplement, payment of any installment of interest on
Registered Securities will be made to the Person in whose name such Registered
Security is registered at the close of business on the record date for such
interest.
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of principal of and interest, if any, on Bearer Securities will be payable,
subject to any applicable laws and regulations, at the offices of such paying
agents outside the United States as the Company may designate from time to
time, or by check or by transfer to an account maintained by the payee outside
the United States. Unless otherwise indicated in the applicable Prospectus
Supplement, any payment of interest on any Bearer Securities will be made only
against surrender of the coupon relating to such interest installment.
Any paying agents in or outside the United States initially designated by the
Company for the Debt Securities will be named in the applicable Prospectus
Supplement. The Company may at any time designate additional paying agents or
rescind the designation of any paying agent except that, if Debt Securities of
a series are issuable only as Registered Securities, the Company will be
required to maintain a paying agent in New York, New York or Chicago, Illinois
for such series and, if Debt Securities of a series are issuable as Bearer
Securities, the Company will be required to maintain (i) a paying agent in New
York, New York, or Chicago, Illinois, for payments with respect to any
Registered Securities of the series (and for payments with respect to Bearer
Securities of the series in the circumstances described in the Indenture, but
not otherwise), and (ii) a paying agent in a city located outside the United
States where Debt Securities of such series and any related coupons may be
presented and surrendered for payment (including any city in which such agency
is required to be maintained under the rules of any stock exchange on which the
Debt Securities of such series are listed). (Section 3.2)
All monies paid by the Company to a paying agent for the payment of principal
of or interest, if any, on any Debt Security which remain unclaimed at the end
of two years after such principal or interest shall have become due and payable
will be repaid to the Company and the holder of such Debt Security or any
coupon will thereafter look only to the Company for payment thereof. (Section
10.5)
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in global
form. A Debt Security in global form will be deposited with, or on behalf of, a
Depositary, which will be identified in the applicable Prospectus Supplement. A
global Debt Security may be issued in either registered or bearer form and in
either temporary or permanent form. A Debt Security in global form may not be
transferred except as a whole by the Depositary for such Debt Security to a
nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by such Depositary or any
such nominee to a successor of such Depositary or a nominee of such successor.
If any Debt Securities of a series are issuable in global form, the applicable
Prospectus Supplement will describe the circumstances, if any, under which
beneficial owners of
7
<PAGE>
interests in any such global Debt Security may exchange such interests for
definitive Debt Securities of such series and of like tenor and principal
amount in any authorized form and denomination, the manner of payment of
principal of and interest, if any, on any such global Debt Security and the
specific terms of the depositary arrangement with respect to any such global
Debt Security. (Sections 2.2 and 2.9)
CERTAIN COVENANTS OF THE COMPANY
Restrictions on Secured Debt. Unless otherwise provided in the Prospectus
Supplement with respect to any series of the Debt Securities, if the Company or
any Domestic Subsidiary (as defined below) shall incur, assume or guarantee any
indebtedness for borrowed money secured by a mortgage, pledge or other lien on
any Principal Domestic Property (as defined below) or on any shares of stock or
debt of any Domestic Subsidiary, the Company shall secure, or cause such
Domestic Subsidiary to secure, the Debt Securities equally and ratably, with
(or prior to) such indebtedness, unless after giving effect thereto the
aggregate amount of all such indebtedness so secured, together with all
Attributable Debt (as defined below) in respect of sale and leaseback
transactions involving Principal Domestic Properties, would not exceed 10% of
the Consolidated Stockholders' Equity (as defined below) of the Company. This
restriction will not apply to, and there shall be excluded in computing secured
indebtedness for the purpose of such restriction, indebtedness secured by (a)
mortgages on property of, or on any shares of stock or debt of, any corporation
existing at the time such corporation is merged or consolidated with the
Company or a Domestic Subsidiary or at the time of a sale, lease or other
disposition of the properties of such corporation (or a division thereof) as an
entirety or substantially as an entirety to the Company or a Domestic
Subsidiary or at the time such corporation becomes a Domestic Subsidiary, (b)
mortgages securing indebtedness of a Domestic Subsidiary to the Company or to
another Domestic Subsidiary, (c) mortgages in favor of U.S. governmental bodies
to secure partial, progress, advance or other payments, (d) mortgages on
property, shares of stock or debt existing at the time of acquisition thereof
(including acquisition through merger or consolidation), purchase money
mortgages and construction cost mortgages, (e) mortgages existing on the first
date on which a Debt Security is authenticated by the Trustee and (f) any
extension, renewal or refunding of any mortgage referred to in the foregoing
clauses (a) through (e), inclusive. (Section 3.6)
The term "Subsidiary" of the Company means a corporation a majority of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company and/or one or more subsidiaries of the Company. The term "Domestic
Subsidiary" means a Subsidiary of the Company except a Subsidiary which neither
transacts any substantial portion of its business nor regularly maintains any
substantial portion of its fixed assets within the United States or which is
engaged primarily in financing the operations of the Company and its
Subsidiaries. The term "Principal Domestic Property" means any facility
(together with the land on which it is erected and fixtures comprising a part
thereof) used primarily for manufacturing, processing, or distribution, located
in the United States, owned or leased by the Company or a Subsidiary of the
Company and having a gross book value in excess of 1% of Consolidated
Stockholders' Equity, other than any such facility or portion thereof which, in
the opinion of the Board of Directors of the Company, is not of material
importance to the total business conducted by the Company and its Subsidiaries
as an entirety. The term "Consolidated Stockholders' Equity" means common and
preferred stockholders' equity and minority interests as shown on the
consolidated balance sheet of the Company and its Subsidiaries contained in the
latest quarterly or annual report to the stockholders of the Company prepared
in accordance with generally accepted accounting principles. The term
"Attributable Debt" means the present value (discounted at the applicable rate
per annum compounded annually) of the obligations for rental payments required
to be paid during the remaining terms of any lease. The applicable rate is
equal to the yield to maturity of the U.S. Treasury constant maturity which
most closely approximates the weighted average of the remaining terms of all
leases, plus l.5%.
Restrictions on Sales and Leasebacks. Unless otherwise provided in the
Prospectus Supplement with respect to any series of the Debt Securities,
neither the Company nor any Domestic Subsidiary may enter into any sale and
leaseback transaction involving any Principal Domestic Property, the completion
of construction and commencement of full operation of which has occurred more
than 120 days prior thereto, unless (a) the Company or such Domestic Subsidiary
could incur a mortgage on such property under the restrictions described above
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under "Restrictions on Secured Debt" in an amount equal to the Attributable
Debt with respect to the sale and leaseback transaction without equally ratably
securing the Debt Securities or (b) the Company, within 120 days, applies to
the retirement of its funded debt (defined as indebtedness for borrowed money
having a maturity of, or by its terms extendible or renewable for, a period of
more than 12 months after the date of determination of the amount thereof) an
amount not less than the greater of (i) the net proceeds of the sale of the
Principal Domestic Property leased pursuant to such arrangement or (ii) the
fair value of the Principal Domestic Property so leased (subject to credits for
certain voluntary retirements of funded debt). This restriction will not apply
to any sale and leaseback transaction (a) between the Company and a Domestic
Subsidiary or between Domestic Subsidiaries or (b) involving the taking back of
a lease for a period of less than five years. (Section 3.7)
EVENTS OF DEFAULT
As to any series of Debt Securities, an Event of Default is defined in the
Indenture as being: (a) default for 30 days in payment of any interest or
Additional Amounts on the Debt Securities of such series; (b) default in
payment of principal or premium, if any, on the Debt Securities of such series
when due either at maturity, upon redemption, by declaration or otherwise
(except a failure to make payment resulting from mistake, oversight or transfer
difficulties not continuing for more than 3 Business Days beyond the date on
which such payment is due); (c) default in payment of any sinking fund
installment when due and payable (except a failure to make payment resulting
from mistake, oversight or transfer difficulties not continuing for more than 3
Business Days beyond the date on which such payment is due); (d) default by the
Company in the performance of any other covenant or warranty contained in the
Debt Securities of such series or in the Indenture for the benefit of such
series for a period of 90 days after notice thereof; or (e) certain events of
bankruptcy or insolvency of the Company. (Section 5.1)
The Indenture provides that (1) if an Event of Default described in clause
(a), (b), (c) or, in the event of a default with respect to less than all
outstanding series, (d) above shall have occurred and be continuing with
respect to one or more series, either the Trustee or the holders of 25 percent
in principal amount of the Debt Securities of such series then outstanding
(each such series voting as a separate class) may declare the principal (or, in
the case of original issue discount Debt Securities, the portion thereof
specified in the terms thereof) of all outstanding Debt Securities of such
series and the interest accrued thereon and Additional Amounts payable in
respect thereof, if any, to be due and payable immediately and (2) if an Event
of Default described in clause (d) (in the event of a default with respect to
all outstanding series) or (e) above shall have occurred and be continuing,
either the Trustee or the holders of 25 percent in principal amount of all Debt
Securities then outstanding (voting as one class) may declare the principal
(or, in the case of original issue discount Debt Securities, the portion of the
principal amount thereof specified in the terms thereof) of all Debt Securities
then outstanding and the interest accrued thereon and Additional Amounts
payable in respect thereof, if any, to be due and payable immediately, but upon
certain conditions such declarations may be annulled and past defaults (except
for defaults in the payment of principal of, or premium, interest or Additional
Amounts, if any, on such Debt Securities) may be waived by the holders of a
majority in principal amount of the Debt Securities of such series (or of all
series, as the case may be) then outstanding. (Sections 5.1 and 5.10)
MODIFICATION OF THE INDENTURE
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than 50% in principal amount of the
Debt Securities at the time outstanding in each series affected by such
modifications, to modify the Indenture or any supplemental indenture or the
rights of the holders of such Debt Securities; provided that no such
modification shall (i) extend the final maturity of any Debt Security, or
reduce the principal amount thereof or any premium thereon, or reduce the rate
or extend the time of payment of any interest or Additional Amounts thereon, or
reduce any amount payable upon redemption thereof, or reduce the portion of the
principal amount of an original issue discount Debt Security due and payable
upon acceleration of the maturity thereof or the portion of the principal
amount thereof provable in bankruptcy or impair or affect the right of a holder
to institute suit for the payment thereof or the right of repayment, if any, at
the option of the
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holder of a Debt Security, or make the principal of, or interest, premium or
Additional Amounts, if any, on, any Debt Security payable in any coin,
currency or currency unit other than that provided in such Debt Security,
without the consent of the holder of each Debt Security so affected, or (ii)
reduce the aforesaid percentage of Debt Securities of any series, the consent
of the holders of which is required for any such modification, without the
consent of the holder of each Debt Security so affected. (Section 8.2)
The Indenture also permits the Company and the Trustee to amend the
Indenture in certain circumstances without the consent of the holders of Debt
Securities to evidence the merger of the Company or the replacement of the
Trustee and for certain other purposes. (Section 8.1)
DEFEASANCE
Unless otherwise specified in an applicable Prospectus Supplement, if the
Company deposits or causes to be deposited with the Trustee as trust funds in
trust an amount in money or the equivalent in securities of the government
which issued the currency in which the Debt Securities are denominated or
government agencies backed by the full faith and credit of such government
sufficient to pay the principal of, and premium, interest and Additional
Amounts, if any, on an outstanding series of Debt Securities on the dates
which such payments are due (which includes optional and mandatory redemption
dates, but not dates upon which a payment is due by reason of acceleration),
then the Indenture will cease to be of further effect with respect to such
series (except for certain obligations to register the transfer of or exchange
Debt Securities, replace stolen, lost or mutilated Debt Securities, maintain
paying agencies and hold monies for payment in trust and except for the
Company's obligations to compensate, reimburse and indemnify the Trustee
pursuant to the Indenture with respect to such series), and the Company will
be deemed to have satisfied and discharged the Indenture with respect to such
series (Section 10.1). In the event of any such defeasance, holders of such
Debt Securities would be able to look only to such trust fund for payment of
principal of, and premium, interest and Additional Amounts, if any, on their
Debt Securities until maturity.
Such defeasance could be treated as a redemption of the Debt Securities of
that series prior to maturity in exchange for the property deposited in trust.
In such event, each holder would generally recognize, at the time of
defeasance, gain or loss measured by the difference between the amount of any
cash and the fair market value of any property deemed received and the
holder's tax basis in the Debt Securities deemed surrendered. Thereafter, each
holder would be treated as if it held an undivided interest in the cash and
the property held in trust. Each holder would generally be subject to tax
liability in respect of interest income and would recognize any gain or loss
upon any disposition, including redemption, of the assets held in trust.
Although tax might be owed, the holder of a defeased Debt Security would not
receive cash (except for current payments of interest on the Debt Securities)
until the maturity or earlier redemption of the Debt Securities. Such tax
treatment could affect the purchase price that a holder would receive upon the
sale of the Debt Securities.
CONCERNING THE TRUSTEE
The Trustee is a depositary for funds of, provides a bank line of credit to,
and performs other services for, the Company and its Subsidiaries in the
normal course of business.
DESCRIPTION OF DEBT WARRANTS
The Company may issue, together with other Securities or separately, Debt
Warrants for the purchase of Debt Securities. The Debt Warrants are to be
issued under Debt Warrant Agreements (each a "Debt Warrant Agreement") to be
entered into between the Company and a bank or trust company, as Debt Warrant
Agent (the "Debt Warrant Agent"), all as set forth in the Prospectus
Supplement relating to Debt Warrants in respect of which this Prospectus is
being delivered. A copy of the form of Debt Warrant Agreement, including the
form of Warrant Certificates representing the Debt Warrants (the "Debt Warrant
Certificates"), reflecting the alternative provisions to be included in the
Debt Warrant Agreements that will be entered into with respect to particular
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offerings of Debt Warrants, is filed as an exhibit to the Registration
Statement. The following summaries of certain provisions of the Debt Warrant
Agreement and the Debt Warrant Certificates do not purport to be complete and
are subject to, and are qualified in their entirety by reference to, all the
provisions of the Debt Warrant Agreement and the Debt Warrant Certificates,
respectively, including the definitions therein of certain capitalized terms
not defined herein.
GENERAL
Reference is made to the Prospectus Supplement for the terms of Debt Warrants
in respect of which this Prospectus is being delivered, the Debt Warrant
Agreement relating to such Debt Warrants and the Debt Warrant Certificates
representing such Debt Warrants, including the following: (1) the designation,
aggregate principal amount and terms of the Debt Securities purchasable upon
exercise of such Debt Warrants and the procedures and conditions relating to
the exercise of such Debt Warrants; (2) the designation and terms of any
related Debt Securities with which such Debt Warrants are issued and the number
of such Debt Warrants issued with each such Debt Security; (3) the date, if
any, on and after which such Debt Warrants and the related Debt Securities will
be separately transferable; (4) the principal amount of Debt Securities
purchasable upon exercise of each Debt Warrant and the price at which such
principal amount of Debt Securities may be purchased upon such exercise; (5)
the date on which the right to exercise such Debt Warrants shall commence and
the date on which such right shall expire (the "Expiration Date"); (6) if the
Debt Securities purchasable upon exercise of such Debt Warrants are original
issue discount Debt Securities, a discussion of federal income tax
considerations applicable thereto; and (7) whether the Debt Warrants
represented by the Debt Warrant Certificates will be issued in registered or
bearer form, and, if registered, where they may be transferred and registered.
Debt Warrant Certificates will be exchangeable for new Debt Warrant
Certificates of different denominations and Debt Warrants may be exercised at
the corporate trust office of the Debt Warrant Agent or any other office
indicated in the Prospectus Supplement. Prior to the exercise of their Debt
Warrants, holders of Debt Warrants will not have any of the rights of holders
of the Debt Securities purchasable upon such exercise and will not be entitled
to payments of principal of (and premium, if any) or interest, if any, on the
Debt Securities purchasable upon such exercise.
EXERCISE OF DEBT WARRANTS
Each Debt Warrant will entitle the holder to purchase for cash such principal
amount of Debt Securities at such exercise price as shall in each case be set
forth in, or be determinable as set forth in, the Prospectus Supplement
relating to the Debt Warrants offered thereby. Debt Warrants may be exercised
at any time up to the close of business on the Expiration Date set forth in the
applicable Prospectus Supplement. After the close of business on the Expiration
Date, unexercised Debt Warrants will become void.
Debt Warrants may be exercised as set forth in the Prospectus Supplement
relating to the Debt Warrants in respect of which this Prospectus is being
delivered. Upon receipt of payment and the Debt Warrant Certificate properly
completed and duly executed at the corporate trust office of the Debt Warrant
Agent or any other office indicated in the Prospectus Supplement, the Company
will, as soon as practicable, forward the Debt Securities purchasable upon such
exercise. If less than all of the Debt Warrants represented by such Debt
Warrant Certificate are exercised, a new Debt Warrant Certificate will be
issued for the remaining amount of Debt Warrants.
DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK
The Company may issue, separately or together with or upon the conversion of
or exchange for other Securities, Common Stock and Preferred Stock, all as set
forth in the accompanying Prospectus Supplement relating to the Common Stock or
Preferred Stock in respect of which this Prospectus is being delivered. The
following summaries do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, the following documents: (i) the
Company's Articles of Restatement of Charter, as supplemented to date (the
"Articles"), (ii) the Company's By-Laws, as amended to date (the "By-Laws"),
(iii) the Rights
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Agreement, as amended, between the Company and First National Bank of Chicago,
as Rights Agent (the "Rights Agreement"), pursuant to which shares of Series A
Junior Participating Preferred Stock are issuable ("Junior Participating
Preferred Stock") and (iv) in the case of Preferred Stock, the Articles
Supplementary relating to such Preferred Stock. A copy of each of the
Articles, By-Laws and Rights Agreement is filed, and in the case of an
offering of Preferred Stock, the Articles Supplementary relating to such
series of Preferred Stock will be filed, as an exhibit to the Registration
Statement.
The authorized capital stock of the Company consists of (i) 600,000,000
shares of Common Stock, par value $1.33 1/3 per share, of which as of
September 28, 1996, approximately 483,832,418 shares were outstanding, (ii)
1,500,000 shares of Convertible Adjustable Preferred Stock, without par value
(the "CAPS"), of which as of September 28, 1996, no shares were outstanding,
and (iii) 12,000,000 shares of Unclassified Preferred Stock, of which as of
September 28, 1996, (a) 3,000,000 shares were classified as Junior
Participating Preferred Stock, none of which were outstanding, (b) 4,396,281.1
shares were classified as Series A ESOP Convertible Preferred Stock (the "ESOP
Preferred"), 4,396,281.1 shares of which were outstanding, (c) 3,000 shares
were classified as Auction Preferred Stock (the "APS"), 3,000 shares of which
were outstanding, and (d) 4,600,718.9 shares remained unclassified.
COMMON STOCK
General. Holders of shares of Common Stock are entitled to receive dividends
when, as and if declared by the Board of Directors out of funds legally
available therefore, subject to the rights of holders of any outstanding
shares of Preferred Stock. In the event of any liquidation, dissolution or
winding up of the Company, holders of shares of Common Stock are entitled to
receive ratably all assets of the Company remaining after satisfaction of all
preferences of any outstanding Preferred Stock and all other liabilities.
Holders of Common Stock are entitled to one vote per share in the election
of directors and on any question arising at any stockholders' meeting. Holders
of Common Stock vote as a single class, provided that the ESOP Preferred does
vote, and certain other series of Preferred Stock may vote, together with the
Common Stock as a single class, and provided further that under certain
circumstances as provided by law, the Articles or the applicable Articles
Supplementary, certain series of Preferred Stock may vote as a separate class
or classes. The Common Stock does not have cumulative voting rights, and no
holder of Common Stock, solely by virtue of such holdings, has or will have,
any pre-emptive right to subscribe for or purchase any shares of any class of
stock which is now or may hereafter be authorized or issued. All of the
outstanding shares of Common Stock of the Company are fully paid and non-
assessable.
Preferred Stock Purchase Rights. One-fourth of a Preferred Stock Purchase
Right (a "Right") is associated and trades with each outstanding share of
Common Stock. As long as the Rights are associated with the Common Stock, each
new share of Common Stock issued by the Company, including any shares of
Common Stock offered hereby, will include one-fourth of a Right (subject to
adjustment). Upon the occurrence of certain events, each Right will entitle
its holder to purchase one one-hundredth of a share of Junior Participating
Preferred Stock for $140 (subject to antidilution provisions). The Rights will
become exercisable ten days after any person or group announces its beneficial
ownership of 20% or more of the Common Stock, or ten business days after a
person or group announces an offer for 25% or more of the Common Stock. If the
Rights become exercisable, each Right will entitle its holder (except the
acquiring party) to buy Common Stock of the Company having a market value of
two times the exercise price of the Right. If after the Rights become
exercisable the Company is involved in a merger or sells more than 50% of its
assets, each Right will entitle its holder to buy common stock of the
surviving entity having a market value of two times the exercise price of the
Right. The Company has the right to redeem the Rights for $.01 per Right prior
to the time that they become exercisable. The Rights expire on May 31, 1998.
PREFERRED STOCK
General. Under the Company's Articles, the Board of Directors is authorized
to issue from time to time up to 1,500,000 shares of CAPS and 12,000,000
shares of Unclassified Preferred Stock. Of such Unclassified
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Preferred Stock, 3,000,000 shares, approximately 4,396,281.1 shares and 3,000
shares are currently classified as Junior Participating Preferred Stock, ESOP
Preferred and APS, respectively. The remaining approximately 4,600,718.9 shares
of Unclassified Preferred Stock may be classified and issued by the Company on
such terms as the Board of Directors or a duly authorized committee thereof may
determine, all without further action of the Company's stockholders, including
the holders of outstanding Preferred Stock. Reference is made to the applicable
Prospectus Supplement for the terms of any series of Preferred Stock and the
Articles Supplementary establishing such series of Preferred Stock in respect
of which this Prospectus is being delivered, including the specific title and
stated value, dividend, liquidation, redemption, voting and other rights with
respect to such series of Preferred Stock.
No holder of Preferred Stock, solely by virtue of such holdings, has or will
have any pre-emptive right to subscribe for or purchase any shares of any class
of stock which is now or may hereafter be authorized or issued. All of the
outstanding shares of Preferred Stock of the Company are fully paid and non-
assessable.
Liquidation Preference. Unless otherwise specified in the applicable
Prospectus Supplement, upon any liquidation, dissolution or winding up of the
Company whether voluntary or involuntary, the holders of any series of
Preferred Stock in respect of which this Prospectus is being delivered will
have preference and priority over the Common Stock and any other class of stock
or series of a class of stock of the Company ranking on liquidation junior to
such series of Preferred Stock, for payment out of the assets of the Company or
proceeds thereof, whether from capital or surplus, in the amount set forth in
the applicable Prospectus Supplement. After such payment, the holders of such
series of Preferred Stock will be entitled to no other payments. If, in the
case of any such liquidation, dissolution or winding up of the Company the
assets of the Company or proceeds thereof shall be insufficient to make the
full liquidation payment in respect of such series of Preferred Stock and
liquidating payments on any other series of Preferred Stock ranking as to
liquidation on a parity with such series, then those assets and proceeds will
be distributed among the holders of such series of Preferred Stock and any such
other series of Preferred Stock ratably in accordance with the respective
amounts which would be payable on such shares of such series of Preferred Stock
and such other series of Preferred Stock if all amounts thereon were paid in
full. A sale of all or substantially all of the Company's assets or a
consolidation or merger of the Company with one or more corporations shall not
be deemed to be a liquidation, dissolution or winding up of the Company.
Ranking. Unless otherwise specified in the applicable Prospectus Supplement,
the series of Preferred Stock in respect of which this Prospectus is being
delivered will rank as to dividends and upon liquidation on a parity with the
CAPS and APS, and senior to the ESOP Preferred Stock and the Junior
Participating Preferred Stock.
DESCRIPTION OF STOCK WARRANTS
The Company may issue, together with other securities or separately, Stock
Warrants for the purchase of Common Stock. The Stock Warrants are to be issued
under Stock Warrant Agreements (each a "Stock Warrant Agreement") to be entered
into between the Company and a bank or trust company, as Stock Warrant Agent
(the "Stock Warrant Agent"), all as set forth in the Prospectus Supplement
relating to Stock Warrants in respect of which this Prospectus is being
delivered. A copy of the form of Stock Warrant Agreement, including the form of
Warrant Certificates representing the Stock Warrants (the "Stock Warrant
Certificates") reflecting the provisions to be included in the Stock Warrant
Agreements that will be entered into with respect to particular offerings of
Stock Warrants, is filed as an exhibit to the Registration Statement. The
following summaries of certain provisions of the Stock Warrant Agreement and
the Stock Warrant Certificates do not purport to be complete and are subject
to, and are qualified in their entirety by reference to, all the provisions of
the Stock Warrant Agreement and the Stock Warrant Certificates, respectively,
including the definitions therein of certain capitalized terms not defined
herein.
GENERAL
Reference is made to the Prospectus Supplement for the terms of Stock
Warrants in respect of which this Prospectus is being delivered, the Stock
Warrant Agreement relating to such Stock Warrants and the Stock
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Warrant Certificates representing such Stock Warrants, including the following:
(1) the offering price of such Stock Warrants, if any; (2) the procedures and
conditions relating to the exercise of such Stock Warrants; (3) the number of
shares of Common Stock purchasable upon exercise of each Stock Warrant and the
initial price at which such shares may be purchased upon exercise; (4) the date
on which the right to exercise such Stock Warrants shall commence and the date
on which such right shall expire (the "Expiration Date"); (5) a discussion of
Federal income tax considerations applicable to the exercise of Stock Warrants;
(6) call provisions of such Stock Warrants, if any; and (7) any other terms of
the Stock Warrants. The shares of Common Stock issuable upon the exercise of
the Stock Warrants will, when issued in accordance with the Stock Warrant
Agreement, be fully paid and nonassessable.
Prior to the exercise of their Stock Warrants, holders of Stock Warrants will
not have any of the rights of holders of the Common Stock purchasable upon such
exercise, and will not be entitled to any dividend payments on the Common Stock
purchasable upon such exercise.
EXERCISE OF STOCK WARRANTS
Each Stock Warrant will entitle the holder to purchase for cash such number
of shares of Common Stock at such exercise price as shall in each case be set
forth in, or be determinable as set forth in, the Prospectus Supplement
relating to the Stock Warrants offered thereby. Unless otherwise specified in
the applicable Prospectus Supplement, Stock Warrants may be exercised at any
time up to the close of business on the Expiration Date set forth in the
applicable Prospectus Supplement. After the close of business on the Expiration
Date, unexercised Stock Warrants will become void.
Stock Warrants may be exercised as set forth in the Prospectus Supplement
relating to the Stock Warrants in respect of which this Prospectus is being
delivered. Upon receipt of payment and the Stock Warrant Certificates properly
completed and duly executed at the corporate trust office of the Stock Warrant
Agent or any other office indicated in the Prospectus Supplement, the Company
will, as soon as practicable, forward a certificate representing the number of
shares of Common Stock purchasable upon such exercise. If less than all of the
Stock Warrants represented by such Stock Warrant Certificate are exercised, a
new Stock Warrant Certificate will be issued for the remaining amount of Stock
Warrants.
ANTIDILUTION PROVISIONS
Unless otherwise specified in the applicable Prospectus Supplement, the
exercise price payable and the number of shares purchasable upon the exercise
of each Stock Warrant will be subject to adjustment in certain events,
including (1) the issuance of a stock dividend to holders of Common Stock or a
combination, subdivision or reclassification of Common Stock; (2) the issuance
of rights, warrants or options to all holders of Common Stock entitling the
holders thereof to purchase Common Stock for an aggregate consideration per
share less than the current market price per share of the Common Stock; or (3)
any distribution by the Company to the holders of its Common Stock of evidences
of indebtedness of the Company or of assets (excluding cash dividends or
distributions payable out of capital surplus and dividends and distributions
referred to in (1) above). No fractional shares will be issued upon exercise of
Stock Warrants, but the Company will pay the cash value of any fractional
shares otherwise issuable.
DESCRIPTION OF CURRENCY WARRANTS
The Company may issue, together with Debt Securities or Debt Warrants or
separately, Currency Warrants either in the form of Currency Put Warrants
entitling the holders thereof to receive from the Company the Cash Settlement
Value in U.S. dollars of the right to sell a specified amount of a specified
foreign currency or currency units for a specified amount of U.S. dollars, or
in the form of Currency Call Warrants entitling the holders thereof to receive
from the Company the Cash Settlement Value in U.S. dollars of the right to
purchase a specified amount of a specified foreign currency or currency units
for a specified amount of U.S. dollars. The spot exchange rate of the
applicable Base Currency, upon exercise, as compared to the U.S. dollar, will
determine whether the Currency Warrants have a Cash Settlement Value on any
given day prior to their expiration.
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The Currency Warrants are to be issued under a Currency Warrant Agreement to
be entered into between the Company and a bank or trust company, as Currency
Warrant Agent (the "Currency Warrant Agent"), all as set forth in the
applicable Prospectus Supplement. A copy of the form of Currency Warrant
Agreement, including the forms of global Warrant Certificates representing the
Currency Put Warrants and Currency Call Warrants (the "Currency Warrant
Certificates"), reflecting the provisions to be included in the Currency
Warrant Agreement that will be entered into with respect to particular
offerings of Currency Warrants, is filed as an exhibit to the Registration
Statement. The description of the Currency Warrants contained herein and the
following summaries of certain provisions of the Currency Warrant Agreement and
the Currency Warrant Certificates do not purport to be complete and are subject
to, and are qualified in their entirety by reference to, all the provisions of
the Currency Warrant Agreement and the Currency Warrant Certificates,
respectively, including the definitions therein of certain capitalized terms
not defined herein.
GENERAL
Reference is made to the Prospectus Supplement for the terms of Currency
Warrants in respect of which this Prospectus is being delivered, the Currency
Warrant Agreement relating to such Currency Warrants and the Currency Warrant
Certificates representing such Currency Warrants, including the following: (1)
whether such Currency Warrants will be Currency Put Warrants, Currency Call
Warrants, or both; (2) the formula for determining the Cash Settlement Value,
if any, of each Currency Warrant; (3) the procedures and conditions relating to
the exercise of such Currency Warrants; (4) the circumstances which will cause
the Currency Warrants to be deemed to be automatically exercised; (5) any
minimum number of Currency Warrants which must be exercised at any one time,
other than upon automatic exercise; and (6) the date on which the right to
exercise such Currency Warrants will commence and the date on which such right
will expire (the "Expiration Date").
BOOK-ENTRY PROCEDURES AND SETTLEMENT
Except as may otherwise be provided in the applicable Prospectus Supplement,
the Currency Warrants will be issued in the form of global Currency Warrant
Certificates, registered in the name of a depositary or its nominee. Holders
will not be entitled to receive definitive certificates representing Currency
Warrants. A holder's ownership of a Currency Warrant will be recorded on or
through the records of the brokerage firm or other entity that maintains such
holder's account. In turn, the total number of Currency Warrants held by an
individual brokerage firm for its clients will be maintained on the records of
the depositary in the name of such brokerage firm or its agent. Transfer of
ownership of any Currency Warrant will be effected only through the selling
holder's brokerage firm.
EXERCISE OF CURRENCY WARRANTS
Each Currency Warrant will entitle the holder to receive the Cash Settlement
Value of such Currency Warrant on the applicable Exercise Date, in each case as
such terms will be defined in the applicable Prospectus Supplement. If not
exercised prior to 3:00 P.M., New York City time, on the third New York
Business Day preceding the Expiration Date, Currency Warrants will be deemed
automatically exercised on the Expiration Date.
PLAN OF DISTRIBUTION
The Company may sell Securities (i) to or through underwriters or dealers;
(ii) directly to one or more other purchasers; (iii) through agents; or (iv)
through a combination of any such methods of sale. The accompanying Prospectus
Supplement with respect to Offered Securities sets forth the terms of the
offering of such Offered Securities, including the name or names of any
underwriters, dealers or agents, the purchase price of the Offered Securities,
any initial public offering price, any applicable underwriting discounts and
sales agents' commissions and other items constituting underwriters' or agents'
compensation from the Company, any discounts, concessions or commissions
allowed or reallowed or paid by any underwriters to other dealers and any
exchange on which the Offered Securities may be listed. Any initial public
offering price and any discounts or concessions
15
<PAGE>
allowed or reallowed or price to dealers may be changed from time to time. Any
discounts or commissions received by underwriters or agents and any profits on
the resale of Securities by them may be deemed to be underwriting discounts
and commissions under the Securities Act of 1933, as amended (the "Act").
Unless otherwise set forth in the Prospectus Supplement, the obligations of
underwriters to purchase Offered Securities of a particular series will be
subject to certain conditions precedent, and such underwriters will be
obligated to purchase all such Offered Securities, if any are purchased.
Unless otherwise indicated in the Prospectus Supplement, any agent will be
acting on a best efforts basis for the period of its appointment.
Under certain circumstances, the Company may repurchase Offered Securities
and reoffer them to the public as set forth above. The Company may also
arrange for repurchases and resale of such Offered Securities by dealers.
The Offered Securities may be sold from time to time in one or more
transactions at a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.
If so stated in the Prospectus Supplement, the Company may authorize
underwriters, dealers or other persons acting as the Company's agents to
solicit offers by certain institutions to purchase Debt Securities from the
Company at the offering price set forth in the Prospectus Supplement pursuant
to delayed delivery contracts providing for payment and delivery on a future
date. Such contracts will not be subject to any conditions except (i) the
purchase by an institution of Offered Securities covered by such contracts
shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject and
(ii) if the Offered Securities are being sold to underwriters, the Company
shall have sold to such underwriters the total amount of the Offered
Securities less the amount thereof covered by such delayed delivery contracts.
The Prospectus Supplement will set forth the commission payable for
solicitation of such contracts.
Underwriters and agents who participate in the distribution of the
Securities may be entitled under agreements which may be entered into by the
Company to indemnification from the Company against certain liabilities,
including liabilities under the Act, or to contribution with respect to
payments which the underwriters or agents may be required to make in respect
thereof. Such underwriters and agents may be customers of, engaged in
transactions with, or perform services for the Company in the ordinary course
of business.
LEGAL OPINIONS
The legality of the Securities offered hereby will be passed upon for the
Company by Janet Langford Kelly, Esq., Senior Vice President, Secretary and
General Counsel of the Company. At December 3, 1996 Ms. Kelly was the
beneficial owner of 12,041 shares of Common Stock of the Company and held
currently exercisable options to purchase 12,333 additional shares.
EXPERTS
The audited consolidated financial statements and schedules of the Company
incorporated by reference in this Prospectus have been audited by Arthur
Andersen LLP, independent public accountants, to the extent and for the
periods indicated in their reports with respect thereto, and have been
incorporated by reference in this Prospectus in reliance upon the authority of
said firm as experts in accounting and auditing in giving said reports.
16
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The fees and expenses payable by the Company in connection with the issuance
and distribution of the Securities registered hereunder are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.......... $151,515.00
Legal fees and expenses...................................... 75,000.00*
Accounting fees and expenses................................. 40,000.00*
Printing fees................................................ 30,000.00*
Blue Sky fees and expenses................................... 10,000.00*
Trustee's fees and expenses.................................. 20,000.00*
Miscellaneous................................................ 3,485.00*
-----------
Total fees and expenses...................................... $330,000.00
===========
</TABLE>
- --------
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 2-418 of the Maryland General Corporation Law provides for
indemnification of the Corporation's directors, officers, employees, and
agents under specified circumstances, which may include indemnity against
expenses, including attorneys' fees and judgments, fines, and amounts paid in
settlement under the Act. The Corporation has purchased and maintains
insurance as is permitted by said Section 2-418 on behalf of directors and
officers, which insurance may cover liabilities under the Act. Article V of
the By-Laws of the Corporation provides for such indemnification to the extent
and under the circumstances permitted by said Section 2-418.
Article V of the By-Laws of the Corporation provides as follows:
"Section 1. Right to Indemnification. To the maximum extent permitted by
Maryland law, in effect from time to time, the Corporation shall indemnify
and, without requiring a preliminary determination of the ultimate
entitlement to indemnification, shall pay or reimburse reasonable expenses
in advance of final disposition of a proceeding to (a) any individual who
is a present or former director or officer of the Corporation or a
subsidiary thereof and who is made a party to the proceeding by reason of
his or her service in that capacity or (b) any individual who, while a
director of officer of the Corporation and at the request of the
Corporation, serves or has served another corporation, partnership, joint
venture, trust, employee benefit plan or any other enterprise as a
director, officer, partner or trustee of such corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise and who is
made a party to the proceeding by reason of his or her service in that
capacity. The Corporation may, with the approval of its Board of Directors,
provide such indemnification and advance for expenses to a person who
served a predecessor of the Corporation in any of the capacities described
in (a) or (b) above and to any employee or agent of the Corporation or a
predecessor of the Corporation.
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 indemnification (the
"Indemnified Party"). The right to indemnification and advance of expenses
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. General. The indemnification and advance of expenses provided
by this Article V (a) shall not be deemed exclusive of any other rights to
which a person seeking indemnification or advance of
II-1
<PAGE>
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 or her
official capacity and as to action in another capacity while holding office
or while employed by or acting as agent for the Corporation, (b) 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
(c) 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 Article V is in effect.
Section 4. Effective Time. This Article V 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. Neither the amendment
nor repeal of this Article, nor the adoption or amendment of any other
provision of the Charter or By-Laws inconsistent with this Article, shall
apply to or affect in any respect the applicability of this Article, with
respect to any act or failure to act which occurred prior to such
amendment, repeal or adoption.
Section 5. Further Action. The Board of Directors may take such action as
is necessary to carry out the provisions of this Article V and is expressly
empowered to adopt, approve and amend from time to time such resolutions or
contracts implementing such provisions or such further arrangements for
indemnification or advance of expenses as may be permitted by law."
The proposed form of Underwriting Agreement and the proposed form of
Distribution Agreement filed as Exhibit 1.1 and 1.2 to this Registration
Statement, respectively, provide for indemnification by the underwriters or
agents of the directors and certain officers of the Company against certain
liabilities. Similar indemnification provisions were contained in the
agreements executed in connection with prior offerings and sales of securities
by the Company.
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement, incorporated by reference to Exhibit
1.1 of Registration Statement No. 33-33603 on Form S-3 filed with the
Commission on February 27, 1990.
1.2 Form of Distribution Agreement, incorporated by reference to Exhibit
1.1 of the registrant's Current Report on Form 8-K dated April 13,
1993.
4.1 Articles of Restatement of Charter, as amended, of the registrant,
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.
4.2 Articles Supplementary to the Charter of the registrant, dated May
18, 1990, defining the rights of holders of the registrant's
securities, incorporated by reference to Exhibit 4.2 of Registration
Statement No. 33-37575 on Form S-8 filed with the Commission on
November 1, 1990.
4.3 Articles Supplementary to the Charter of the registrant, dated
October 30, 1992, defining the rights of holders of the registrant's
securities, incorporated by reference to Exhibit 4.3 of Registration
Statement No. 33-59002 on Form S-8 filed with the Commission on March
4, 1993.
4.4 Amended By-Laws of the registrant, dated August 26, 1996, defining
the rights of holders of the registrant's securities, incorporated by
reference to Exhibit 3(b) of the registrant's Annual Report on Form
10-K for the fiscal year ended June 29, 1996.
4.5 Rights Agreement dated as of April 28, 1988, between the Company and
the First National Bank of Chicago as Rights Agent, incorporated by
reference to Exhibits 1 and 2 of Registration Statement on Form 8-A
(file No. 1-3344) filed with the Commission on May 11, 1988 (as
amended by Form 8 thereto filed with the Commission on November 15,
1989).
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
4.6.1 Indenture, dated as of October 2, 1990, between the Company and
Continental Bank, N.A., now known as First Trust of Illinois,
National Association, as Trustee, incorporated by reference to
Exhibit 4.1 of Amendment No. 1 to Registration Statement No. 33-
33603 on Form S-3 filed with the Commission on October 5, 1990.
4.6.2 Form of Note (Fixed Rate), incorporated by reference to Exhibit 4.1
of the registrant's Current Report on Form 8-K dated April 13,
1993.
4.6.3 Form of Note (Floating Rate), incorporated by reference to Exhibit
4.2 of the registrant's Current Report on Form 8-K dated April 13,
1993.
4.7 Form of Currency Warrant Agreement, incorporated by reference to
Exhibit 4.2 of Registration Statement No. 33-33603 on Form S-3
filed with the Commission on February 27, 1990.
4.8 Form of Debt Warrant Agreement, incorporated by reference to
Exhibit 4.3 of Registration Statement No. 33-33603 on Form S-3
filed with the Commission on February 27, 1990.
4.9 Form of Stock Warrant Agreement, incorporated by reference to
Exhibit 4.9 of Registration Statement No. 33-60152 on Form S-3
filed with the Commission on March 29, 1993.
5.1 Opinion of Janet Langford Kelly, Esq., Senior Vice President,
Secretary and General Counsel.
12.1 Computation of ratios of earnings to fixed charges, incorporated by
reference to Exhibit 12.1 of each of the registrant's Annual
Reports on Form 10-K for the fiscal year ended July 2, 1994, July
1, 1995 and June 29, 1996 and to Exhibit 12.1 of the registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 28, 1996.
12.2 Computation of ratios of earnings to fixed charges and preferred
stock dividends, incorporated by reference to Exhibit 12.2 of each
of the registrant's Annual Reports on Form 10-K for the fiscal year
ended July 2, 1994, July 1, 1995 and June 29, 1996 and to Exhibit
12.2 of the registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 28, 1996.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Janet Langford Kelly, Esq. -- contained in the opinion
appearing as Exhibit 5.1.
24.1 Powers of Attorney.
25.1 Form T-I Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of First Trust of Illinois, National
Association, dated December 18, 1996.
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended (the "Act");
(ii) 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.
II-3
<PAGE>
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(ii) above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Act, each
filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(5) That, for purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(6) That, for the purpose of determining any liability under the Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in Item 15 or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN CHICAGO,
ILLINOIS ON THE 20TH DAY OF DECEMBER, 1996.
Sara Lee Corporation
/s/ Janet Langford Kelly
By___________________________________
Janet Langford Kelly
Senior Vice President, Secretary
and
General Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES
INDICATED ON DECEMBER 20, 1996:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<S> <C>
* Chairman and Chief Executive Officer and
___________________________________________ Director
John H. Bryan
* Vice Chairman and Chief Administrative
___________________________________________ Officer and Director
Michael E. Murphy
* Executive Vice President and Director
___________________________________________
Donald J. Franceschini
* Executive Vice President and Director
___________________________________________
C. Steven McMillan
* Senior Vice President and Chief Financial
___________________________________________ Officer
Judith A. Sprieser
* Vice President-Controller
___________________________________________
Wayne R. Szypulski
* Director
___________________________________________
Paul A. Allaire
* Director
___________________________________________
Frans H.J.J. Andriessen
* Director
___________________________________________
Duane L. Burnham
* Director
___________________________________________
Charles W. Coker
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<S> <C>
* 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 Parbo A.C.
* Director
___________________________________________
Rozanne L. Ridgway
* Director
___________________________________________
Richard L. Thomas
</TABLE>
*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
By___________________________________
Janet Langford Kelly
*As Attorney-in-Fact
Dated: December 20, 1996
II-6
<PAGE>
EXHIBIT 5.1
December 20, 1996
Board of Directors
Sara Lee Corporation
Three First National Plaza
Chicago, Illinois 60602-4260
Re: Sara Lee Corporation
Registration Statement on Form S-3
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 $500,000,000 in aggregate public offering price of (a) shares of
its common stock, par value $1.33 1/3 per share ("Common Stock"), accompanied
by preferred stock purchase rights ("Rights"), (b) warrants to purchase Common
Stock ("Stock Warrants"), (c) shares of its preferred stock, no par value
("Preferred Stock"), (d) debt securities ("Debt Securities"), (e) warrants to
purchase Debt Securities ("Debt Warrants") and (f) warrants to receive from
the Company the cash value in U.S. dollars of the right to purchase and to
sell such foreign currencies or units of two or more foreign currencies as
shall be designated by the Company at the time of offering ("Currency
Warrants", and, collectively with the Common Stock, Rights, Stock Warrants,
Preferred Stock, Debt Securities and Debt Warrants, the "Securities"). The
Securities were authorized for issuance, offering and sale by the Board of
Directors of the Company by resolutions duly adopted on December 5, 1996 (the
"Resolutions"). The Debt Securities will be issued under an Indenture (the
"Indenture") between the Company and Continental Bank, N.A., now known as
First Trust of Illinois, National Association, as Trustee. The Stock Warrants,
Debt Warrants and/or Currency Warrants (together, the "Warrants") will be
issued under warrant agreements ("Warrant Agreements") between the Company and
a Warrant Agent. 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
opinions set forth below. Based upon and subject to the foregoing, it is my
opinion that:
1. The Common Stock and accompanying Rights, when issued, sold and
delivered in the manner and for the consideration stated in the
Registration Statement and any Prospectus Supplement relating thereto, will
be duly authorized and validly issued, fully paid and nonassessable.
2. The Preferred Stock, when (a) the terms of any particular series of
Preferred Stock have been duly approved and established in accordance with
the Resolutions of the Board of Directors; (b) the Articles Supplementary
setting forth the terms of the series of Preferred Stock have been filed
with, and accepted for record by, the Department of Assessments and
Taxation of the State of Maryland; and (c) the Preferred Stock has been
issued, sold and delivered in the manner and for the consideration stated
in the Registration Statement and any Prospectus Supplement relating
thereto, the Preferred Stock will be duly authorized and validly issued,
fully paid and nonassessable.
3. The Indenture has been duly authorized, executed and delivered by the
Company pursuant to resolutions duly adopted by the Board of Directors on
January 25, 1990, and assuming due authorization, execution and delivery
thereof by the Trustee, constitutes a valid and legally binding instrument
of the Company enforceable against the Company in accordance with its
terms; and the Debt Securities, when the final terms of any particular
series thereof have been established and duly approved in accordance with
the Resolutions and when issued, sold and delivered in the manner and for
the consideration stated in the Registration Statement and any Prospectus
Supplement relating thereto and duly executed by the Company and
authenticated by the Trustee in accordance with the Indenture, will be duly
authorized and legally issued and valid and binding obligations of the
Company enforceable against the Company in accordance with their terms and
entitled to the benefits of the Indenture.
<PAGE>
4. The Warrant Agreements, when the final terms of any particular series
thereof have been established and duly approved in accordance with the
Resolutions and when duly executed and delivered by the Company pursuant to
the Resolutions and assuming due authorization, execution and delivery
thereof by the applicable Warrant Agent, will constitute duly authorized
and valid and legally binding instruments of the Company enforceable
against the Company in accordance with their terms; and the Warrants, when
issued, sold and delivered in the manner and for the consideration stated
in the Registration Statement and any Prospectus Supplement relating
thereto and when duly executed by the Company and countersigned by the
Warrant Agent in accordance with the applicable Warrant Agreement, will be
duly authorized and legally issued and valid and binding obligations of the
Company enforceable against the Company in accordance with their terms.
The opinions set forth above are subject to the qualifications that (a)
enforcement of the Company's obligations under the Indenture and the Debt
Securities, and the Warrant Agreements and the Warrants, may be subject to (i)
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting creditors' rights generally and
(ii) general principles of equity (regardless of whether such enforcement is
sought in a proceeding at law or in equity), and (b) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject
to equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Company's Registration Statement on
Form S-3 relating to the Securities and to the reference made to me under the
heading "Legal Opinions" set forth in the prospectus forming a part of said
Registration Statement.
Very truly yours,
/s/ Janet Langford Kelly
-------------------------------------
Janet Langford Kelly
Senior Vice President, Secretary and
General Counsel
<PAGE>
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 29, 1996
included in Sara Lee Corporation's Annual Report on Form 10-K for the year
ended June 29, 1996, and to all references to our firm included in this
registration statement.
Arthur Andersen LLP
Chicago, Illinois,
December 18, 1996.
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Janet Langford Kelly and Kathleen M. Cronin,
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 in connection with the issuance of up to $500 million of
securities of Sara Lee Corporation, 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 or she 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: December 3, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Janet Langford Kelly and Kathleen M. Cronin,
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 in connection with the issuance of up to $500 million of
securities of Sara Lee Corporation, 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 or she 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: December 5, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Janet Langford Kelly and Kathleen M. Cronin,
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 in connection with the issuance of up to $500 million of
securities of Sara Lee Corporation, 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 or she 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: December 2, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Janet Langford Kelly and Kathleen M. Cronin,
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 in connection with the issuance of up to $500 million of
securities of Sara Lee Corporation, 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 or she 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: December 5, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Janet Langford Kelly and Kathleen M. Cronin,
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 in connection with the issuance of up to $500 million of
securities of Sara Lee Corporation, 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 or she 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/ Judith A. Sprieser
-------------------------------------
Judith A. Sprieser
Dated: December 10, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Janet Langford Kelly and Kathleen M. Cronin,
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 in connection with the issuance of up to $500 million of
securities of Sara Lee Corporation, 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 or she 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/ Wayne R. Szypulski
-------------------------------------
Wayne R. Szypulski
Dated: December 5, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Janet Langford Kelly and Kathleen M. Cronin,
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 in connection with the issuance of up to $500 million of
securities of Sara Lee Corporation, 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 or she 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: December 3, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Janet Langford Kelly and Kathleen M. Cronin,
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 in connection with the issuance of up to $500 million of
securities of Sara Lee Corporation, 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 or she 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: December 4, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Janet Langford Kelly and Kathleen M. Cronin,
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 in connection with the issuance of up to $500 million of
securities of Sara Lee Corporation, 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 or she 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: December 5, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Janet Langford Kelly and Kathleen M. Cronin,
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 in connection with the issuance of up to $500 million of
securities of Sara Lee Corporation, 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 or she 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: December 2, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Janet Langford Kelly and Kathleen M. Cronin,
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 in connection with the issuance of up to $500 million of
securities of Sara Lee Corporation, 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 or she 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: December 5, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Janet Langford Kelly and Kathleen M. Cronin,
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 in connection with the issuance of up to $500 million of
securities of Sara Lee Corporation, 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 or she 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: December 5, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Janet Langford Kelly and Kathleen M. Cronin,
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 in connection with the issuance of up to $500 million of
securities of Sara Lee Corporation, 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 or she 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: December 5, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Janet Langford Kelly and Kathleen M. Cronin,
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 in connection with the issuance of up to $500 million of
securities of Sara Lee Corporation, 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 or she 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: December 1, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Janet Langford Kelly and Kathleen M. Cronin,
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 in connection with the issuance of up to $500 million of
securities of Sara Lee Corporation, 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 or she 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: December 5, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Janet Langford Kelly and Kathleen M. Cronin,
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 in connection with the issuance of up to $500 million of
securities of Sara Lee Corporation, 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 or she 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 Parbo A.C.
-------------------------------------
Sir Arvi Parbo A.C.
Dated: December 3, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Janet Langford Kelly and Kathleen M. Cronin,
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 in connection with the issuance of up to $500 million of
securities of Sara Lee Corporation, 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 or she 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: December 2, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears
below constitutes and appoints Janet Langford Kelly and Kathleen M. Cronin,
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to act for him or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 in connection with the issuance of up to $500 million of
securities of Sara Lee Corporation, 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 or she 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: December 3, 1996
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION
305(b)(2)
----------------
FIRST TRUST OF ILLINOIS,
NATIONAL ASSOCIATION
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
36-4046888
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
400 NORTH MICHIGAN AVENUE, 60611
CHICAGO, ILLINOIS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
----------------
JOHN W. PORTER
FIRST TRUST OF ILLINOIS, NATIONAL ASSOCIATION
400 N. MICHIGAN AVENUE, FLOOR 2S
CHICAGO, ILLINOIS 60611
TELEPHONE (312) 836-6736
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
----------------
SARA LEE CORPORATION
(EXACT NAME OF OBLIGOR 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 60602-4260
Suite 4600 (ZIP CODE)
Chicago, Illinois
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
IS SUBJECT.
Comptroller of the Currency, Washington, D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
The obligor is not an affiliate of the trustee.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING SECURITIES OF
THE TRUSTEE:
AS OF DECEMBER 18, 1996
<TABLE>
<CAPTION>
COL. B
COL. A AMOUNT
TITLE OF CLASS OUTSTANDING
-------------- -----------
<S> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER
SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:
(A) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER INDENTURE.
Not applicable by virtue of response to Item 13.
(B) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR THE CLAIM
THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION 310(b)(1) OF
THE ACT ARISES AS A RESULT OF THE TRUSTEESHIP UNDER ANY SUCH OTHER
INDENTURE, INCLUDING A STATEMENT AS TO HOW THE INDENTURE SECURITIES
WILL RANK AS COMPARED WITH THE SECURITIES ISSUED UNDER SUCH OTHER
INDENTURE.
Not applicable by virtue of response to Item 13.
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.
IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF THE TRUSTEE
IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR REPRESENTATIVE OF THE
OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY EACH SUCH PERSON HAVING
ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH CONNECTION.
Not applicable by virtue of response to Item 13.
1
<PAGE>
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE
OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND EXECUTIVE
OFFICER OF THE OBLIGOR.
AS OF DECEMBER 18, 1996
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
PERCENTAGE
OF VOTING
SECURITIES
REPRESENTED
BY AMOUNT
NAME OF TITLE OF AMOUNT OWNED GIVEN
OWNER CLASS BENEFICIALLY IN COL. C
------- -------- ------------ -----------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE
OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH DIRECTOR,
PARTNER, AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER.
AS OF DECEMBER 18, 1996
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
PERCENTAGE
OF VOTING
SECURITIES
REPRESENTED
BY AMOUNT
NAME OF TITLE OF AMOUNT OWNED GIVEN
OWNER CLASS BENEFICIALLY IN COL. C
------- -------- ------------ -----------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR OWNED
BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY THE
TRUSTEE:
AS OF DECEMBER 18, 1996
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
WHETHER
THE
SECURITIES
ARE VOTING
OR AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS
TITLE OF NONVOTING HELD AS COLLATERAL SECURITY REPRESENTED BY AMOUNT
CLASS SECURITIES FOR OBLIGATIONS IN DEFAULT GIVEN IN COL. C
-------- ---------- ---------------------------- ---------------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
2
<PAGE>
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH
UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
AS OF DECEMBER 18, 1996
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
NAME OF ISSUER AS COLLATERAL SECURITY REPRESENTED BY
AND TITLE OF AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN IN
CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
-------------- ----------- ---------------------- ----------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF
THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE VOTING SECURITIES OF THE
OBLIGOR OR (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON.
AS OF DECEMBER 18, 1996
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
NAME OF ISSUER AS COLLATERAL SECURITY REPRESENTED BY
AND TITLE OF AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN IN
CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
-------------- ----------- ---------------------- ----------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
ITEM 11. OWNERSHIP OF HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE
TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH
PERSON ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
AS OF DECEMBER 18, 1996
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
NAME OF ISSUER AS COLLATERAL SECURITY REPRESENTED BY
AND TITLE OF AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN IN
CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
-------------- ----------- ---------------------- ----------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
3
<PAGE>
ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE
TRUSTEE, FURNISH THE FOLLOWING INFORMATION:
AS OF DECEMBER 18, 1996
<TABLE>
<CAPTION>
COL. A COL. B COL. C
NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE
- ---------------------- ------------------ --------
<S> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
ITEM 13. DEFAULTS BY THE OBLIGOR.
(A) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE
SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
There is not nor has there been a default with respect to the
securities under this indenture.
(B) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN ONE
OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE HAS
BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR
SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.
There is not nor has there been a default with respect to the
securities under this indenture. The trustee is not a trustee under another
indenture under which securities are outstanding.
ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.
IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEES, DESCRIBE EACH SUCH
AFFILIATION.
Not applicable by virtue of response to Item 13.
ITEM 15. FOREIGN TRUSTEE.
IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE IS
AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE
QUALIFIED UNDER THE ACT.
Not applicable.
ITEM 16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the Articles of Association of First Trust of Illinois,
National Association as now in effect, incorporated herein by reference to
Exhibit 1 to T-1; Registration No. 33-64175.
2. A copy of the certificate of authority to commence business,
incorporated herein by reference to Exhibit 2 to T-1; Registration No. 33-
64175.
3. A copy of the certificate of authority to exercise corporate trust
powers, incorporated herein by reference to Exhibit 3 to T-1; Registration
No. 33-64175.
4. A copy of the existing By-Laws of First Trust of Illinois, National
Association as now in effect, incorporated herein by reference to Exhibit 4
to T-1; Registration No. 33-64175.
4
<PAGE>
5. Not applicable by virtue of response to Item 13.
6. The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939, incorporated herein by reference to Exhibit 6 to
T-1; Registration No. 33-64175.
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority, filed herewith.
8. Not applicable.
9. Not applicable.
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, THE
TRUSTEE, FIRST TRUST OF ILLINOIS, NATIONAL ASSOCIATION, A NATIONAL BANKING
ASSOCIATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED STATES OF
AMERICA, HAS DULY CAUSED THIS STATEMENT OF ELIGIBILITY TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ALL IN THE CITY OF
CHICAGO, AND STATE OF ILLINOIS, AS OF THE 18TH DAY OF DECEMBER, 1996.
First Trust of Illinois, National
Association
/s/ G. M. CARROLL
By __________________________________
G. M. Carroll
Vice President and
Assistant Secretary
5
<PAGE>
EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 1996
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC - BALANCE SHEET
<TABLE>
<CAPTION>
C200 (less than) -
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
RCON
1. Cash and balances due from depository institutions (from Schedule RC-A): ----
a. Noninterest-bearing balances and currency and coin (1)____________________________0081. . 75,779 1.a
b. Interest-bearing balances (2)_____________________________________________________0071. . 0 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-8, column A)________________________1754. . 0 2.a
b. Available-for-sale securities (from Schedule RC-8, column D)______________________1773. . 3,231 2.b
3. Federal funds sold and securities purchased under agreements to resell:
a. Federal funds sold________________________________________________________________0276. . 0 3.a
b. Securities purchased under agreements to resell___________________________________0277. . 0 3.b
4. Loans and Lease financing receivables: RCON
a. Loans and leases, net of unearned income ----
(from Schedule RC-C)___________________________2122 . . 0 . . . . . . 4.a
b. LESS: Allowance for loan and lease losses______3123 . . 0 . . . . . . 4.b
c. LESS: Allocated transfer risk reserve__________3128 . . 0 . . . . . . 4.c
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c)_______________________________2125. . 0 4.d
5. Trading assets_______________________________________________________________________3545. . 0 5.
6. Premises and fixed assets (including capitalized leases)_____________________________2145. . 112 6.
7. Other real estate owned (from Schedule RC-M)_________________________________________2150. . 0 7.
8. Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M)_______________________________________________________________________2130. . 0 8.
9. Customers' liability to this bank on acceptances outstanding_________________________2155. . 0 9.
10. Intangible assets (from Schedule RC-M)_______________________________________________2143. . 26,407 10.
11. Other assets (from Schedule RC-F)____________________________________________________2160. . 2,692 11.
12. Total assets (sum of items 1 through 11)_____________________________________________2170. . 108,221 12.
</TABLE>
- ---------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
First Trust of Illinois, N.A. Call Date: 09/30/96 ST-BK: 17-1638 FFIEC 033
400 North Michigan Avenue Page RC-2
Chicago, IL 60611 Vendor ID: D CERT: 34094
10
Transit Number: 09600069
Schedule RC - Continued
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
LIABILITIES RCON
13. Deposits ----
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E) .................................... 2200 0 13.a
RCON
----
(1) Noninterest-bearing(1)............ 6631 0 ....... 13.a.1
(2) Interest-bearing ................. 6636 0 ....... 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries,
and IBFs ...............................................
(1) Noninterest-bearing ...............................
(2) Interest-bearing ..................................
14. Federal funds purchased and securities sold under
agreements to repurchase:
a. Federal funds purchased ................................ 0278 0 14.a
b. Securities sold under agreements to repurchase ......... 0279 0 14.b
15. a. Demand notes issued to the U.S. Treasury ............... 2840 0 15.a
b. Trading liabilities .................................... 3548 0 15.b
16. Other borrowed money:
a. With a remaining maturity of one year or less .......... 2332 0 16.a
b. With a remaining maturity of more than one year ........ 2333 0 16.b
17. Mortgage indebtedness and obligations under capitalized
leases ..................................................... 2910 0 17.
18. Bank's liability on acceptances executed and outstanding ... 2920 0 18.
19. Subordinated notes and debentures .......................... 3200 0 19.
20. Other liabilities (from Schedule RC-G) ..................... 2930 1,730 20.
21. Total liabilities (sum of items 13 through 20) ............. 2948 1,730 21.
22. Limited-life preferred stock and related surplus ........... 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus .............. 3838 0 23.
24. Common stock ............................................... 3230 1,000 24.
25. Surplus (exclude all surplus related to preferred stock) ... 3839 106,712 25.
26. a. Undivided profits and capital reserves ................. 3632 (1,221) 26.a
b. Net unrealized holding gains (losses) on
available-for-sale securities .......................... 8434 0 26.b
27. Cumulative foreign currency translation adjustments ........
28. Total equity capital (sum of items 23 through 27) .......... 3210 106,491 28.
29. Total liabilities, limited-life preferred stock, and
equity capital (sum of items 21, 22, and 28) ............... 3300 108,221 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the
statement below that best describes the most comprehensive
level of auditing work performed for the bank by
independent external auditors as of any date during 1995 ... 6724 N/A M.1
</TABLE>
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Director's examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Director's examination of the bank performed by other external auditors (may
be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- ---------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
