<PAGE>
As filed with the Securities and Exchange Commission on December 16, 1996
Registration No. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
(Exact name of registrant as specified in its charter)
Maryland 36-2089049
(State of incorporation) (I.R.S. Employer Identification Number)
Three First National Plaza,
Suite 4600,
Chicago, Illinois 60602-4260
(312) 726-2600
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Janet L. Kelly, Esq. SARA LEE CORPORATION U.K.
Senior Vice President, Secretary and SHARE SAVINGS SCHEME,
General Counsel IRISH SHARE SAVINGS
Sara Lee Corporation, Three First SCHEME AND SHARE PARTICIPATION
National Plaza, Suite 4600, SCHEME FOR IRELAND
Chicago, Illinois 60602-4260 (Full title of the Plans)
(312) 558-8503
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
Proposed Proposed
Title of each class of Amount maximum maximum
securities to be registered to be offering price aggregate Amount of
registered( ) per unit(1) offering price registration fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.33 1/3 par value
(including Preferred
Stock Purchase
Rights) . . . . . . 750,000 $36.37 $27,277,500.00 $8,265.91
- ----------------------------------------------------------------------------------------------
(1) The price per share, estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c), is based on the average of the high and low prices per share as
reported on the New York Stock Exchange Composite Transaction Tape on December 6, 1996.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement on Form S-8 relates to the registration of
shares of the common stock, $1.33 1/3 par value per share (the "Common Stock"),
of Sara Lee Corporation (the "Corporation" or the "Registrant").
The following documents filed with the Securities and Exchange Commission
(the "Commission") in accordance with the provisions of the Securities Exchange
Act of 1934 (the "Exchange Act") are incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K for the fiscal year
ended June 29, 1996;
(b) All other reports filed by the Corporation pursuant to Section
13(a) or 15(d) of the Exchange Act since June 29, 1996; and
(c) The Registration Statement No. 33-18488 filed with the Commission
on November 12, 1987, and Registration Statement No. 34-397183 on Form 8-A
filed with the Commission on May 11, 1988 (as amended by Form 8 thereto
filed with the Commission on November 15, 1989), as to Description of the
Common Stock of the Corporation only.
In addition, all documents subsequently filed by the Corporation pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all of the securities offered hereby have been sold or which deregisters
all of such securities then remaining unsold shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Corporation by Janet L. Kelly, Esq., Senior Vice President,
Secretary and General Counsel of the Corporation. As of December 1, 1996, Ms.
Kelly owned 12,041 shares of Common Stock and had the right to acquire 12,333
shares of Common Stock through the exercise of options pursuant to stock option
plans of the Corporation.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 2-418 of the Maryland General Corporation Law provides for
indemnification of the Corporation's directors, officers, employees, and agents
under specified circumstances, which may include indemnity against expenses,
including attorneys' fees and judgments, fines, and amounts paid in settlement
under the Securities Act of 1933. The Corporation has purchased and maintains
insurance as is permitted by said Section 2-418 on behalf of directors and
officers, which insurance may cover liabilities under the Securities Act of
1933. 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 or 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 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 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 Bylaws 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.
<PAGE>
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 for expenses as may be permitted by law."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Articles of Restatement of Charter of the Registrant, dated April 9,
1990, defining the rights of holders of the Registrant's securities,
incorporated by reference to Exhibit 4.1 of Registration Statement
No. 33-35760 on Form S-8 filed with the Commission on July 6, 1990
and Exhibit 3(a) to report on Form 10-K for fiscal year ended July 2,
1994.
4.2 Amended By-Laws of the Registrant, dated August 29, 1996, defining
the rights of holders of the Registrant's securities incorporated by
reference to Exhibit (3b) of the Registrant's Annual Report on Form
10-K for the fiscal year ended June 29, 1996.
4 Rights Agreement dated as of April 28, 1988 between the Corporation
and the First National Bank of Chicago as Rights Agent, (incorporated
by reference to the Registration Statement No. 34-397183 on Form 8-A
filed with the Commission on May 11, 1988 (as amended by Form 8
thereto filed with the Commission on November 15, 1989).
5 Opinion of Janet L. Kelly, Esq., Senior Vice President, Secretary and
General Counsel of the Corporation.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Janet L. Kelly, Esq. (contained in the opinion
appearing as Exhibit 5).
24 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes:
a. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10 (a) (3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high and of the
estimated maximum offering range
<PAGE>
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424 (b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1) (a) (i) and (1) (a) (ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
b. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
c. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the 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.
<PAGE>
Form S-8 Registration Statement - U.K. and Irish Share Savings Schemes and
Share
Participation Plan for Ireland
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Chicago, Illinois on the twelfth day of December, 1996.
SARA LEE CORPORATION
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 12, 1996.
Signatures Capacity
---------- --------
John H. Bryan Chairman of the Board,
Chief Executive Officer
and Director
Michael E. Murphy Vice Chairman and Chief
Administrative Officer
and Director
Donald J. Franceschini Executive Vice President
and Director
C. Steven McMillan Executive Vice President
and Director
Judith A. Sprieser Senior Vice President and
Chief Financial Officer
Wayne R. Szypulski Vice President and Controller
* Director
- -----------------------------
Paul A. Allaire
<PAGE>
* Director
- -----------------------------
Frans H.J.J. Andriessen
* Director
- -----------------------------
Duane L. Burnham
* Director
- -----------------------------
Charles W. Coker
* Director
- -----------------------------
Willie D. Davis
* Director
- -----------------------------
Allen F. Jacobson
Director
- -----------------------------
Vernon E. Jordan, Jr.
* Director
- -----------------------------
James L. Ketelsen
* Director
- -----------------------------
Hans B. van Liemt
* Director
- -----------------------------
Joan D. Manley
* Director
- -----------------------------
Newton N. Minow
* Director
- -----------------------------
Sir Arvi H. Parbo
* Director
- -----------------------------
Rozanne L. Ridgway
* Director
- -----------------------------
Richard L. Thomas
* By Janet Langford Kelly as Attorney-in-Fact, pursuant to Powers of
Attorney executed by the directors listed above, which Powers of Attorney have
been filed with the Securities and Exchange Commission.
By /s/ Janet Langford Kelly
-------------------------------
* As Attorney-in-Fact
Dated: December 12, 1996.
<PAGE>
December 12, 1996
Board of Directors
Sara Lee Corporation
Three First National Plaza
Chicago, IL 60602-4260
Re: Sara Lee Corporation
Registration Statement on Form S-8
Dear Ladies and Gentlemen:
As General Counsel of Sara Lee Corporation, a Maryland corporation (the
"Company"), I have participated in the preparation and the filing by the
Company of a Registration Statement on Form S-8 (the "Registration
Statement") in connection with the registration under the Securities Act of
1933, as amended, of 750,000 shares of the Company's common stock, par value
$1.33-1/3 per share ("Common Stock") for issuance under the Sara Lee
Corporation U.K. Share Savings Scheme, Irish Share Savings Scheme and Share
Participation Scheme for Ireland (the "Plans"). All capitalized terms not
otherwise defined herein have the same meanings set forth in the Registration
Statement.
I have examined such agreements, documents, instruments and records as I
deemed necessary or appropriate under the circumstances for me to express the
opinion set forth below. Based upon and subject to the foregoing, it is my
opinion that the Common Stock when issued and paid for in accordance with the
terms of the respective plans, will be duly authorized and validly issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Corporation's Registration
Statement on Form S-8 relating to the Common Stock.
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 Form 10-K for the fiscal year ended June 29,
1996 and to all references to our Firm included in this registration statement.
Signed: Arthur Andersen, LLP
Chicago, Illinois
December 13, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and R. Henry
Kleeman, 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-8 in connection with the issuance of up to
750,000 shares of the common stock, par value 1.33 1/3 per share, 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.
-----------------------------------
Paul A. Allaire
Dated: December 3, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and R. Henry
Kleeman, 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-8 in connection with the issuance of up to
750,000 shares of the common stock, par value 1.33 1/3 per share, 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.
-----------------------------------
Duane L. Burnham
Dated: December 12, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and R. Henry
Kleeman, 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-8 in connection with the issuance of up to
750,000 shares of the common stock, par value 1.33 1/3 per share, 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.
-----------------------------------
Charles W. Coker
Dated: December 2, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and R. Henry
Kleeman, 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-8 in connection with the issuance of up to
750,000 shares of the common stock, par value 1.33 1/3 per share, 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.
-----------------------------------
Willie D. Davis
Dated: December 12, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and R. Henry
Kleeman, 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-8 in connection with the issuance of up to
750,000 shares of the common stock, par value 1.33 1/3 per share, 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.
-----------------------------------
Allen F. Jacobson
Dated: December 5, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and R. Henry
Kleeman, 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-8 in connection with the issuance of up to
750,000 shares of the common stock, par value 1.33 1/3 per share, 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.
-----------------------------------
James L. Ketelsen
Dated: December 12, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and R. Henry
Kleeman, 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-8 in connection with the issuance of up to
750,000 shares of the common stock, par value 1.33 1/3 per share, 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.
-----------------------------------
Hans B. van Liemt
Dated: December 1, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and R. Henry
Kleeman, 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-8 in connection with the issuance of up to
750,000 shares of the common stock, par value 1.33 1/3 per share, 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.
-----------------------------------
Joan D. Manley
Dated: December 12, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and R. Henry
Kleeman, 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-8 in connection with the issuance of up to
750,000 shares of the common stock, par value 1.33 1/3 per share, 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.
-----------------------------------
Newton N. Minow
Dated: December 2, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and R. Henry
Kleeman, 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-8 in connection with the issuance of up to
750,000 shares of the common stock, par value 1.33 1/3 per share, 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.
-----------------------------------
Sir Arvi Parbo A.C.
Dated: December 3, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and R. Henry
Kleeman, 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-8 in connection with the issuance of up to
750,000 shares of the common stock, par value 1.33 1/3 per share, 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.
-----------------------------------
Rozanne L. Ridgway
Dated: December 2, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and R. Henry
Kleeman, 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-8 in connection with the issuance of up to
750,000 shares of the common stock, par value 1.33 1/3 per share, 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.
-----------------------------------
Richard L. Thomas
Dated: December 3, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and R. Henry
Kleeman, 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-8 in connection with the issuance of up to
750,000 shares of the common stock, par value 1.33 1/3 per share, 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.
-----------------------------------
Frans H.J.J. Andriessen
Dated: December 4, 1996
