<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 1997
REGISTRATION NO. 333-21101
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SARA LEE CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 36-2089049
(State of incorporation) (I.R.S. Employer Identification Number)
THREE FIRST NATIONAL PLAZA,
Suite 4600,
Chicago, Illinois 60602-4260
(312) 726-2600
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
with a copy to
JANET L. KELLY, ESQ. ARTHUR D. STOUT
Senior Vice President, Secretary and Squadron, Ellenoff, Plesent &
General Counsel Sheinfeld, LLP
Sara Lee Corporation, Three First 551 Fifth Avenue
National Plaza, Suite 4600, New York, New York 10176
Chicago, Illinois 60602-4260 (212) 661-6500
(312) 558-8503
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined in
light of market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
-----
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. X
--
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ( )
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ( )
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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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PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE FEE
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Common Stock,
$1.331/3 par value
(including Preferred
Stock Purchase
Rights) . . . . . . 82,383 $39.13 $3,223,234.88 $976.74
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(1) Maximum number of shares which may be offered.
(2) The price per share, estimated solely for purposes of calculating the
registration fee pursuant to Rule 457(c), is based on the average of the
high and low prices per share as reported on the New York Stock Exchange
Composite Transaction Tape on February 3, 1997.
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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Chicago, Illinois on the 13 day of June, 1997.
SARA LEE CORPORATION
By: /s/ Janet Langford Kelly
---------------------------
Janet Langford Kelly
Senior Vice President, Secretary
and General Counsel
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities indicated.
Signatures Capacity Date
---------- -------- ----
/s/ John H. Bryan
- -------------------------- Chairman of the Board, June 13, 1997
John H. Bryan Chief Executive Officer
and Director
/s/ Michael E. Murphy
- ---------------------------- Vice Chairman and Chief June 13, 1997
Michael E. Murphy Administrative Officer
and Director
/s/ Donald J. Franceschini
- --------------------------- Vice Chairman June 13, 1997
Donald J. Franceschini and Director
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/s/ C. Steven McMillan
- ---------------------------- President and Director June 13, 1997
C. Steven McMillan
/s/ Frank L. Meysman
- ---------------------------- Executive Vice President June 13, 1997
Frank L. Meysman and Director
/s/ Judith A. Sprieser
- ---------------------------- Senior Vice President and June 13, 1997
Judith A. Sprieser Chief Financial Officer
/s/ Wayne R. Szypulski
- ---------------------------- Vice President and June 13, 1997
Wayne R. Szypulski Controller
/s/ *
- ---------------------------- Director June 13, 1997
Paul A. Allaire
/s/ *
- ---------------------------- Director June 13, 1997
Frans H.J.J. Andriessen
/s/ *
- ---------------------------- Director June 13, 1997
Duane L. Burnham
/s/ *
- ---------------------------- Director June 13, 1997
Charles W. Coker
/s/ *
- ---------------------------- Director June 13, 1997
Willie D. Davis
/s/ *
- ---------------------------- Director June 13, 1997
Allen F. Jacobson
/s/ *
- ---------------------------- Director June 13, 1997
Vernon E. Jordan, Jr.
/s/ *
- ---------------------------- Director June 13, 1997
James L. Ketelsen
/s/ *
- ---------------------------- Director June 13, 1997
Hans B. van Liemt
/s/ *
- ---------------------------- Director June 13, 1997
Joan D. Manley
/s/ *
- ---------------------------- Director June 13, 1997
Newton N. Minow
/s/ *
- ---------------------------- Director June 13, 1997
Sir Arvi H. Parbo
/s/ *
- ---------------------------- Director June 13, 1997
Rozanne L. Ridgway
/s/ *
- ---------------------------- Director June 13, 1997
Richard L. Thomas
*By R. Henry Kleeman 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
/s/ R. Henry Kleeman
------------------------
R. Henry Kleeman
As Attorney-in-Fact
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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 fiscal
year ended June 29, 1996 and to all references to our Firm included in this
registration statement.
Signed: Arthur Andersen LLP
Chicago, Illinois
June 13, 1997
