<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 4, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SARA LEE CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 36-2089049
(State of incorporation) (I.R.S. Employer Identification Number)
THREE FIRST NATIONAL PLAZA,
Suite 4600,
Chicago, Illinois 60602-4260
(312) 726-2600
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
with a copy to
JANET L. KELLY, ESQ. 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. ( )
<PAGE>
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. ( )
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
Common Stock,
$1.331/3 par value
(including Preferred
Stock Purchase
Rights) . . . . . . 82,383 $39.13 $3,223,234.88 $976.74
- --------------------------------------------------------------------------------
(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.
<PAGE>
SUBJECT TO COMPLETION, DATED FEBRUARY 4, 1997
PROSPECTUS
SARA LEE CORPORATION
82,383 SHARES OF COMMON STOCK
(PAR VALUE $1.331/3 PER SHARE)
This prospectus (the "Prospectus") relates to up to 82,383 shares (the
"Shares") of common stock, par value $1.331/3 per share (the "Common Stock"), of
Sara Lee Corporation, a Maryland corporation (the "Corporation"), which may be
offered for sale by certain stockholders of the Corporation (the "Selling
Securityholders") from time to time. The distribution of the Shares by the
Selling Securityholders may be effected from time to time by one or more broker-
dealers, in one or more transactions (which may involve crosses and block
transactions) on the New York Stock Exchange or other stock exchanges on which
the Common Stock is listed pursuant to and in accordance with the rules of such
exchanges, in the over-the-counter market, in negotiated transactions or
otherwise, at prices related to the prevailing market prices or at negotiated
prices. The Registration Statement has been prepared in accordance with an
agreement between the Corporation and the Selling Securityholders.
None of the proceeds from the sale of the Shares will be received by the
Corporation. The Corporation will bear all expenses of the offering, except
that the Selling Securityholders will pay any applicable underwriters'
commissions and expenses, brokerage fees or transfer taxes, as well as the fees
and disbursements of counsel to and experts for the Selling Securityholders.
The Corporation and the Selling Securityholders have agreed to indemnify each
other against certain liabilities, including liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act").
The Common Stock is listed on the New York Stock Exchange, the Chicago
Stock Exchange, The Pacific Stock Exchange, The Stock Exchange (London),
Bourne (Paris), the Amsterdam Stock Exchange, and the (Swiss) Stock Exchanges
of Zurich, Basel, and Geneva. On February 3, 1997, the last reported sale
price of the Common Stock on the New York Stock Exchange was $39.25 per share.
Each share of Common Stock (including the Shares) includes one-fourth of a
Right to purchase one one hundredth of a share of Series A Junior Participating
Preferred Stock of the Corporation or, under certain circumstances, Common Stock
or other securities, cash or other assets.
----------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Selling Securityholders, directly or through broker-dealers or agents
designated from time to time, may sell the Shares from time to time on terms to
be determined at the time of sale. To the extent required, the specific Shares
to be sold, the purchase price, the public offering price, the names of any such
broker-dealer or agent, and any applicable commission or discount with respect
to a particular offer will be set forth in an accompanying Prospectus
Supplement. The aggregate proceeds to the Selling Securityholders from the
Shares will be the purchase price of the Shares sold
<PAGE>
less the aggregate agents' commissions and underwriters' discounts, if any, and
other expenses of issuance and distribution not borne by the Corporation. See
"Plan of Distribution."
The Selling Securityholders and any broker-dealer or agent that
participates with the Selling Securityholders in the distribution of the
Shares may be deemed "underwriters" within the meaning of the Securities Act,
and any commission received by them and any profit on the resale of the
Shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The Corporation has agreed to indemnify
the Selling Securityholders against certain liabilities, including
liabilities under the Securities Act. See "Plan of Distribution." To the
extent required, an accompanying Prospectus Supplement will set forth any
other indemnification arrangements.
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offering hereto contained and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Corporation or the Selling Securityholders. This Prospectus
does not constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make an offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create an
implication that there has been no change in the affairs of the Corporation
since the date hereof.
The date of this Prospectus is ________ __, 1997.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any State.
<PAGE>
AVAILABLE INFORMATION
The Corporation is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports,
proxy statements and other information filed by the Corporation may be
inspected and copied, at prescribed rates, at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, and at the Commission's regional offices at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material can also be
obtained at prescribed rates by writing to the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
also maintains a site on the World Wide Web at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
Such documents can also be inspected at the offices of the following
stock exchanges on which the Corporation's Common Stock is listed: New York
Stock Exchange, 20 Broad Street, New York, New York 10005; Chicago Stock
Exchange, 440 South LaSalle Street, Chicago, Illinois 60605; and The Pacific
Stock Exchange, 301 Pine Street, San Francisco, California 94104.
The Prospectus does not contain all information set forth in the
registration statement to which this Prospectus relates (the "Registration
Statement") and the exhibits thereto which the Corporation has filed with the
Commission under the Securities Act and to which reference is hereby made. The
Corporation will provide without charge to each person, including a beneficial
owner, to whom this Prospectus is delivered, on the written or oral request of
such person, a copy of any or all of the information incorporated by reference
in the Registration Statement other than exhibits to such information (unless
such exhibits are specifically incorporated by reference therein). Such written
requests should be addressed to Sara Lee Corporation, Three First National
Plaza, Suite 4600, Chicago, Illinois 60602-4260, Attention: Janet L. Kelly,
Esq., Senior Vice President, Secretary and General Counsel; telephone number
(312) 558-8503.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission in accordance with the
provisions of the Exchange Act are incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K for the fiscal year
ended June 29, 1996;
(b) All other reports filed by the Corporation pursuant to 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 and the Preferred Stock Purchase Rights of the Corporation
only.
All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing
such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the
<PAGE>
extent that a statement contained herein, or in any subsequently filed document
that also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
THE CORPORATION
The Corporation is an international manufacturer and marketer of food and
consumer packaged goods. The Corporation's products and services include frozen
baked goods; processed meats; coffee and tea; beverage systems; food and non-
food products distributed to the foodservice industry; hosiery, underwear,
activewear, and other apparel and accessory items; and personal, household and
shoe care products. The principal executive offices of the Corporation are
located at Three First National Plaza, Chicago, Illinois 60602-4260, telephone
number (312) 726-2600.
USE OF PROCEEDS
The Corporation will receive none of the proceeds from the offering and
sale of the Shares.
THE SELLING SECURITYHOLDERS
The Selling Securityholders are the owners of 82,383 shares of common
stock. From time to time, the Selling Securityholders will determine the number
of the Shares which they may sell. The determination to sell will depend on a
number of factors, including the price of the Common Stock from time to time.
The information in the following table sets forth the information provided by
the Selling Securityholders as of January 31, 1997, concerning the Selling
Securityholders' ownership of the Shares. The Selling Securityholders
beneficially own less than one percent of the issued Common Stock.
Shares Shares Which Shares Which May Be
Stockholder Presently Owned May Be Sold Owned After Sale (1)
----------- --------------- ----------- --------------------
Suzanne Rothbaum 17,850 17,850 0
Laura Rothbaum 17,850 17,850 0
Robert Rothbaum 17,850 17,850 0
Jon Dorf 9,611 9,611 0
Gregory Dorf 9,611 9,611 0
Jason Dorf 9,611 9,611 0
(1) The information in this column assumes that the Selling
Securityholders will sell all of their Shares.
The Shares were acquired by the Selling Securityholders as of September
17, 1996, in connection with the Corporation's acquisition of The Harwood
Companies, Inc., which is engaged in the business of manufacturing,
distributing, and marketing men's boxer shorts.
PLAN OF DISTRIBUTION
Any sale of the Shares by the Selling Securityholders will be for their own
accounts. The Corporation will receive none of the proceeds from the offering
and sale of the Shares.
The distribution of the Shares by the Selling Securityholders may be
effected from time to time directly or by one or more broker-dealers or agents,
in one or more transactions (which may involve crosses and block transactions)
on the New York Stock Exchange, the Pacific Stock Exchange, the Chicago Stock
Exchange or other exchanges on which the Common Stock is listed, pursuant to and
in accordance with the rules of such exchanges, in the over-the-counter market,
in negotiated transactions or otherwise, at prices related to prevailing market
prices or at negotiated prices. In the event that one or more broker-dealers or
agents agree to sell the Shares, they may do
<PAGE>
so by purchasing the Shares as principals or by selling the Shares as agents for
the Selling Securityholders. The Selling Securityholders and any such broker-
dealers or agents that participate in the distribution of the Shares may be
deemed to be underwriters, and any profit on the sale of the Shares by them and
any discounts, commissions or concessions received by them may be deemed to be
underwriting discounts and commissions under the Securities Act. To the extent
required at the time a particular offer of the Shares is made, a supplement to
this Prospectus will be distributed which will set forth the aggregate principal
amount of Shares being offered and the terms of the offering, including the name
or names of any broker-dealers or agents, the purchase price paid by any
underwriter for the Shares purchased from the Selling Securityholders, any
discounts, commissions and other items constituting compensation from the
Selling Securityholders and any discounts, commissions or concessions allowed or
reallowed or paid to broker-dealers, including the proposed selling price to the
public.
Under certain rules and regulations under the Exchange Act which are
effective until March 3, 1997, any person engaged in a distribution of the
Shares may not bid for or purchase shares of Common Stock, any right to
purchase Common Stock, or attempt to induce any person to purchase Common
Stock or any such right, during a period commencing two business days prior
to the commencement of offers to sell the Shares and ending on the Selling
Securityholders' completion of participation in the distribution. On and
after March 4, 1997, the Selling Securityholders may not bid for, purchase,
or attempt to induce any person to bid for or purchase, shares of Common
Stock during a period commencing one business day prior to the determination
of the offering price of any Shares and ending on the Selling
Securityholders' completion of participation in the distribution. In addition
and without limiting the foregoing, the Selling Securityholders will be
subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder including, without limitation, Rules 10b-6 and 106-7
until March 3, 1997 and, on and after March 4, 1997, Regulation M.
In order to comply with certain states' securities laws, if applicable, the
Shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers. In certain states, the Shares may not be sold unless the
Shares have been registered or qualified for sale in such state or an exemption
from registration or qualification is available and is complied with.
The Corporation will bear all expenses of the offering, except that the
Selling Securityholders will pay any applicable underwriters' commissions and
expenses, brokerage fees or transfer taxes, as well as the fees and
disbursements of counsel to and experts for the Selling Securityholders.
The Corporation has agreed to indemnify the Selling Securityholders
against certain liabilities, including liabilities arising under the
Securities Act.
The Corporation has agreed to use its best efforts to keep the Registration
Statement, of which this Prospectus is a part, continuously effective and usable
for a period of at least two years from the date on which the Commission
declares the Registration Statement effective or such shorter period which will
terminate when all the Shares covered by the Registration Statement have been
sold pursuant to the Registration Statement.
EXPERTS
The audited consolidated financial statements and schedules of the
Corporation incorporated by reference in this Prospectus to the extent and
for the periods indicated in their reports have been audited by Arthur
Andersen LLP, independent public accountants, and have been incorporated by
reference in this Prospectus in reliance upon the authority of said firm as
experts in auditing and accounting in giving said reports.
<PAGE>
LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Corporation by Janet L. Kelly, Esq., Senior Vice President,
Secretary and General Counsel of the Corporation. As of December 1, 1996, Ms.
Kelly owned 12,071 shares of Common Stock and had the right to acquire 12,333
shares of Common Stock through the exercise of options pursuant to stock option
plans of the Corporation.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated fees and expenses payable by the Corporation in connection
with the issuance and distribution of the Common Stock registered hereunder are
as follows:
Securities and Exchange Commission
registration fee $ 976.74
Legal fees and expenses 500.00*
Accounting fees and expenses 500.00*
Printing fee 2,000.00*
---------
Total fees and expenses $3,976.74
---------
- --------------------
* Estimated
The Corporation has agreed to bear all expenses (other than underwriting
discounts and selling commissions, brokerage fees and transfer taxes, and the
fees and expenses of counsel and other advisors to the Selling Securityholders)
in connection with the registration and sale of the Shares being offered by the
Selling Securityholders.
Item 15. Indemnification of Directors and Officers.
Section 2-418 of the Maryland General Corporation Law provides for
indemnification of the Corporation's directors, officers, employees, and agents
under specified circumstances, which may include indemnity against expenses,
including attorneys' fees and judgments, fines, and amounts paid in settlement
under the Securities Act. The Corporation has purchased and maintains insurance
as is permitted by said Section 2-418 on behalf of directors and officers, which
insurance may cover liabilities under the Securities Act. Article V of the By-
Laws of the Corporation provides for such indemnification to the extent and
under the circumstances permitted by said Section 2-418.
Article V of the By-Laws of the Corporation provides as follows:
"Section 1. Right to Indemnification. 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.
<PAGE>
"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.
"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 16. Exhibits.
<PAGE>
4.1 Articles of Restatement of Charter of the registrant, dated April 9,
1990, 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 the fiscal
year ended July 2, 1994.
4.2 Amended By-Laws of the registrant, dated August 29, 1996, incorporated
by reference to Exhibit (3b) of the registrant's Annual Report on Form
10-K for the fiscal year ended June 29, 1996.
4.3 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.
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 17. Undertakings.
(a) Rule 415 Offering
The undersigned registrant hereby undertakes:
Section 1. To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement:
(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
the 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 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 the registration statement or
any material change to such information in the registration statement;
Section 2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Section 3. To remove from registration by means of a post-effective
amendment to the Registration Statement any of the securities being registered
which remain unsold at the termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
<PAGE>
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.
(c) Policy Regarding Indemnification.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions described under Item 15, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer, or
controlling person of the registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Chicago, Illinois on the 29 day of January, 1997.
SARA LEE CORPORATION
By: /s/ Janet Langford Kelly
---------------------------
Janet Langford Kelly
Senior Vice President, Secretary
and General Counsel
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Janet Langford Kelly and R. Henry Kleeman, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement (including post-effective amendments), and any
registration statement for the same offering covered by this Registration
Statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done 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 attorneys-in-fact and agents or any of them, or their
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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.
Signatures Capacity Date
---------- -------- ----
/s/ John H. Bryan
- -------------------------- Chairman of the Board, January 29, 1997
John H. Bryan Chief Executive Officer
and Director
/s/ Michael E. Murphy
- ---------------------------- Vice Chairman and Chief January 29, 1997
Michael E. Murphy Administrative Officer
and Director
/s/ Donald J. Franceschini
- --------------------------- Executive Vice President January 29, 1997
Donald J. Franceschini and Director
<PAGE>
/s/ C. Steven McMillan
- ---------------------------- Executive Vice President January 29, 1997
C. Steven McMillan and Director
/s/ Judith A. Spencer
- ---------------------------- Senior Vice President and January 29, 1997
Judith A. Spencer Chief Financial Officer
/s/ Wayne R. Szypulski
- ---------------------------- Vice President and January 29, 1997
Wayne R. Szypulski Controller
/s/ Paul A. Allaire
- ---------------------------- Director January 29, 1996
Paul A. Allaire
/s/ Frans H.J.J. Andriessen
- ---------------------------- Director January 29, 1996
Frans H.J.J. Andriessen
/s/ Duane L. Burnham
- ---------------------------- Director January 29, 1996
Duane L. Burnham
/s/ Charles W. Coker
- ---------------------------- Director January 29, 1996
Charles W. Coker
/s/ Willie D. Davis
- ---------------------------- Director January 29, 1996
Willie D. Davis
/s/ Allen F. Jacobson
- ---------------------------- Director January 29, 1996
Allen F. Jacobson
/s/ Vernon E. Jordan, Jr.
- ---------------------------- Director January 29, 1996
Vernon E. Jordan, Jr.
/s/ James L. Ketelsen
- ---------------------------- Director January 29, 1996
James L. Ketelsen
/s/ Hans B. van Liemt
- ---------------------------- Director January 29, 1996
Hans B. van Liemt
/s/ Joan D. Manley
- ---------------------------- Director January 29, 1996
Joan D. Manley
/s/ Newton N. Minow
- ---------------------------- Director January 29, 1996
Newton N. Minow
/s/ Sir Arvi H. Parbo
- ---------------------------- Director January 29, 1996
Sir Arvi H. Parbo
/s/ Rozanne L. Ridgway
- ---------------------------- Director January 29, 1996
Rozanne L. Ridgway
/s/ Richard L. Thomas
- ---------------------------- Director
Richard L. Thomas
<PAGE>
EXHIBITS INDEX
4.1 Articles of Restatement of Charter of the registrant, dated
April 9, 1990, 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,
incorporated by reference to Exhibit (3b) of the registrant's
Annual Report on Form 10-K for the fiscal year ended June 29, 1996.
4.3 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 Exhibits 1 and 2 of 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 onNovember 15, 1989).
5 Opinion of Janet L. Kelly, Esq., Senior Vice President,
Secretary and General Counsel.
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. (contained on signature page)
<PAGE>
January 28, 1997
Board of Directors
Sara Lee Corporation
Three First National Plaza
Chicago, IL 60602-4260
Re: Sara Lee Corporation
Registration Statement on Form S-3
Dear Ladies and Gentlemen:
As General Counsel of Sara Lee Corporation, a Maryland corporation (the
"Company"), I have participated in the preparation and the filing by the
Company of a Registration Statement on Form S-3 (the "Registration
Statement") in connection with the registration under the Securities Act of
1933, as amended, of 82,383 shares of the Company's common stock, par value
$1.33-1/3 per share ("Common Stock") to be offered and sold by Suzanne
Rothbaum, Laura Rothbaum, Robert Rothbaum, Jon Dorf, Gregory Dorf and Jason
Dorf (the "Selling Stockholders"). The Board of Directors of the Company, by
resolutions duly adopted on August 29, 1996, approved the execution and
filing of the Registration Statement.
I have examined such agreements, documents, instruments and records as I deemed
necessary or appropriate under the circumstances for me to express the opinion
set forth below. Based upon and subject to the foregoing, it is my opinion that
the Common Stock when sold by the Selling Stockholders in the manner referred to
in the Registration Statement, will be duly authorized and validly issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Corporation's Registration Statement on Form S-3
relating to the Common Stock and to the reference made to me under the heading
"Legal Matters" set forth in the Prospectus forming a part of the Registration
Statement.
Very truly yours,
Janet Langford Kelly
Senior Vice President, Secretary and General Counsel
<PAGE>
EXHIBIT 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
February 4, 1997
