<PAGE>
As filed with the Securities and Exchange Commission on September 9, 1999
Registration No. 333-86707
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------
Post-Effective Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
under
The Securities Act of 1933
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SARA LEE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Maryland 2000 36-2089049
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction Industrial Identification Number)
of Incorporation or Classification Code No.)
Organization)
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)
--------------
Roderick A. Palmore, Esq.
Senior Vice President, General Counsel and Secretary
Sara Lee Corporation
Three First National Plaza, Suite 4600
Chicago, Illinois 60602-4260
(312) 726-2600
(Name, Address, Including Zip Code, and Telephone Number, Including Area code,
of Agent for Service)
--------------
Copies to:
Charles W. Mulaney, Jr., Esq. W. Leslie Duffy, Esq.
Skadden, Arps, Slate, Meagher & Flom Cahill Gordon & Reindel
(Illinois) Eighty Pine Street
333 W. Wacker Drive, Suite 2100 New York, New York 10005
Chicago, Illinois 60606-1285 (212) 701-3000
(312) 407-0700
Approximate Date of Commencement of Proposed Sale of the Securities to the
Public: Upon consummation of the merger referred to herein.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
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. [X]
Registration No. 333-86707
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers
Section 2-418 of the Maryland General Corporation Law provides for
indemnification of the Registrant'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, as amended (the "Securities Act"). The
Registrant has purchased and maintains insurance as is permitted by 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 Registrant provides
for such indemnification to the extent and under the circumstances permitted by
Section 2-418.
Article V of the By-Laws of the Registrant provides as follows:
Section 1. Right To Indemnification. To the maximum extent permitted by
Maryland law in effect from time to time, the Registrant 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 Registrant 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 Registrant and at the
request of the Registrant, 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 Registrant 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 Registrant in any of the capacities described in (a) or (b)
above and to any employee or agent of the Registrant or a predecessor of the
Registrant.
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 (a) the
Registrant denies such request, in whole or in part, or (b) 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 Registrant.
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
Registrant, (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 Registrant and
each director or officer of the Registrant 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.
II-1
<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 of expenses as may be permitted by law.
These indemnification provisions may be sufficiently broad to permit
indemnification of the Registrant's officers, directors and other corporate
agents for liabilities (including reimbursement of expenses incurred) arising
under the Securities Act of 1933.
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
2.1 Agreement and Plan of Merger, dated as of June 8, 1999 by and
among Chock full o'Nuts Corporation, Sara Lee Corporation and CFN
Acquisition Corporation (included as Annex 1 to the Prospectus).
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.
4.2 Articles Supplementary to the Charter of the Registrant, dated May
18, 1990, incorporated by reference to Exhibit 4.2 of the
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, incorporated by reference to Exhibit 4.3 of the
Registration Statement No. 33-59002 on Form S-8 filed with the
Commission on March 4, 1993.
4.4 Articles of Amendment to the Charter of Registrant, dated November
19, 1998, incorporated by reference to Exhibit 4.4 of the
Registration Statement No. 333-71797 on Form S-3 filed with the
Commission on February 4, 1999.
4.5 Articles Supplementary to the Charter of the Registrant, dated
January 7, 1999, incorporated by reference to Exhibit 4.5 of the
Registration Statement No. 333-71797 on Form S-3 filed with the
Commission on February 4, 1999.
4.6 Amended By-Laws of the Registrant, dated August 29, 1996,
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.
4.7 Stockholder Rights Agreement, dated as of March 26, 1998 between
the Registrant and First Chicago Trust Company of New York, as
Rights Agent, incorporated by reference to Exhibit 4.1 of the
Registration Statement on Form 8-A filed with the Commission on
May 19, 1998.
* 5.1 Opinion of Roderick A. Palmore, Esq., Senior Vice President,
Secretary and General Counsel of Sara Lee Corporation.
8.1 Opinion of Cahill Gordon & Reindel, as to tax matters.
*23.1 Consent of Arthur Andersen LLP, Independent Auditors.
*23.2 Consent of Ernst & Young LLP, Independent Auditors.
*23.3 Consent of Grant Thornton LLP, Independent Certified Public
Accountants.
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
*23.4 Consent of Roderick A. Palmore, Esq. (included in Exhibit 5.1).
23.5 Consent of Cahill Gordon & Reindel (included in Exhibit 8.1).
*24.1 Powers of Attorney.
*99.1 Consent of Credit Suisse First Boston Corporation.
*99.2 Form of Proxy of Chock full o'Nuts Corporation.
*99.3 Form of Affiliate Letter.
</TABLE>
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* Previously filed.
Item 22. Undertakings
(a) 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 Section 15(d) of the
Securities 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.
(b) (1) The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of
a prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(2) The registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (b)(1) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is
used in connection with an offering of securities subject to Rule 415, will be
filed as a part of an amendment to the registration statement and will not be
used until such amendment is effective, and that, for purposes 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.
(c) 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, 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
Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(d) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
(e) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on September 9, 1999.
Sara Lee Corporation
/s/ Roderick A. Palmore
By: _________________________________
Name: Roderick A. Palmore
Title:Senior Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons on behalf of Sara Lee Corporation and in
the capacities indicated on September 9, 1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ John H. Bryan Chairman of the Board, Chief Executive
___________________________________________ Officer and Director
John H. Bryan
/s/ C. Steven McMillan President and Chief Operating Officer and
___________________________________________ Director
C. Steven McMillan
/s/ Frank L. Meysman Executive Vice President and Director
___________________________________________
Frank L. Meysman
/s/ Judith A. Sprieser Executive Vice President, Chief Financial
___________________________________________ Officer and Director
Judith A. Sprieser
/s/ Wayne R. Szypulski Vice President and Controller
___________________________________________
Wayne R. Szypulski
* Director
___________________________________________
Paul A. Allaire
Director
___________________________________________
Frans H.J.J. Andriessen
* Director
___________________________________________
Duane L. Burnham
* Director
___________________________________________
Charles W. Coker
* Director
___________________________________________
James S. Crown
* Director
___________________________________________
Willie D. Davis
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C>
Director
___________________________________________
Vernon E. Jordan, Jr.
* Director
___________________________________________
James L. Ketelsen
* Director
___________________________________________
Hans B. van Liemt
* Director
___________________________________________
Joan D. Manley
Director
___________________________________________
Rozanne L. Ridgway
* Director
___________________________________________
Richard L. Thomas
* Director
___________________________________________
</TABLE> John D. Zeglis
* By Roderick A. Palmore 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/ Roderick A. Palmore
By: _________________________________
Roderick A. Palmore
AS ATTORNEY-IN-FACT
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<C> <S>
2.1 Agreement and Plan of Merger, dated as of June 8, 1999 by and among
Chock full o'Nuts Corporation, Sara Lee Corporation and CFN
Acquisition Corporation (included as Annex 1 to the Prospectus).
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.
4.2 Articles Supplementary to the Charter of the Registrant, dated May 18,
1990, incorporated by reference to Exhibit 4.2 of the 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, incorporated by reference to Exhibit 4.3 of the Registration
Statement No. 33-59002 on Form S-8 filed with the Commission on March
4, 1993.
4.4 Articles of Amendment to the Charter of Registrant, dated November 19,
1998, incorporated by reference to Exhibit 4.4 of the Registration
Statement No. 333-71797 on Form S-3 filed with the Commission on
February 4, 1999.
4.5 Articles Supplementary to the Charter of the Registrant, dated January
7, 1999, incorporated by reference to Exhibit 4.5 of the Registration
Statement No. 333-71797 on Form S-3 filed with the Commission on
February 4, 1999.
4.6 Amended By-Laws of the Registrant, dated August 29, 1996, 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.
4.7 Stockholder Rights Agreement, dated as of March 26, 1998 between the
Registrant and First Chicago Trust Company of New York, as Rights
Agent, incorporated by reference to Exhibit 4.1 of the Registration
Statement on Form 8-A filed with the Commission on May 19, 1998.
*5.1 Opinion of Roderick A. Palmore, Esq., Senior Vice President, Secretary
and General Counsel of Sara Lee Corporation.
8.1 Opinion of Cahill Gordon & Reindel, as to tax matters.
*23.1 Consent of Arthur Andersen LLP, Independent Auditors.
*23.2 Consent of Ernst & Young LLP, Independent Auditors.
*23.3 Consent of Grant Thornton LLP, Independent Certified Public
Accountants.
*23.4 Consent of Roderick A. Palmore, Esq. (included in Exhibit 5.1).
23.5 Consent of Cahill Gordon & Reindel (included in Exhibit 8.1).
*24.1 Powers of Attorney.
*99.1 Consent of Credit Suisse First Boston Corporation.
*99.2 Form of Proxy of Chock full o'Nuts Corporation.
*99.3 Form of Affiliate Letter.
</TABLE>
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*Previously filed.
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<PAGE>
Exhibit 8.1
September 8, 1999
Chock Full O'Nuts Corporation
370 Lexington Avenue
New York, New York 10017
Ladies and Gentlemen:
You have requested our opinion as to whether, for federal income tax
purposes, the proposed merger (the "Merger") of CFN Acquisition Corporation
("Subco"), a New York corporation that is a direct, wholly-owned subsidiary of
Sara Lee Corporation, a Maryland corporation ("Parent"), with and into Chock
Full O'Nuts Corporation, a New York corporation (the "Company"), will constitute
a "reorganization" within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended (the "Code"). Any capitalized terms not defined herein
will have the meaning ascribed to them in the Agreement and Plan of Merger among
Parent, Subco and the Company dated as of June 8, 1999 (such agreement,
including all schedules and exhibits thereto, hereinafter referred to as the
"Merger Agreement").
In rendering this opinion, we have relied, with your consent, upon the
following assumptions:
1. The representations of Parent set forth in the certificate attached
hereto as Exhibit A, and the representations of the Company set forth in the
certificate attached hereto as Exhibit B, are true and complete, in each case
without regard to any qualification as to knowledge and belief;
<PAGE>
2. Parent will comply in all respects with the undertakings set forth in
the certificate attached hereto as Exhibit A, and Company will comply in all
respect with the undertakings set forth in the certificate attached hereto as
Exhibit B;
3. The Merger will be consummated in accordance with the Merger Agreement;
and
4. The factual information contained in the Registration Statement,
Registration No. 333-86707, covering the registration of Parent Common Stock
under the Securities Act of 1933, as amended, as filed by Parent with the
Securities and Exchange Commission on September 8, 1999, is true and complete.
This opinion is based upon existing laws, regulations, Internal Revenue
Service positions, and judicial decisions, any of which may be changed at any
time with retroactive effect. We assume no obligation to modify or supplement
our opinion if, after the date hereof, any such laws, regulations, positions, or
decisions change or we become aware of any facts that might change our opinion.
Based on and subject to the foregoing assumptions, we are of the opinion
that, for federal income tax purposes:
(i) the Merger will be treated as a reorganization within the
meaning of Section 368(a) of the Code;
(ii) with respect to a shareholder of Company Common Stock that,
pursuant to the Merger, exchanges Company Common Stock solely for Parent Common
Stock: (A) no gain or loss will be recognized on the exchange except with
respect to gain, if any, realized with respect to a fractional share of Parent
Common Stock, (B) the aggregate tax basis in the Parent Common Stock received in
the exchange (including any fractional share of Parent Common Stock) will be the
same as the aggregate tax basis in the Company Common Stock surrendered, and (C)
the holding period of the Parent Common Stock received in the exchange will
include the holding period of the Company Common Stock surrendered;
(iii) with respect to a shareholder of Company Common Stock that,
pursuant to the Merger, exchanges a block of Company Common Stock for Parent
Common Stock and cash under the Parent Election: (A) gain, but not loss, will be
recognized on the exchange in an amount equal to (1) the lesser of (a) the
amount of gain, if any, realized by the Company shareholder on the exchange and
(b) the amount of cash received (excluding any cash received with respect to a
fractional share of Parent Common Stock), which recognized gain will be treated
as capital gain unless the cash received has the effect of the distribution of a
dividend, in
<PAGE>
which case the gain should be treated as a dividend to the extent of the
shareholder's retable share of Company's undistributed earnings and profits,
plus (2) any gain recognized with respect to a fractional share of Parent Common
Stock, (B) the aggregate tax basis in the Parent Common Stock received in the
exchange (including any fractional share of Parent Common Stock) will be the
same as the aggregate tax basis in the Company Common Stock surrendered,
decreased by the cash received (other than cash received with respect to a
fractional share of Parent Common Stock) and increased by any recognized gain
taxed as capital gain or dividend income (other than gain recognized with
respect to a fractional share of Parent Common Stock), and (C) the holding
period of the Parent Common Stock received in the exchange will include the
holding period of the Company Common Stock surrendered; and
(iv) the gain recognized with respect to a fractional share of Parent
Common Stock will equal the excess of the cash received for the fractional share
over the portion of the aggregate tax basis of the shareholder's Parent Common
Stock that is allocable to the fractional share.
This opinion is intended only for the use of the Company and its
shareholders in connection with the Merger. This opinion may not be relied upon,
or quoted in whole or in part, by any other person or for any other purpose.
We hereby consent to the filing of this opinion as an exhibit to the
Parent's Registration Statement relating to the Merger.
Very truly yours,
/s/ Cahill Gordon & Reindel
