<PAGE>
As filed with the Securities and Exchange Commission on February 5, 1999
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
SARA LEE CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 2089049
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, ILLINOIS 60602-4260
(312) 726-2600
(Address of Principal Executive Offices)
1998 LONG-TERM INCENTIVE STOCK PLAN
AND
EXECUTIVE DEFERRED COMPENSATION PLAN
(Full Title of Plan)
JANET LANGFORD KELLY, ESQ.
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
SARA LEE CORPORATION
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, ILLINOIS 60602-4260
(312) 558-8503
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered unit price registration fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 60,000,000 (1)(2) $24.03(3) $1,441,800,000(3) $400,820.40
- ----------------------------------------------------------------------------------------------------
Preferred Stock
Purchase Rights (1)(4) (4) (4) (4)
- ----------------------------------------------------------------------------------------------------
Deferred
Compensation
Obligations $10,000,000 100% $10,000,000 $2,780
====================================================================================================
</TABLE>
<PAGE>
(1) Also registered hereby are such additional and indeterminable number of
shares of Common Stock and Preferred Stock Purchase Rights ("Rights") as may
become issuable due to adjustments for changes resulting from stock
dividends, stock splits and similar changes.
(2) The information included in this Registration Statement gives effect to a
2-for-1 split of the Company's outstanding Common Stock which was effected in
the form of a 100 percent stock dividend which was declared on October 29,
1998 and distributed on December 21, 1998 to stockholders of record as of the
close of business on December 1, 1998.
(3) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rules 457(h)(1) and 457(c) under the Securities Act of 1933,
based upon the average of the high and low sale prices of the Common Stock,
$.01 par value, of Sara Lee Corporation on the New York Stock Exchange on
February 2, 1999.
(4) Rights are initially carried and traded with the Common Stock of the
Company. Value attributable to such rights, if any, is reflected in the
market price of the Common Stock.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Sara Lee Corporation (the
"Company") are incorporated herein by reference (Commission File No. 1-3344):
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended June 27, 1998.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 26, 1998.
(c) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
June 27, 1998.
(d) The description of the Company's Common Stock, $.01 par value,
which is contained in the Company's Registration Statement filed with the
Commission under Section 12 of the Exchange Act, including any subsequent
amendment or report filed for the purpose of updating such description.
(e) The description of the Preferred Stock Purchase Rights contained
in the Company's Registration Statement on Form 8-A filed with the
Commission under Section 12 of the Exchange Act, including any subsequent
amendment or report filed for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock and Deferred Compensation
Obligations offered hereby have been passed upon for the Company by
Janet Langford Kelly,
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<PAGE>
Senior Vice President, Secretary and General Counsel of the Company. As of
December 31, 1998, Ms. Kelly beneficially owned 83,188 shares of Common Stock
and had the right to acquire 128,394 shares of Common Stock through the
exercise of options pursuant to stock option plans of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 2-418 of the Maryland General Corporation Law provides for
indemnification of the Company's directors, officers, employees and agents
under specified circumstances, which may include indemnity against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
under the Securities Act of 1933 (the "Securities Act"). The Company 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 Bylaws of the Company provides for such
indemnification to the extent and under the circumstances permitted by said
Section 2-418.
Article V of the Bylaws of the Company 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.
II-2
<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 of expenses as may be permitted
by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS.
A list of exhibits included as part of this Registration Statement
is set forth in the Exhibit Index appearing elsewhere herein and is
incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
II-3
<PAGE>
(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 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 the registration statement or any
material change to such information in the registration statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and 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 Securities Exchange Act
of 1934 that are incorporated by reference in the registration statement.
(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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) 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
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.
(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
II-4
<PAGE>
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.
II-5
<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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on this
29th day of January, 1999.
SARA LEE CORPORATION
By: /s/ Janet Langford Kelly
---------------------------------------------
Janet Langford Kelly
Senior Vice President, Secretary and
General Counsel
KNOW ALL PEOPLE 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 attorney-in-fact and
agent, with full power of substitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, 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, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming that
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. This Power of Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of January 29, 1999.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ John H. Bryan Chairman of the Board and
- ------------------------------ Chief Executive Officer and Director
John H. Bryan (Principal Executive Officer)
/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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
/s/ Judith A. Sprieser Executive Vice President and Chief
- ------------------------------ Financial Officer and Director
Judith A. Sprieser (Principal Financial Officer)
/s/ Wayne R. Szypulski Vice President and Controller
- ------------------------------ (Principal Accounting Officer)
Wayne R. Szypulski
/s/ Paul A. Allaire Director
- ------------------------------
Paul A. Allaire
/s/ Frans H.J.J. Andriessen Director
- ------------------------------
Frans H.J.J. Andriessen
/s/ Duane L. Burnham Director
- ------------------------------
Duane L. Burnham
/s/ Charles W. Coker Director
- ------------------------------
Charles W. Coker
/s/ James S. Crown Director
- ------------------------------
James S. Crown
/s/ Willie D. Davis Director
- ------------------------------
Willie D. Davis
/s/ Vernon E. Jordan, Jr. Director
- ------------------------------
Vernon E. Jordan, Jr.
/s/ James L. Ketelsen Director
- ------------------------------
James L. Ketelsen
/s/ Hans B. van Liemt Director
- ------------------------------
Hans B. van Liemt
/s/ Joan D. Manley Director
- ------------------------------
Joan D. Manley
/s/ Rozanne L. Ridgway Director
- ------------------------------
Rozanne L. Ridgway
/s/ Richard L. Thomas Director
- ------------------------------
Richard L. Thomas
/s/ John D. Zeglis Director
- ------------------------------
John D. Zeglis
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4.1 Articles of Restatement of Charter of the Company, dated
April 9, 1990 (incorporated by reference to Exhibit 4.1 of
the Company's Registration Statement on Form S-8 (No. 33-35760)
filed with the Commission on July 6, 1990)
4.2 Articles Supplementary to the Charter of the Company, dated
May 18, 1990 (incorporated by reference to Exhibit 4.2 of
the Company's Registration Statement on Form S-8 (No. 33-37575)
filed with the Commission on November 1, 1990)
4.3 Articles Supplementary to the Charter of the Company, dated
October 30, 1992 (incorporated by reference to Exhibit 4.3
of the Company's Registration Statement on Form S-8 (No. 33-59002)
filed with the Commission on March 4, 1993)
4.4 Articles of Amendment of Charter of the Company, dated
November 19, 1998 (incorporated by reference to Exhibit 4.4
of the Company's Registration Statement on Form S-3 (No. 333-71797)
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 Company's Registration
Statement on Form S-3 (No. 333-71797) filed with the Commission on February 4, 1999)
4.6 Amended By-laws of the Company, dated August 29, 1996
(incorporated by reference to Exhibit 3(b) of the Company's
Annual Report on Form 10-K for the fiscal year ended June 29, 1996
(File No. 1-3344))
4.7 Stockholder Rights Agreement, dated as of March 26, 1998,
between the Company and First Chicago Trust Company of New
York, as Rights Agent (incorporated by reference to Exhibit 4.1
of the Company's Registration Statement on Form 8-A filed with
the Commission on May 19, 1998 (File No. 1-3344))
*5 Opinion of Janet Langford Kelly, Esq., Senior Vice President,
Secretary and General Counsel
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Janet Langford Kelly, Esq. (included in Exhibit 5)
*24 Powers of Attorney (included on signature page to this Registration
Statement)
*99.1 1998 Long-Term Incentive Stock Plan, as amended on January 27, 1999
(incorporated by reference to Exhibit 99.4 of the Company's
Registration Statement on Form S-3 (No. 333-71797) filed with the
Commission on February 4, 1999).
</TABLE>
<PAGE>
__________
*Filed herewith.
<PAGE>
Exhibit 5
[Sara Lee Corporation letterhead]
January 29, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Sara Lee Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
I am Senior Vice President, Secretary and General Counsel of Sara
Lee Corporation (the "Company"). In that connection, I am familiar with the
filing by the Company of a Registration Statement on Form S-8 (the
"Registration Statement") with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Act"), relating to
60,000,000 shares of the Company's common stock, $.01 par value ("Common
Stock"), including the preferred stock purchase rights appurtenant thereto,
to be offered to participants in the Company's 1998 Long-Term Incentive Stock
Plan (the "1998 Plan"), and $10,000,000 aggregate amount of deferred
compensation obligations ("Deferred Compensation Obligations") of the Company
to be offered to participants in the Company's Executive Deferred
Compensation Plan (the "Compensation Plan," and together with the 1998 Plan,
the "Plans"). The terms of the preferred stock purchase rights are set forth
in the Rights Agreement dated as of March 26, 1998 (the "Rights Agreement")
between the Company and First Chicago Trust Company of New York, as Rights
Agent.
I am also familiar with the Articles of Restatement of Charter and
the Amended By-Laws of the Company and all supplements or amendments thereto
and resolutions of the Board of Directors of the Company relating to the
Plans and the Registration Statement.
In this connection, I have examined or caused to be examined and am
familiar with originals or copies, certified or otherwise identified to my
satisfaction, of all such records of the Company and others as I have deemed
necessary or appropriate as a basis for the opinions set forth herein. In my
examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as original, certified or
photostatic copies, the authenticity of the originals of such certified or
photostatic documents and the legal capacity of all natural persons. As to
any facts material to the opinions expressed herein which were not
independently established or verified by me, I have relied upon statements
and representations of certain officers and other representatives of the
Company and others.
Based upon the foregoing, I am of the opinion that:
<PAGE>
1. The Company is duly incorporated and validly existing under the
laws of the State of Maryland.
2. If the Company's Board of Directors or a duly authorized
committee thereof authorizes the issuance of authorized and unissued shares
of Common Stock for the consideration provided in the 1998 Plan, each such
share will, when (i) the Registration Statement shall have become effective
under the Act and (ii) a certificate representing such share shall have been
duly executed, countersigned and registered and duly delivered against the
receipt by the Company of the consideration provided in the 1998 Plan, be
validly issued, fully paid and non-assessable.
3. The preferred stock purchase rights associated with each share
of Common Stock referred to in paragraph 2 will be validly issued when
(i) such rights shall have been duly issued in accordance with the terms of
the Rights Agreement and (ii) such share shall have been duly issued and paid
for as set forth in paragraph 2.
4. The Compensation Plan has been duly adopted by the Company.
5. The Deferred Compensation Obligations have been duly authorized
by the Company, and each Deferred Compensation Obligation will be a legally
issued and binding obligation of the Company (except to the extent
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar laws
affecting the enforcement of creditors' rights generally and by the effect of
general principles of equity, regardless of whether enforceability is
considered in a proceeding in equity or at law) when (i) the Registration
Statement shall have become effective under the Act and (ii) such Deferred
Compensation Obligation shall have been duly issued in accordance with the
terms of the Compensation Plan.
I do not find it necessary for the purposes of this opinion letter
to cover, and accordingly I express no opinion as to, the application of the
securities or blue sky laws of the various states to the sale of shares of
Common Stock or Deferred Compensation Obligations.
This opinion is limited to the General Corporation Law of the State
of Maryland.
I assume no obligation to update or supplement this opinion letter
to reflect any facts or circumstances which may hereafter come to my
attention with respect to the opinions expressed above, including any changes
in applicable law which may hereafter occur.
I hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement.
Sincerely,
/s/ Janet Langford Kelly
Janet Langford Kelly
<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 on Form S-8, used
to register 60,000,000 shares of common stock and $10,000,000 aggregate
amount of deferred compensation obligations of Sara Lee Corporation, of our
report dated July 27, 1998, included in Sara Lee Corporation's Annual Report
on Form 10-K for the fiscal year ended June 27, 1998 and to all references to
our firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois
February 4, 1999
