-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, UjE8YOz7a9N9q/F1U1aV5FCLqG4Z2HSJGTCD9on+hrOeE6XXlZykZE3bo1Wh69FN dmA5QdeCNlS0Bb5s1+7noA== 0000950124-95-000114.txt : 19950515 0000950124-95-000114.hdr.sgml : 19950515 ACCESSION NUMBER: 0000950124-95-000114 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950210 SROS: MSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEE SARA CORP CENTRAL INDEX KEY: 0000023666 STANDARD INDUSTRIAL CLASSIFICATION: SAUSAGE, OTHER PREPARED MEAT PRODUCTS [2013] IRS NUMBER: 362089049 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-51715 FILM NUMBER: 95508668 BUSINESS ADDRESS: STREET 1: THREE FIRST NATL PLZ STE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3127262600 MAIL ADDRESS: STREET 1: THREE FIRST NATL PLZ STREET 2: SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED FOODS CORP DATE OF NAME CHANGE: 19850402 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED GROCERD CORP DATE OF NAME CHANGE: 19731220 424B3 1 PRICING SUPPLEMENT 1 Rule 424(b)(3) Registration No. 33-51715 PRICING SUPPLEMENT NO. 10 DATED JANUARY 23, 1995 TO PROSPECTUS DATED JANUARY 14, 1994 AND PROSPECTUS SUPPLEMENT DATED FEBRUARY 15, 1994 SARA LEE CORPORATION Medium-Term Notes, Series B (Fixed Rate) - -------------------------------------------------------------------------------------------------------------- Principal Amount: $20,000,000 Issue Date: February 14, 1995 Issue Price: 100.000% Stated Maturity: February 14, 2005 Commission of Selling Agents: NIL Specified Currency: U.S. Dollars Net Proceeds to Issuer: $20,000,000 Form: _X_ Global Interest Rate: ___ Certificated Interest will be paid according to the following schedule:
YEAR 1: 8.20% YEAR 6: 8.70% YEAR 2: 8.30% YEAR 7: 8.80% YEAR 3: 8.40% YEAR 8: 9.00% YEAR 4: 8.50% YEAR 9: 9.30% YEAR 5: 8.60% YEAR 10: 9.60% Selling Agents: Lehman Brothers Trade Date: January 23, 1995 - -------------------------------------------------------------------------------------------------------------- Interest Payment Dates: Amortizing Notes: ___ As specified in Prospectus Supplement ___ Yes _X_ Other (specify) August 14 and February 14 _X_ No Regular Record Date: Each payment of principal of, and interest on, ___ As specified in Prospectus Supplement the Notes will be made: _X_ Other (specify) July 30 and January 30 ___ Quarterly Original Issue Discount Note: ___ Semiannually ___ Yes _X_ No ___ Other (specify) ___________________ Original Issue Discount ___________________ % Interest rate may be reset: _X_ Yes ___ No Yield to Maturity: _______________________ % Terms of reset: See "Interest Rate" above Repurchase Price (for Discount Securities): Redemption Information: Issuer has the right to call the Notes in whole on any Interest Payment Date from and including February 14, 1996 with 10 calendar days' notice at a redemption price equal to 100% of the principal amount. Other Provisions: Repayment Information - -------------------------------------------------------------------------------------------------------------- The aggregate principal amount of this offering is U.S. $20,000,000 and relates only to Pricing Supplement No. 10. Medium-Term Notes, Series B, may be issued by the Company in the aggregate principal amount of up to U.S. $400,000,000 or the equivalent in foreign currencies or foreign currency units. To date, including this offering, an aggregate of U.S. $156,000,000 or the equivalent in foreign currency or foreign currency units of Medium-Term Notes, Series B, have been issued. - -------------------------------------------------------------------------------------------------------------- TYPE OF SALE: IF PRINCIPAL TRANSACTION, REOFFERING AT: ___ As Agent _X_ varying prices related to prevailing market prices at the time of resale _X_ As Principal ___ fixed public offering prices of _______________ % of Principal Amount - --------------------------------------------------------------------------------------------------------------
2 CERTAIN FEDERAL INCOME TAX CONSIDERATIONS The following summary of certain United States federal income tax consequences with respect to the particular Notes offered hereby supplements, and to the extent inconsistent therewith replaces, the general summary of federal tax consequences with respect to the Notes set forth in the accompanying Prospectus Supplement, to which reference is hereby made. The following summary of certain United States federal income tax consequences to United States holders of the purchase, ownership and disposition of the Notes is based on laws, regulations, rulings and decisions now in effect, all of which are subject to change. It deals only with Notes held as capital assets and does not deal with persons in special tax situations, such as financial institutions, insurance companies, dealers in securities or currencies, persons holding Notes as a hedge against currency risks or as a position in a "straddle" for tax purposes, or persons whose functional currency is not the U.S. dollar. It also does not deal with holders other than original purchasers of Notes. Persons considering the purchase of the Notes should consult their tax advisors concerning the application of United States federal income tax laws to them of an investment in Notes, as well as any consequences arising under the laws of any other taxing jurisdiction. As discussed below, the Notes should not be treated as having been issued with original issue discount ("OID"). Accordingly, payments of stated interest on the Notes, including any increase in the stated interest, should be taxable to holders as ordinary interest income at the time such payments are accrued or are received (in accordance with the holder's method of accounting). Under Sections 1271 through 1275 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted on January 27, 1994 (the "OID Regulations"), a debt instrument is considered to be issued with OID if its "stated redemption price at maturity" exceeds its "issue price" by more than a de minimis amount. Holders of debt instruments issued with OID 3 generally must include the discount in income in advance of the receipt of cash payments attributable to the income. The issue price of the Notes initially will be the initial price at which a substantial portion of the Notes are sold (not including sales to bond houses, brokers or similar persons acting in the capacity of underwriters or wholesalers). The "stated redemption price at maturity" of a debt instrument equals all amounts payable with respect to the debt instrument, other than payments of "qualified stated interest" (i.e., interest unconditionally payable at least annually at a single fixed rate). The Notes are callable at the option of the Company on each interest payment date commencing February 14, 1996. The OID Regulations provide that a call option will be deemed exercised solely for purposes of the accrual of OID if exercise of the call would minimize the yield on the debt instrument. If the debt instrument is not in fact called, a new debt instrument is deemed issued for an issue price equal to the presumptively redeemed debt instrument's issue price (plus any prior accruals of OID). Since the interest rate on the Notes increases every year, for purposes of determining the accrual, if any, of OID, the call option should be presumed exercised on each call date on which an increase in interest rate takes effect. The Notes accordingly should be treated as a series of one-year debt instruments, each of which has a stated redemption price at a maturity equal to the principal amount of the Notes, and the Notes should not be treated as having OID regardless of their increasing interest rate. Holders of Notes should be aware that the OID Regulations provide that the presumption which deems a call option as exercised does not apply for purposes of treating a debt instrument as a short-term obligation to which the acquisition discount rules and other provisions, such as those limiting interest deductions on borrowings made to invest in short-term obligations, could apply. However, the OID Regulations also grant the Commissioner authority to depart from the OID Regulations in order to avoid an unreasonable result. For example, the OID Regulations provide that if a principal purpose of including an early call option that is not expected to be exercised by the issuer in the terms of a current-pay, increasing-rate note is to protect the holder from tax- 2 4 able income in excess of the interest payments by virtue of the deemed exercise rules and if the effect would be to substantially reduce the present value of a holder's tax liability arising from the note, the Commissioner can apply the OID Regulations (in whole or in part) without regard to the deemed exercise rule discussed in the preceding paragraph. The Company intends to treat the deemed exercise rules as applicable to the Notes and does not expect to report any OID with respect to the Notes. Holders are urged to consult their own tax advisors concerning the application of the OID Regulations to the Notes. 3
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