-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M/8rO1ALInwcaU7Yi2zavw+bbb1Md42nbMhUg6q32MINs1HxLrAmJ1bg10cye//3 VsPBsYPM8wHtaifimU5XKQ== 0000950124-95-003427.txt : 19951027 0000950124-95-003427.hdr.sgml : 19951027 ACCESSION NUMBER: 0000950124-95-003427 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19951026 EFFECTIVENESS DATE: 19951114 SROS: CSX 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63717 FILM NUMBER: 95584515 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 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on October 26, 1995 File No. ________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 36-2089049 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) THREE FIRST NATIONAL PLAZA SUITE 4600 CHICAGO, ILLINOIS 60602-4260 (Address of Principal Executive Offices) SARA LEE CORPORATION 1995 LONG-TERM INCENTIVE STOCK PLAN (Full Title of the Plan) JANET LANGFORD KELLY SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL SARA LEE CORPORATION THREE FIRST NATIONAL PLAZA SUITE 4600 CHICAGO, ILLINOIS 60602-4260 (Name and Address of Agent For Service) (312) 726-2600 Telephone Number, Including Area Code, of Agent For Service COPIES OF COMMUNICATIONS TO: MARYANN A. WARYJAS, ESQ. JENNER & BLOCK ONE IBM PLAZA CHICAGO, ILLINOIS 60611 (312) 222-9350 CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered(1) Share(2) Price(2) Fee Common Stock, 28,428,746 $29 13/16 $847,531,990.13 $292,252.41 $1.33 1/3 par value per share
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (2) The offering price is estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, as amended, and was based on the average of the high and low prices of the shares quoted on the New York Stock Exchange on October 23, 1995 as published by the Wall Street Journal. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION.* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.* * Pursuant to Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8, the information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement on Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. DOCUMENTS INCORPORATED BY REFERENCE. This Registration Statement on Form S-8 relates to the registration of shares of the common stock, $1.33 1/3 par value per share (the "Common Stock"), of Sara Lee Corporation (the "Company" or the "Registrant"). The following documents heretofore filed by the Company with the Securities and Exchange Commission (the "Commission") are incorporated by reference into this Registration Statement and made a part hereof: (a) The Company's Annual Report on Form 10-K for the fiscal year ended July 1, 1995; (b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since July 1, 1995; and (c) The description of the Common Stock contained in the Company's Registration Statement No. 33-18488 filed with the Securities and Exchange Commission (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). In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the securities offered hereby have been sold or which deregisters all of such securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement, including financial statements, 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 Registration Statement to the extent that a statement contained herein or incorporated or 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 Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. -2- 3 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. 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 and judgments, fines and amounts paid in settlement under the Securities Act of 1933, as amended (the "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 Act. Article V of the By-Laws of the Company 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 Company provides as follows (Sara Lee Corporation is defined as the "Corporation" in this excerpt): "Section 1. Right to Indemnification. Subject to the provisions of Section 3 of this Article V, the Corporation (a) shall indemnify its directors and officers, whether serving the Corporation or at its request any other entity, to the full extent required or permitted by the General Laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures and to the full extent permitted by law and (b) may indemnify other employees and agents to such extent, if any, as shall be authorized by the Board of Directors and be permitted by law. 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 sixty (60) days, upon the written request of the director or officer entitled to seek indemnification (the "Indemnified Party"). The right to indemnification and advances 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. Section 3. Standard of Conduct. Anything in these By-Laws to the contrary notwithstanding, except in circumstances where indemnification is required under the General Laws of the State of Maryland now or hereafter in force, no indemnification of a director or officer may be made hereunder unless a determination has been made in accordance with the procedures set forth in Section 2-418(e) of the Maryland General Corporation Law that the party seeking indemnification has met the requisite standard of conduct. A party seeking indemnification shall be deemed to have met the requisite standard of conduct unless it is established that: (a) The act or omission of the director or officer was material to the matter giving rise to the proceeding; and (i) was committed in bad faith; or (ii) was the result of active and deliberate dishonesty; or (b) The director or officer actually received an improper benefit in money, property or services; or (c) In the case of a criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. -3- 4 Section 4. General. The indemnification and advance of expenses provided by this By-Law 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 official capacity and as to action in another capacity while holding office or while employed by or acting as agent for the Corporation, 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 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 By-Law is in effect. Section 5. Effective Time. This By-Law 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. Nothing herein shall prevent an amendment of this By-Law, provided that no such amendment shall diminish the rights of any person hereunder with respect to events occurring or claims made before the adoption of such amendment or as to claims made after such adoption in respect of events occurring before such adoption. Section 6. Further Action. The Board of Directors may take such action as is necessary to carry out these indemnification provisions and is expressly empowered to adopt, approve and amend from time to time such resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law." ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBITS -------- ----------------------- 4.1 Articles of Restatement of the Charter of Sara Lee Corporation, as amended (incorporated by reference to Exhibit 4.1 to Registration Statement No. 33-35760 on Form S-8 dated July 6, 1990, and Exhibit 3(a) to Form 10-K for fiscal year ended July 2, 1994 (File No. 1-3344)). 4.2 Bylaws of Sara Lee Corporation, as amended (incorporated by reference to Exhibit No. (3b) to Form 10-K for fiscal year ended July 1, 1995 (File No. 1-3344)). 4.3 Stockholder Rights Agreement (incorporated by reference to Exhibit 4 to Sara Lee Corporation's Form 10-Q for the quarter ended March 26, 1988). 4.4 Sara Lee Corporation 1995 Long-Term Incentive Stock Plan dated October 26, 1995 (incorporated by reference to Appendix C, Exhibit 99 to Proxy Statement dated September 20, 1995). 4.5 General Form of Option Agreement under the Sara Lee Corporation 1995 Long-Term Incentive Stock Plan. 4.6 The description of Sara Lee Corporation's Common Stock contained in Registration Statement No. 1-3344 on Form 8-A filed on May 11, 1988 (as amended by Form 8 thereto filed on November 15, 1989). 5.1 Opinion of Jenner & Block regarding validity of registered securities. 15 None.
-4- 5
EXHIBIT NO. DESCRIPTION OF EXHIBITS -------- ----------------------- 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Jenner & Block (filed as part of Exhibit 5.1). 24.1 Powers of Attorney. 28 None. 99 None.
ITEM 9. UNDERTAKINGS. 1. The undersigned Registrant hereby undertakes: a. To file, during any period in which offers or sales are being made, a post-effective amendment to this 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 this 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 and 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 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 this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if 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. b. 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. c. 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. 2. 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 (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 -5- 6 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. 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 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 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. -6- 7 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 26th day of October, 1995. Sara Lee Corporation By: /s/ Janet Langford Kelly ---------------------------------------------- Janet Langford Kelly Senior Vice President, Secretary and General Counsel Pursuant to the requirements of the Securities Act of 1933, this Report has been signed below by the following persons on behalf of Sara Lee Corporation and in the capacities indicated on October 26, 1995.
SIGNATURE TITLE --------- ----- * Chairman of the Board, Chief Executive Officer and Director - ------------------------------------------ John H. Bryan * Vice Chairman, Chief Administrative Officer and Director - ------------------------------------------ Michael E. Murphy * Executive Vice President and Director - ------------------------------------------ Donald J. Franceschini * Executive Vice President and Director - ------------------------------------------ C. Steven McMillan /s/ Judith A. Sprieser Senior Vice President and Chief Financial Officer - ------------------------------------------ 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
-7- 8 SIGNATURE TITLE --------- ----- * Director - ------------------------------------------ Willie D. Davis * Director - ------------------------------------------ Allen F. Jacobson * Director - ------------------------------------------ Vernon E. Jordan, Jr. * Director - ------------------------------------------ James L. Ketelsen * Director - ------------------------------------------ Hans B. van Liemt * Director - ------------------------------------------ Joan D. Manley * Director - ------------------------------------------ Newton N. Minow * Director - ------------------------------------------ Sir Arvi H. Parbo A.C. * Director - ------------------------------------------ Rozanne L. Ridgway * Director - ------------------------------------------ Richard L. Thomas *By Janet Langford Kelly as Attorney-in-Fact pursuant to Powers of Attorney executed by the officers and directors listed above, which Powers of Attorney have been filed with the Securities and Exchange Commission. /s/ Janet Langford Kelly --------------------------------------- Janet Langford Kelly As Attorney-in-Fact -8- 9 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBITS -------- ----------------------- 4.1 Articles of Restatement of the Charter of Sara Lee Corporation, as amended (incorporated by reference to Exhibit 4.1 to Registration Statement No. 33-35760 on Form S-8 dated July 6, 1990, and Exhibit 3(a) to Sara Lee Corporation's Form 10-K for fiscal year ended July 2, 1994 (File No. 1-3344)). 4.2 Bylaws of Sara Lee Corporation, as amended (incorporated by reference to Exhibit No. (3b) to Form 10-K for fiscal year ended July 1, 1995 (File No. 1-3344)). 4.3 Stockholder Rights Agreement (incorporated by reference to Exhibit 4 to Form 10-Q for the quarter ended March 26, 1988). 4.4 Sara Lee Corporation 1995 Long-Term Incentive Stock Plan dated October 26, 1995 (incorporated by reference to Appendix C, Exhibit 99 to Proxy Statement dated September 20, 1995). 4.5 General Form of Option Agreement under the Sara Lee Corporation 1995 Long-Term Incentive Stock Plan. 4.6 The description of Sara Lee Corporation's Common Stock contained in Registration Statement No. 1-3344 on Form 8-A filed on May 11, 1988 (as amended by Form 8 thereto filed on November 15, 1989). 5.1 Opinion of Jenner & Block regarding validity of registered securities. 15 None. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Jenner & Block (filed as part of Exhibit 5.1). 24.1 Powers of Attorney. 28 None. 99 None.
EX-4.5 2 GENERAL FORM OF OPTION AGREEMENT 1 FORM OF SARA LEE CORPORATION 1995 LONG-TERM INCENTIVE PLAN STOCK OPTION AWARD AND AGREEMENT [NAME] [DATE] Sara Lee Corporation (the "Company") is pleased to confirm that you have been granted a stock option (an "Option"), effective as of August 30, 1995 (the "Grant Date"), as provided in this agreement (the "Agreement"): 1. OPTION RIGHT. Your Option is to purchase, on the terms and conditions set forth below, the following number of shares (the "Option Shares") of the Company's Common Stock, par value $1.33 1/3 per share (the "Common Stock") at the exercise price specified below (the "Exercise Price"). NUMBER OF SHARES EXERCISE PRICE PER SHARE <> <> 2. OPTION. This Option is a non-qualified stock option that is intended to conform in all respects with the 1995 Long-Term Incentive Stock Plan, a copy of which will be supplied to you upon your request, and the provisions of which are incorporated herein by reference. This Option is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 3. EXPIRATION DATE. This Option expires on the tenth anniversary of the Grant Date, subject to earlier expiration upon your death, disability, retirement or other termination of employment, as provided below. 4. NORMAL VESTING. This Option may be exercised only to the extent it has vested. Subject to numbered paragraphs 5 and 6 below, if you are continuously employed by the Company or any of its subsidiaries (collectively, the "Sara Lee Companies") from the Grant Date until the first anniversary of the Grant Date, this Option will vest with respect to one-third of the Option Shares, and on each subsequent anniversary of the Grant Date on which you continue to be employed by the Sara Lee Companies, your Option will vest with respect to an additional one-third of the Option Shares, until you are 100% vested in your Option on the third anniversary of the Grant Date. 5. DEATH, DISABILITY OR RETIREMENT. If you cease active employment with the Sara Lee Companies because of your death or permanent and total disability (as defined under the appropriate disability benefit plan), the last date on which this Option may be exercised is the earlier of (a) the Expiration Date or (b) one year after date of your death or disability. In the case 2 of retirement (as defined under the appropriate retirement benefit plan), the last date on which this Option may be exercised is the earlier of (a) the Expiration Date or (b) five years after the date of your retirement. In any case, this Option will continue to vest through the last date on which it may be exercised, unless the Committee in its sole discretion determines that you have engaged in competitive or otherwise inappropriate activities. 6. OTHER TERMINATION OF EMPLOYMENT. If your employment terminates for reasons other than your death, disability or retirement, the last date on which this Option may be exercised is the earlier of (a) the Expiration Date or (b) six months after the date of your termination of employment. No further vesting will occur after the date of your termination of employment. 7. EXERCISE. This Option may be exercised in whole or in part for the number of shares specified (which in all cases must be at least the lesser of 250 or the total number of shares outstanding under this Option) in a written notice that is delivered to the Company and is accompanied by full payment of the Exercise Price for such number of Option Shares in cash, or by surrendering or attesting to the ownership of shares of Common Stock, or a combination of cash and shares of Common Stock, in an amount or having a combined value equal to the aggregate Exercise Price for such Option Shares. In connection with any payment of the Exercise Price by surrender or attesting to the ownership of shares of Common Stock, proof acceptable to the Committee shall be submitted that such previously acquired shares have been owned by you for at least six months prior to the date of exercise. The Option Shares issued to you for any portion of the Option exercised by attesting to the ownership of previously acquired shares of Common Stock shall not exceed the number of Option Shares issuable as a result of such exercise (determined as though payment in full therefor were being made in cash) less the number of shares Common Stock for which attestation of ownership is submitted. The value of previously acquired shares submitted (directly or by attestation) in full or partial payment for the Option Shares purchased upon exercise of the Option shall be equal to the aggregate Fair Market Value (as defined in the Plan) of such previously acquired shares on the date of the exercise of the Option. This Option will be considered exercised on the date on which (a) your written notice of exercise and (b) your payment of the Exercise Price have both been received by the Company. The Option may not be exercised until the date which is at least six months after the Grant Date. 8. RIGHTS AS A STOCKHOLDER. You will have no rights as a stockholder with respect to any Option Shares until and unless ownership of such Option Shares has been transferred to you. 9. OPTION NOT TRANSFERABLE. This Option will not be assignable or transferable by you, other than by a qualified domestic relations order or by will or by the laws of descent and distribution, and will be exercisable during your lifetime only by you (or your legal guardian or personal representative). If this Option remains exercisable after your death, subject to numbered paragraphs 6 and 7 above, it may be exercised by the personal representative of your estate or by any person who acquires the right to exercise such Option by bequest, inheritance or otherwise by reason of your death. 10. TRANSFERABILITY OF OPTION SHARES. Option Shares generally are freely tradeable in the United States. However, you may not offer, sell or otherwise dispose of any Option Shares in a way which would: (i) require the Company to file any registration statement with the Securities and Exchange Commission (or any similar filing under state law or the laws of any 3 other country) or to amend or supplement any such filing or (ii) violate or cause the Company to violate the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, any other state or federal law, or the laws of any other country. The Company reserves the right to place restrictions on Common Stock received by you pursuant to this Option. 11. CONFORMITY WITH THE PLAN. This Option is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan. Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. By your acceptance of this Agreement, you agree to be bound by all of the terms of the Agreement and the Plan. 12. NO RIGHTS TO CONTINUED EMPLOYMENT. Nothing in this Agreement confers any right on you to continue in the employ of the Sara Lee Companies or affects in any way the right of any of the Sara Lee Companies to terminate your employment at any time with or without cause. 13. MISCELLANEOUS. A. AMENDMENT OR MODIFICATION. The grant of this Option is documented by the minutes of the Compensation and Employee Benefits Committee of the Board of Directors (the "Committee"), which records are the final determinant of the number of shares granted and the conditions of this grant. The Committee may amend or modify this Option in any manner to the extent that the Committee would have had the authority under the Plan initially to grant such Option, provided that no such amendment or modification shall impair your rights under this Agreement without your consent. Except as in accordance with the two immediately preceding sentences, this Agreement may be amended, modified or supplemented only by an instrument in writing signed by both parties hereto. B. GOVERNING LAW. All matters regarding or affecting the relationship of the Company and its stockholders shall be governed by the General Corporation Law of the State of Maryland. All other matters arising under this Agreement shall be governed by the internal laws of the State of Illinois, including matters of validity, construction and interpretation. You and the Company agree that all claims in respect of any action or proceeding arising out of or relating to this Agreement shall be heard or determined in any state or federal court sitting in Chicago, Illinois, and you agree to submit to the jurisdiction of such courts, to bring all such actions or proceedings in such courts and to waive any defense of inconvenient forum to such actions or proceedings. A final judgment in any action or proceeding so brought shall be conclusive and may be enforced in any manner provided by law. C. SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, this Agreement will bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto whether so expressed or not. 4 D. SEVERABILITY. Whenever feasible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. SARA LEE CORPORATION Enclosures: Copy of Supplemental Letter EX-5.1 3 OPINION OF JENNER & BLOCK 1 October 26, 1995 Sara Lee Corporation Three First National Plaza Chicago, Illinois 60602-4260 Gentlemen: We acted as special counsel to Sara Lee Corporation, a Maryland corporation (the "Company"), in connection with the filing of this Registration Statement on Form S-8 (the "Registration Statement"), relating to the registration under the Securities Act of 1933, as amended (the "Act"), of up to 28,428,746 shares (the "Shares") of the Company's Common Stock, $1.33 1/3 par value per share (the "Common Stock"), which are to be issued pursuant to the Company's 1995 Long-Term Stock Incentive Plan (the "Plan"). In arriving at this opinion, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the following: 1. The Registration Statement; 2. The Plan and general form of option agreement under the Plan; 3. The Articles of Restatement of the Charter, as amended, of the Company; 4. The By-Laws of the Company; 5. Copies of certain corporate records of the Company, including the Company's Annual Report on Form 10-K for the fiscal year ended July 1, 1995 and the Company's Proxy Statement dated September 20, 1995; 6. Such other instruments, documents, statements and records of the Company and others as we have deemed relevant and necessary to examine and rely upon for the purpose of this opinion. 2 Sara Lee Corporation October 26, 1995 We have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all the documents submitted to us as certified or photostatic copies, and the authenticity of all such documents. We assume that, prior to the sale of any Shares to which this Registration Statement relates, appropriate action will be taken to register and qualify such Shares for sale, to the extent necessary, under any applicable state or foreign securities or other laws. Based upon the foregoing and in reliance thereon, we are of the opinion that the up to 28,428,746 Shares of Common Stock which are to be issued pursuant to the Plan, when issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable by the Company. The opinion contained in the preceding paragraph is based on the assumption that, at the time such Shares of Common Stock are issued, this Registration Statement will then be effective. In rendering this opinion we do not purport to be experts in laws other than those of the State of Illinois and the Federal laws of the United States of America. With respect to matters governed by the General Corporation Law of the State of Maryland ("Maryland Corporate Law"), our opinion is based upon our review of Maryland Corporate Law as reported in Corporation Statutes, Volume 4, published by Aspen Law & Business. We express no opinion as to any other law or the effect thereof. We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to any and all references to our firm in this Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission. Very truly yours, JENNER & BLOCK EX-23.1 4 CONSENT OF ARTHUR ANDERSEN LLP 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 31, 1995, included in Sara Lee Corporation's Form 10-K for the fiscal year ended July 1, 1995, and to all references to our Firm included in this registration statement. Arthur Andersen LLP Chicago, Illinois October 24, 1995 EX-24.1 5 POWERS OF ATTORNEY 1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints each of Janet Langford Kelly and Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 in connection with the issuance of up to 25,000,000 shares of Common Stock of Sara Lee Corporation pursuant to the 1995 Long-Term Incentive Stock Plan, and any and all amendments thereto (including post-effective amendments) and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. /s/ John H. Bryan -------------------------------- John H. Bryan Dated: October 26, 1995 2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints each of Janet Langford Kelly and Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 in connection with the issuance of up to 25,000,000 shares of Common Stock of Sara Lee Corporation pursuant to the 1995 Long-Term Incentive Stock Plan, and any and all amendments thereto (including post-effective amendments) and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. /s/ Michael E. Murphy ----------------------------------- Michael E. Murphy Dated: October 26, 1995 3 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints each of Janet Langford Kelly and Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 in connection with the issuance of up to 25,000,000 shares of Common Stock of Sara Lee Corporation pursuant to the 1995 Long-Term Incentive Stock Plan, and any and all amendments thereto (including post-effective amendments) and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. /s/ Donald J. Franceschini ------------------------------------- Donald J. Franceschini Dated: October 26, 1995 4 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints each of Janet Langford Kelly and Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 in connection with the issuance of up to 25,000,000 shares of Common Stock of Sara Lee Corporation pursuant to the 1995 Long-Term Incentive Stock Plan, and any and all amendments thereto (including post-effective amendments) and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. /s/ C. Steven McMillan ------------------------------------ C. Steven McMillan Dated: October 26, 1995 5 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints each of Janet Langford Kelly and Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 in connection with the issuance of up to 25,000,000 shares of Common Stock of Sara Lee Corporation pursuant to the 1995 Long-Term Incentive Stock Plan, and any and all amendments thereto (including post-effective amendments) and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. /s/ Paul A. Allaire ----------------------------- Paul A. Allaire Dated: October 26, 1995 6 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints each of Janet Langford Kelly and Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 in connection with the issuance of up to 25,000,000 shares of Common Stock of Sara Lee Corporation pursuant to the 1995 Long-Term Incentive Stock Plan, and any and all amendments thereto (including post-effective amendments) and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. /s/ Frans H.J.J. Andriessen --------------------------------- Frans H.J.J. Andriessen Dated: October 26, 1995 7 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints each of Janet Langford Kelly and Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 in connection with the issuance of up to 25,000,000 shares of Common Stock of Sara Lee Corporation pursuant to the 1995 Long-Term Incentive Stock Plan, and any and all amendments thereto (including post-effective amendments) and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. /s/ Duane L. Burnham -------------------------------- Duane L. Burnham Dated: October 26, 1995 8 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints each of Janet Langford Kelly and Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 in connection with the issuance of up to 25,000,000 shares of Common Stock of Sara Lee Corporation pursuant to the 1995 Long-Term Incentive Stock Plan, and any and all amendments thereto (including post-effective amendments) and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. /s/ Charles W. Coker ----------------------------- Charles W. Coker Dated: October 26, 1995 9 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints each of Janet Langford Kelly and Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 in connection with the issuance of up to 25,000,000 shares of Common Stock of Sara Lee Corporation pursuant to the 1995 Long-Term Incentive Stock Plan, and any and all amendments thereto (including post-effective amendments) and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. /s/ Willie D. Davis ----------------------------- Willie D. Davis Dated: October 26, 1995 10 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints each of Janet Langford Kelly and Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 in connection with the issuance of up to 25,000,000 shares of Common Stock of Sara Lee Corporation pursuant to the 1995 Long-Term Incentive Stock Plan, and any and all amendments thereto (including post-effective amendments) and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. /s/ Allen F. Jacobson ----------------------------- Allen F. Jacobson Dated: October 26, 1995 11 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints each of Janet Langford Kelly and Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 in connection with the issuance of up to 25,000,000 shares of Common Stock of Sara Lee Corporation pursuant to the 1995 Long-Term Incentive Stock Plan, and any and all amendments thereto (including post-effective amendments) and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. /s/ Vernon E. Jordan, Jr. ------------------------------------ Vernon E. Jordan, Jr. Dated: October 26, 1995 12 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints each of Janet Langford Kelly and Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 in connection with the issuance of up to 25,000,000 shares of Common Stock of Sara Lee Corporation pursuant to the 1995 Long-Term Incentive Stock Plan, and any and all amendments thereto (including post-effective amendments) and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. /s/ James L. Ketelsen ------------------------------- James L. Ketelsen Dated: October 26, 1995 13 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints each of Janet Langford Kelly and Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 in connection with the issuance of up to 25,000,000 shares of Common Stock of Sara Lee Corporation pursuant to the 1995 Long-Term Incentive Stock Plan, and any and all amendments thereto (including post-effective amendments) and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. /s/ Hans B. van Liemt ------------------------------- Hans B. van Liemt Dated: October 26, 1995 14 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints each of Janet Langford Kelly and Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 in connection with the issuance of up to 25,000,000 shares of Common Stock of Sara Lee Corporation pursuant to the 1995 Long-Term Incentive Stock Plan, and any and all amendments thereto (including post-effective amendments) and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. /s/ Joan D. Manley ------------------------------ Joan D. Manley Dated: October 26, 1995 15 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints each of Janet Langford Kelly and Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 in connection with the issuance of up to 25,000,000 shares of Common Stock of Sara Lee Corporation pursuant to the 1995 Long-Term Incentive Stock Plan, and any and all amendments thereto (including post-effective amendments) and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. /s/ Newton N. Minow ------------------------------- Newton N. Minow Dated: October 26, 1995 16 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints each of Janet Langford Kelly and Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 in connection with the issuance of up to 25,000,000 shares of Common Stock of Sara Lee Corporation pursuant to the 1995 Long-Term Incentive Stock Plan, and any and all amendments thereto (including post-effective amendments) and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. /s/ Sir Arvi H. Parbo A.C. ---------------------------------- Sir Arvi H. Parbo A.C. Dated: October 26, 1995 17 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints each of Janet Langford Kelly and Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 in connection with the issuance of up to 25,000,000 shares of Common Stock of Sara Lee Corporation pursuant to the 1995 Long-Term Incentive Stock Plan, and any and all amendments thereto (including post-effective amendments) and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. /s/ Rozanne L. Ridgway ------------------------------- Rozanne L. Ridgway Dated: October 26, 1995 18 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature appears below constitutes and appoints each of Janet Langford Kelly and Kathleen M. Cronin, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to act for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 in connection with the issuance of up to 25,000,000 shares of Common Stock of Sara Lee Corporation pursuant to the 1995 Long-Term Incentive Stock Plan, and any and all amendments thereto (including post-effective amendments) and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. /s/ Richard L. Thomas -------------------------------- Richard L. Thomas Dated: October 26, 1995 -----END PRIVACY-ENHANCED MESSAGE-----