-----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, PuvJQNbbJq2ZyzQA0ADPe0qdaLDzMwgVMsPlgpyamYE/JBm+i2Rr9y736NzgfIbB x6dTQupnEPNhOFOVQLKu0g== 0000950124-95-003851.txt : 19951121 0000950124-95-003851.hdr.sgml : 19951121 ACCESSION NUMBER: 0000950124-95-003851 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19951117 EFFECTIVENESS DATE: 19951206 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: 033-64383 FILM NUMBER: 95594590 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 November 17, 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 INTERNATIONAL EMPLOYEE STOCK PURCHASE 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, $1.33 1/3 2,000,000 $30 9/16 $61,125,000 $21,077.59 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 November 14, 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 International Employee Stock Purchase Plan. 4.5 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.
-4- 5
EXHIBIT NO. DESCRIPTION OF EXHIBITS -------- ----------------------- 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 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 -5- 6 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 17th day of November, 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 November 17, 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 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 International Employee Stock Purchase Plan. 4.5 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-4.4 2 INT'L EMPLOYEE STOCK PURCHASE PLAN 1 EXHIBIT 4.4 SARA LEE CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN This International Employee Stock Purchase Plan (herein called "Plan") provides eligible foreign employees of Sara Lee Corporation, a Maryland corporation (herein called "Corporation") and its subsidiaries a continual opportunity to purchase common stock of the Corporation. 1. DEFINITIONS. a) "Board" means the Board of Directors of Sara Lee Corporation. b) "Committee" means the Compensation and Employee Benefits Committee of the Board. c) "Plan" means the Sara Lee Corporation International Employee Stock Purchase Plan, as may be amended and restated from time to time. d) "Country Plan" means the detailed rules specific to a foreign country. The Plan will govern in the event of any discrepancy between it and any Country Plan. e) "Subsidiaries" means any foreign corporation or entity of which the Corporation owns directly or indirectly, at least 50% of the total voting power or in which it has at least a 50% economic interest, and which is authorized to participate in the Plan. f) "Participant" means an employee of the Corporation or Subsidiary who voluntarily enrolls in a Country Plan. g) "Shares" means shares of Sara Lee Corporation common stock, par value $1.33 1/3 per share. 2. STOCK SUBJECT TO THE PLAN. The Corporation shall make available 2,000,000 shares of its common stock for purchase under the Plan from authorized but unissued shares. 3. ELIGIBLE EMPLOYEES. Employees of Subsidiaries which elect to offer the Plan to their employees who work at least 20 hours per week, and who are not designated by the Corporation as officers under Section 16 of the Securities Exchange Act of 1934. 4. PARTICIPATION IN THE PLAN. An eligible employee may participate voluntarily, by completing and submitting the appropriate form at designated times, according to the applicable Country Plan procedures. Such form may authorize payroll deductions from the employee's pay, or some other means of contributions received from employees (defined according to local procedures). An employee may actively participate in only one Corporation sponsored stock purchase plan at a time. 5. PURCHASE PRICE. The purchase price of the stock will be no lower than 85 % of the average between the highest and lowest quoted selling price, on the purchase date determined in each Country Plan. 6. NUMBER OF SHARES PURCHASABLE. No participating employee may be permitted to acquire stock under the Plan at a rate which exceeds $21,250 per year, which is 85% of the fair market value of $25,000. This limit shall be monitored by each participating Subsidiary. 7. EMPLOYEE ACCOUNTS/STOCK ACQUIRED. Subsidiaries shall maintain payroll deduction accounts for participating employees, where applicable. Shares which are purchased pursuant to the Plan shall be recorded on the stock transfer records of the Corporation in book entry form; no stock certificates will be issued unless the Participant requests a stock certificate to be issued. Stock ownership shall be in the name of the participating employee, and one or more other persons if so specified on the employee's participation form. Participants shall receive periodic statements detailing their account balances. 8. CHANGES IN PARTICIPATION. Subject to minimum and maximum deductions set forth in each Country Plan and as set forth above, a participating employee may change the amount of his or her payroll deduction or contributions no more than twice in each year by submitting a new form to the appropriate subsidiary payroll or human resources office. 9. TERMINATION OF PARTICIPATION. A Participant, at any time and for any reason, may voluntarily terminate participation in the Plan by written notification of withdrawal delivered to the appropriate office. An employee's participation in the Plan shall be involuntarily terminated by his/her employing subsidiary upon termination of 2 employment for any reason, or upon the employee no longer being eligible for participation. In the event of a participating employee's voluntary or involuntary termination of participation in the Plan, no payroll deduction shall be taken from any pay due thereafter, and at the election of such employee or employee's estate, as the case may be, the balance in the employee's account shall be paid either to the employee or the employee's estate, or shall be retained to purchase stock in accordance with normal procedures. Except as provided above, a Participant may not withdraw any credit balance in the employee's payroll deduction account, in whole or in part. 10. RIGHTS AS A STOCKHOLDER. Rights or privileges as a stockholder of the Corporation, with respect to shares acquired under the Plan, shall become effective as of the date of record of ownership. 11. DIVIDENDS. Participants shall be invited to enroll in the Corporation's automatic dividend reinvestment plan. 12. RIGHTS NOT TRANSFERABLE. Rights under the Plan are not transferable by a Participant other than by will or the laws of descent, and are exercisable during the Participant's lifetime only by the Participant. 13. APPLICATION OF FUNDS. All funds received or held by the Corporation under the Plan may be used for any corporate purposes. 14. ADJUSTMENTS IN CASE OF CHANGES AFFECTING STOCK. In the event of a subdivision of outstanding shares of common stock of the Corporation, or the payment of a stock dividend, the number of shares approved for the Plan shall be increased proportionately, and such other adjustment shall be made as may be deemed equitable by the Board. In the event of any other change affecting the Corporation's common stock, such adjustment shall be made as may be deemed equitable by the Board to give proper effect to such event. 15. ADMINISTRATION OF PLAN. The Plan and the detailed Country Plans shall be administered by the Committee consisting of at least three of the members of the Board, none of whom shall be eligible to participate in the Plan. The Committee shall have authority to make rules and regulations for the administration of the Country Plans including when and how purchases shall be made, and its interpretations and decisions with regard thereto shall be final and conclusive. The Committee shall have authority to delegate ministerial tasks related to the Plan and the Country Plans to the Corporation's Human Resources and Shareholder Accounting Departments and the Human Resources Departments of Subsidiaries which employ Participants. 16. AMENDMENTS TO PLAN. The Board, at any time, or from time to time, may amend, suspend, or terminate the Plan or any of the Country Plans, provided, however, that except to conform the Plan or any Country Plan to the requirements of local legislation, no amendment shall be made (i) withdrawing the administration of the Plan or Country Plans from the Committee, or (ii) permitting any rights under the Plan to be granted to any employee who is a member of the Committee administering the Plan. 17. EFFECTIVE DATE, SUSPENSION AND TERMINATION OF PLAN. The Plan shall become effective when (i) the Board has authorized shares to be available for acquisition, and (ii) the Committee has approved one or more Country Plans. The Plan shall terminate upon the termination of the Plan by the Board or when no more shares remain to be acquired under the Plan, whichever occurs first. Upon the termination of the Plan, all remaining credit balances from authorized payroll deductions in employees' accounts shall be returned to such employees. 18. GOVERNMENTAL REGULATIONS. The Corporation's obligation to sell and deliver its common stock under the Plan is subject to the approval of any governmental authority, domestic or foreign, required in connection with the authorization, issuance or sale of such stock. EX-5.1 3 OPINION OF JENNER & BLOCK 1 EXHIBIT 5.1 November 17, 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 2,000,000 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 International Employee Stock Purchase 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; 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 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 November 17, 1995 Page 2 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 2,000,000 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 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports, dated July 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 November 17, 1995 EX-24.1 5 POWERS OF ATTORNEY 1 EXHIBIT 24.1 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 Common Stock of Sara Lee Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 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 Common Stock of Sara Lee Corporation pursuant to the International Stock Purchase Programs, 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: November 17, 1995 -----END PRIVACY-ENHANCED MESSAGE-----