0000950131-01-503481.txt : 20011009
0000950131-01-503481.hdr.sgml : 20011009
ACCESSION NUMBER: 0000950131-01-503481
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 4
CONFORMED PERIOD OF REPORT: 20010924
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20010924
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: LEE SARA CORP
CENTRAL INDEX KEY: 0000023666
STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000]
IRS NUMBER: 362089049
STATE OF INCORPORATION: MD
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-03344
FILM NUMBER: 1743699
BUSINESS ADDRESS:
STREET 1: THREE FIRST NATIONAL PLZ
STREET 2: 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
8-K
1
d8k.txt
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 2001
SARA LEE CORPORATION
-----------------------------------------------------------------
(Exact name of Registrant as Specified in Its Charter)
Maryland 1-3344 36-2089049
--------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
Suite 4600, Three First National Plaza, Chicago, Illinois 60602-4260
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 312/726-2600
------------
Not Applicable
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 7. Exhibits.
--------
(c) Exhibits:
---------
The exhibits accompanying this report are listed in the accompanying
Exhibit Index.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SARA LEE CORPORATION
By: /s/ Wayne R. Szypulski
----------------------
Wayne R. Szypulski
Senior Vice President and Controller
Date: September 19, 2001
3
EXHIBIT INDEX
The following exhibits are filed herewith and are exhibits to the
Registrant's Registration Statement on Form S-3, Registration No. 333-96173, as
noted below:
Registration No. 333-96173
Exhibit No. Exhibit No. Exhibit
----------- ----------- -------
1.1 1.3 Underwriting Agreement
dated as of September 5,
2001 among the Registrant
and the Underwriters named
therein, relating to the
Registrant's Floating Rate
Notes due 2003 and 6 1/4%
Notes due 2011
4.1 4.8.4 Form of Floating Rate Note
due 2003
4.2 4.8.5 Forms of 6 1/4% Notes due
2011
EX-1.1
3
dex11.txt
UNDERWRITING AGREEMENT
Exhibit 1.1
UNDERWRITING AGREEMENT
September 5, 2001
Sara Lee Corporation
Three First National Plaza
Chicago, Illinois 60602-4260
Dear Sirs:
We (the "Managers") are acting on behalf of the underwriters (including
ourselves) named below (such underwriters being herein called the
"Underwriters") and we understand that Sara Lee Corporation, a Maryland
corporation (the "Company"), proposes to issue and sell $250,000,000 aggregate
principal amount of Floating Rate Notes Due 2003 (the "Floating Rate Notes") and
$1,000,000,000 aggregate principal amount of 6 1/4% Notes Due 2011 (the "Fixed
Rate Notes" and, together with the Floating Rate Notes, the "Offered
Securities"). Subject to the terms and conditions set forth or incorporated by
reference herein, the Company hereby agrees to sell and the Underwriters agree
to purchase, severally and not jointly, the principal amounts of the Offered
Securities set forth below opposite their names at a purchase price equal to
99.650% for the Floating Rate Notes and 98.857% for the Fixed Rate Notes plus
accrued interest, if any, on the Offered Securities from September 10, 2001 to
the date of payment and delivery of the principal amount of the Offered
Securities:
Principal Principal
Amount of Amount of
Floating Fixed
Rate Notes Rate Notes
-------------- ---------------
J.P. Morgan Securities Inc......... $103,750,000 $ 450,000,000
Salomon Smith Barney Inc........... 103,750,000 360,000,000
Banc One Capital Markets, Inc...... 12,500,000 120,000,000
Banc of America Securities LLC..... 0 60,000,000
Jackson Securities Inc............. 15,000,000 0
Loop Capital Markets, LLC.......... 15,000,000 0
The Williams Capital Group, L.P.... 0 10,000,000
Total................. $250,000,000 $1,000,000,000
The closing of the purchase and sale of the Offered Securities shall take
place at the office of Davis Polk & Wardwell, 450 Lexington Avenue, at 10:00
A.M. (New York time) on September 10, 2001 or at such other time or on such
other date, not later than September 17, 2001, as shall be designated by the
Managers.
The Offered Securities shall have the terms set forth in the Company's
prospectus dated February 25, 2000, and the prospectus supplement dated
September 5, 2001 (collectively, the "Prospectus"), including the following:
Floating Rate Notes
Title of Securities: Floating Rate Notes due 2003
Aggregate principal amount: $250,000,000
Price to Public: 100% of the principal amount, plus accrued
interest, if any, from September 10, 2001
Indenture: Indenture dated as of October 2, 1990 between the
Company and The Bank of New York (as
successor to Continental Bank, N.A.), as Trustee
Maturity: September 10, 2003
Interest Rate: A rate per annum equal to 3 month LIBOR plus 20
basis points, as more fully described in the
Prospectus and the Floating Rate Notes
Interest Payment Dates: March 10, June 10, September 10 and December
10 of each year, commencing December 10, 2001
Optional Redemption
Provisions: None
Sinking Fund Provisions: None
Other Provisions: None
Underwriters' Counsel: Davis Polk & Wardwell
Address for Notices to 270 Park Avenue
Underwriters: 8/th/ Floor
New York, New York 10017
2
Form of Notes: Book-entry only form represented by one or more
global securities deposited with The Depository
Trust Company ("DTC") or its designated custodian
for trading in the Same Day Funds Settlement
System of DTC, and to be made available for
checking by the Managers at least twenty-four
hours prior to the time of delivery at the office
of DTC
Fixed Rate Notes
Title of Securities: 6 1/4% Notes due 2011
Aggregate principal 1,000,000,000
amount:
Price to Public: 99.507% of the principal amount, plus accrued
interest, if any, from September 10, 2001
Indenture: Indenture dated as of October 2, 1990 between the
Company and The Bank of New York (as successor
to Continental Bank, N.A.), as Trustee
Maturity: September 15, 2011
Interest Rate: 6 1/4% per annum
Interest Payment Dates: March 15 and September 15 of each year,
commencing March 15, 2002
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Optional Redemption
Provisions: The Fixed Rate Notes may be redeemed, in whole at
any time or in part from time to time, at the
Company's option, at a redemption price equal to the
greater of: (i) 100% of the principal amount of the
Fixed Rate Notes to be redeemed, and (ii) as
determined by the Quotation Agent (as defined in the
Prospectus), the sum of the present values of the
remaining scheduled payments of principal and
interest on the Fixed Rate Notes to be redeemed (not
including any portion of such payments of interest
accrued to the date of redemption) discounted to the
date of redemption on a semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months)
at the Adjusted Treasury Rate (as defined in the
Prospectus), plus 20 basis points, plus, in each
case, accrued interest on the Fixed Rate Notes to be
redeemed to the date of redemption.
Sinking Fund Provisions: None
Other Provisions: None
Underwriters' Counsel: Davis Polk & Wardwell
Address for Notices to
Underwriters: 270 Park Avenue
8/th/ Floor
New York, New York 10017
Form of Notes: Book-entry only form represented by one or more
global securities deposited with DTC or its
designated custodian for trading in the Same Day
Funds Settlement System of DTC, and to be made
available for checking by the Managers at least
twenty-four hours prior to the time of delivery at
the office of DTC.
All provisions contained in the Company's Underwriting Agreement Standard
Provisions (Debt) dated September 5, 2001 (the "Provisions") attached hereto as
Annex A, are herein incorporated by reference in their entirety and shall be
deemed to
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be a part of this Agreement to the same extent as if such provisions had been
set forth in full herein, unless superceded by the provisions hereof and except
as follows:
The term "Managers" shall mean J.P. Morgan Securities Inc. and Salomon
Smith Barney Inc.
For purposes of this Agreement, Section V paragraph (D) of the Provisions
shall be revised to read in its entirety:
"The Managers shall have received on the date hereof and on the
Closing Date letters, dated such dates, in form and substance satisfactory
to the Managers, from Arthur Andersen LLP, independent public accountants,
containing statements and information of the type ordinarily included in
accountants' "comfort letters" to underwriters with respect to the
financial statements and certain financial information contained in or
incorporated by reference into the Registration Statement and Prospectus
relating to the Company and from PricewaterhouseCoopers LLP, independent
public accountants, with respect to the financial statements and certain
financial information contained in or incorporated by reference in the
Registration Statement and Prospectus relating to The Earthgrains Company."
The underwriters agree to reimburse the Company at the closing for $312,500
of expenses associated with the offering of the Notes.
5
Please confirm your agreement by having an authorized officer sign a copy
of this Agreement in the space set forth below.
Very truly yours,
J.P. MORGAN SECURITIES INC.
SALOMON SMITH BARNEY INC.
BANC ONE CAPITAL MARKETS, INC.
BANC OF AMERICA SECURITIES LLC
JACKSON SECURITIES INC.
LOOP CAPITAL MARKETS, LLC
THE WILLIAMS CAPITAL GROUP, L.P.
Acting severally on behalf of themselves
and the several Underwriters named above
By: J.P. MORGAN SECURITIES INC.
By: /s/ Jose C. Padilla
--------------------------
Name: Jose C. Padilla
Title: Vice President
By: SALOMON SMITH BARNEY INC.
By: /s/ Barbara Wansbrough
--------------------------
Name: Barbara Wansbrough
Title: Vice President
Accepted:
SARA LEE CORPORATION
By: /s/ Diana S. Ferguson
----------------------
Name: Diana S. Ferguson
Title: Vice President and Treasurer
6
Annex A
SARA LEE CORPORATION
(a Maryland corporation)
UNDERWRITING AGREEMENT
STANDARD PROVISIONS (DEBT)
September 5, 2001
From time to time, Sara Lee Corporation, a Maryland corporation (the
"Company"), may enter into one or more underwriting agreements that provide for
the sale of designated securities to the several underwriters named therein. The
standard provisions set forth herein may be incorporated by reference in any
such underwriting agreement (an "Underwriting Agreement"). The Underwriting
Agreement, including the provisions incorporated therein by reference, is herein
referred to as this Agreement. Unless otherwise defined herein, terms defined in
the Underwriting Agreement are used herein as therein defined.
I. The Company proposes to issue from time to time debt securities (the
"Securities") to be issued pursuant to the provisions of the Indenture dated as
of October 2, 1990, (the "Indenture") between the Company and The Bank of New
York, as successor to Continental Bank, N.A., as Trustee (the "Trustee"). The
Securities will have varying designations, maturities, rates and times of
payment of interest, selling prices, redemption terms and other terms.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement including a prospectus relating to the
Securities and has filed with, or transmitted for filing with, the Commission a
prospectus supplement or supplements specifically relating to the Offered
Securities pursuant to Rule 424 under the Securities Act of 1933, as amended
(the "Securities Act"). The term Registration Statement means the registration
statement as amended to the date of the Underwriting Agreement. The term Basic
Prospectus means the prospectus included in the Registration Statement. The term
Prospectus means the Basic Prospectus together with the prospectus supplement
(other than a preliminary prospectus supplement) specifically relating to the
Offered Securities as filed with, or transmitted for filing with, the Commission
pursuant to Rule 424. The term preliminary prospectus means any preliminary form
of the Prospectus used in connection with the offering of the Offered
Securities. As used herein, the terms "Registration Statement", "Basic
Prospectus", "Prospectus" and "preliminary prospectus" shall include, in each
case, the material, if any, incorporated by reference therein.
The term Underwriters' Securities means the Offered Securities to be
purchased by the Underwriters herein. The term Contract Securities means the
Offered Securities, if any, to be purchased pursuant to the delayed delivery
contracts referred to below.
II. If the Prospectus provides for sales of Offered Securities pursuant
to delayed delivery contracts, the Company hereby authorizes the Underwriters to
solicit offers to purchase Contract Securities on the terms and subject to the
conditions set forth in the Prospectus pursuant to delayed delivery contracts
substantially in the form of Schedule I attached hereto ("Delayed Delivery
Contracts") but with such changes therein as the Company may authorize or
approve. Delayed Delivery Contracts are to be with institutional investors
approved by the Company and of the types set forth in the Prospectus. On the
Closing Date (as defined in IV below), the Company will pay the Managers as
compensation, for the accounts of the Underwriters, the fee set forth in the
Underwriting Agreement in respect of the Contract Securities. The Underwriters
will not have any responsibility in respect of the validity or the performance
of Delayed Delivery Contracts.
If the Company executes and delivers Delayed Delivery Contracts with
institutional investors, the Contract Securities shall be deducted from the
Offered Securities to be purchased by the several Underwriters and the aggregate
principal amount of Offered Securities to be purchased by each Underwriter shall
be reduced pro rata in proportion to the principal amount of Offered Securities
set forth opposite each Underwriter's name in the Underwriting Agreement, except
to the extent that the Managers determine that such reduction shall be otherwise
and so advises the Company.
III. The Company is advised by the Managers that the Underwriters propose
to make a public offering of their respective portions of the Underwriters'
Securities as soon after this Agreement is entered into as in the Managers'
judgment is advisable. The terms of the public offering of the Underwriters'
Securities are set forth in the Prospectus.
IV. Payment for the Underwriters' Securities shall be made by wire
transfer payable in same-day funds to an account specified by the Company at the
time and place set forth in the Underwriting Agreement, upon delivery to the
Managers for the respective accounts of the several Underwriters of the
Underwriters' Securities registered in such names and in such denominations as
the Managers shall request in writing not less than two full business days prior
to the date of delivery. The time and date of such payment and delivery with
respect to the Underwriters' Securities are herein referred to as the Closing
Date.
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V. The several obligations of the Underwriters hereunder are subject to
the following conditions:
A. No stop order suspending the effectiveness of the Registration
Statement shall be in effect, and no proceedings for such purpose shall be
pending before or threatened by the Commission and there shall have been no
material adverse change in the financial condition of the Company and its
subsidiaries, taken as a whole, from that set forth in the Registration
Statement and the Prospectus; and the Managers shall have received, on the
Closing Date, a certificate, dated the Closing Date and signed by an
executive officer of the Company, to the foregoing effect. The officer
making such certificate may rely upon the best of his knowledge as to
proceedings pending or threatened.
B. The Managers shall have received on the Closing Date an opinion
of Roderick A. Palmore, Senior Vice President, Secretary and General
Counsel of the Company or other counsel satisfactory to the Managers, dated
the Closing Date, to the effect set forth in Exhibit A and an opinion from
Sidley Austin Brown & Wood, outside counsel for the Company, dated the
Closing Date to the effect set forth in Exhibit B.
C. The Managers shall have received on the Closing Date an opinion of
counsel for the Underwriters, dated the Closing Date, to the effect set
forth in Exhibit C.
D. The Managers shall have received on the Closing Date, a letter
dated the Closing Date in form and substance satisfactory to the Managers,
from Arthur Andersen LLP, independent public accountants, containing
statements and information of the type ordinarily included in accountants'
"comfort letters" to underwriters with respect to the financial statements
and certain financial information contained in or incorporated by reference
into the Registration Statement and the Prospectus.
E. Subsequent to the execution and delivery of this Agreement and
prior to the Closing Date, there shall not have occurred any downgrading in
the rating accorded the Company's debt securities by any "nationally
recognized statistical rating organization," as such term is defined for
purposes of Rule 436(g)(2) under the Securities Act or any public
announcement that any such organization has under surveillance or review
its rating of any debt securities of the Company (other than an
announcement with positive implications of a possible upgrading, or an
announcement with no implication of a possible downgrading, of such
rating).
3
VI. In further consideration of the agreements of the Underwriters
contained in this Agreement, the Company covenants as follows:
A. To furnish the Managers, without charge, three signed copies of
the Registration Statement including exhibits and materials, if any,
incorporated by reference therein and, during the period mentioned in
paragraph C below, as many copies of the Prospectus, any documents
incorporated by reference therein and any supplements and amendments
thereto as the Managers may reasonably request. The terms "supplement" and
"amendment" or "amend" as used in this Agreement shall include all
documents filed by the Company with the Commission subsequent to the date
of the Basic Prospectus, pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), which are deemed to be incorporated by
reference in the Prospectus.
B. Before amending or supplementing the Registration Statement or the
Prospectus with respect to the Offered Securities, to furnish the Managers
a copy of each such proposed amendment or supplement.
C. If, during such period after the first date of the public offering
of the Offered Securities as in the opinion of counsel for the Underwriters
the Prospectus is required by law to be delivered, any event shall occur as
a result of which it is necessary to amend or supplement the Prospectus in
order to make the statements therein, in the light of the circumstances
when the Prospectus is delivered to a purchaser, not misleading, or if it
is necessary to amend or to supplement the Prospectus to comply with law,
forthwith to prepare and furnish, at its own expense, to the Underwriters,
either amendments or supplements to the Prospectus so that the statements
in the Prospectus as so amended or supplemented will not, in the light of
the circumstances when the Prospectus is delivered to a purchaser, be
misleading or so that the Prospectus will comply with law.
D. To qualify the Offered Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions as the Managers shall
reasonably request and to pay all expenses (including reasonable fees and
disbursements of counsel) in connection with such qualification and in
connection with the determination of the eligibility of the Offered
Securities for investment under the laws of such jurisdictions as the
Managers may designate; provided, however, that in no event shall the
Company be required to qualify as a foreign corporation or be obligated to
4
file a general consent to service of process in any jurisdiction in which
it is not now so registered.
E. To make generally available to the Company's security holders as
soon as practicable an earnings statement covering a twelve-month period
beginning after the date of the Underwriting Agreement, which shall satisfy
the provisions of Section 11(a) of the Securities Act.
F. During the period beginning on the date of the Underwriting
Agreement and continuing to and including the Closing Date, not to offer,
sell, contract to sell or otherwise dispose of any debt securities of the
Company substantially similar to the Offered Securities without the prior
written consent of the Managers.
VII. The Company represents and warrants to each Underwriter that (i)
each document, if any, filed or to be filed pursuant to the Exchange Act and
incorporated by reference in the Prospectus complied or will comply when so
filed in all material respects with such Act and the rules and regulations
thereunder, (ii) each part of the Registration Statement (including the
documents incorporated by reference therein), filed with the Commission pursuant
to the Securities Act relating to the Offered Securities, when such part became
effective, did not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, (iii) each preliminary prospectus, if any,
filed pursuant to Rule 424 under the Securities Act complied when so filed in
all material respects with such Act and the applicable rules and regulations
thereunder, (iv) the Registration Statement and the Prospectus comply and, as
amended or supplemented, if applicable, will comply in all material respects
with the Securities Act and the applicable rules and regulations thereunder and
(v) the Registration Statement and the Prospectus do not contain and, as amended
or supplemented, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; except that these representations and warranties do not
apply to (i) the part of the Registration Statement which constitutes the
Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture
Act of 1939, as amended, of the Trustee and (ii) statements or omissions in the
Registration Statement, any preliminary prospectus or the Prospectus based upon
information furnished to the Company in writing by any Underwriter expressly for
use therein.
The Company agrees to indemnify and hold harmless each Underwriter and each
person, if any, who controls such Underwriter within the meaning of
5
either Section 15 of the Securities Act or Section 20 of the Exchange Act, from
and against any and all losses, claims, damages and liabilities caused by any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement, any preliminary prospectus or the Prospectus (if used
within the period set forth in paragraph C of Article VI hereof and as amended
or supplemented if the Company shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information furnished in writing
to the Company by any Underwriter expressly for use therein.
Each Underwriter agrees to indemnify and hold harmless the Company, its
directors, its officers who sign the Registration Statement and any person
controlling the Company to the same extent as the foregoing indemnity from the
Company to each Underwriter, but only with reference to information relating to
such Underwriter furnished in writing by such Underwriter expressly for use in
the Registration Statement, any preliminary prospectus or the Prospectus.
In case any proceeding (including any governmental investigation) shall be
instituted involving any person in respect of which indemnity may be sought
pursuant to either of the two preceding paragraphs, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm (in addition to any local counsel) for all such indemnified
parties, and that all such fees and expenses shall be reimbursed as they are
incurred. Such firm shall be designated in writing by the Managers in the case
of parties indemnified pursuant to the second preceding paragraph and by the
Company in the case of parties
6
indemnified pursuant to the first preceding paragraph. The indemnifying party
shall not be liable for any settlement of any proceeding effected without its
written consent but if settled with such consent or if there be a final judgment
for the plaintiff, the indemnifying party agrees to indemnify the indemnified
party from and against any loss or liability by reason of such settlement or
judgment.
If the indemnification provided for in this Article VII is unavailable to
an indemnified party under the second or third paragraphs hereof or insufficient
in respect of any losses, claims, damages or liabilities referred to therein,
then each indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other from the offering of the Offered
Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and of the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other in connection with the offering of the Offered
Securities shall be deemed to be in the same proportions as the total net
proceeds from the offering of such Offered Securities (before deducting
expenses) received by the Company bear to the total underwriting discounts and
commissions received by the Underwriters in respect thereof. The relative fault
of the Company on the one hand and of the Underwriters on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or by the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Article VII were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses (including expenses of local counsel)
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Article VII, no Underwriter shall be
7
required to contribute any amount in excess of the amount by which the total
price at which the Offered Securities underwritten and distributed to the public
by such Underwriter were offered to the public exceeds the amount of any damages
which such Underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The Underwriters' obligations
to contribute pursuant to this Article VII are several, in proportion to the
respective principal amounts of Offered Securities purchased by each of such
Underwriters, and not joint.
The indemnity and contribution agreements contained in this Article VII and
the representations and warranties of the Company in this Agreement shall remain
operative and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by any Underwriter or on behalf of any
Underwriter or any person controlling any Underwriter or by or on behalf of the
Company, its directors or officers or any person controlling the Company and
(iii) acceptance of and payment for any of the Offered Securities.
VIII. This Agreement shall be subject to termination in the absolute
discretion of the Managers, by notice given to the Company, if prior to the
Closing Date (i) trading in securities generally on the New York Stock Exchange
shall have been suspended or materially limited, (ii) a general moratorium on
commercial banking activities in New York shall have been declared by either
Federal or New York State authorities or (iii) there shall have occurred any
material outbreak or escalation of hostilities or other calamity or crisis the
effect of which on the financial markets of the United States is such as to make
it, in the judgment of the Managers, impracticable to market the Offered
Securities.
IX. If, on the Closing Date, any one or more of the Underwriters shall
fail or refuse to purchase Offered Securities which it or they have agreed to
purchase hereunder, and the aggregate principal amount of Offered Securities
which such defaulting Underwriter or Underwriters agreed but failed or refused
to purchase is not more than one-tenth of the aggregate principal amount of the
Offered Securities to be purchased, each non-defaulting Underwriter shall be
obligated severally in the proportion which the principal amount of Offered
Securities set forth opposite its name in the Underwriting Agreement pursuant to
which the Offered Securities are being purchased bears to the aggregate
principal of Offered Securities set forth opposite the names of all such non-
defaulting Underwriters, or in such other proportions as the Managers may
specify, to purchase the Offered Securities which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase; provided, however, that
in
8
no event shall the principal amount of Offered Securities which any Underwriter
has agreed to purchase pursuant to such Underwriting Agreement be increased
pursuant to this Article IX by an amount in excess of one-ninth of such
principal amount of Offered Securities without the written consent of such
Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail
or refuse to purchase Offered Securities and the aggregate principal amount of
Offered Securities with respect to which such default occurs is more than one-
tenth of the aggregate principal amount of Offered Securities to be purchased,
and arrangements satisfactory to the Managers and the Company for the purchase
of such Offered Securities are not made within 36 hours after such default, this
Agreement will terminate without liability on the part of any non-defaulting
Underwriter or the Company. In any such case the non-defaulting Underwriters
shall have the right to postpone the Closing Date, but in no event for longer
than seven days, in order that the required changes, if any, in the Registration
Statement and in the Prospectus or in any other documents or arrangements may be
effected. Any action taken under this paragraph shall not relieve any defaulting
Underwriter from liability in respect of any default of such Underwriter under
this Agreement.
If this Agreement shall be terminated by the Underwriters or any of them,
because of any failure or refusal on the part of the Company to comply with the
terms or to fulfill any of the conditions of this Agreement or if for any reason
the Company shall be unable to perform its obligations under this Agreement, the
Company will reimburse the Underwriters or such Underwriters as have so
terminated this Agreement, with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and disbursements of their counsel)
reasonably incurred by such Underwriters in connection with the Offered
Securities.
This Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
9
SCHEDULE I
DELAYED DELIVERY CONTRACT
, 200_
Dear Sirs:
The undersigned hereby agrees to purchase from Sara Lee Corporation, a
Maryland corporation (the "Company"), and the Company agrees to sell to the
undersigned
$____________
principal amount of the Company's [state title of issue] (the
"Securities"), offered by the Company's prospectus dated ________________, 200_
and Prospectus Supplement dated _______________, 200_, receipt of copies of
which are hereby acknowledged, at a purchase price of ___% of the principal
amount thereof plus accrued interest thereon from the dates and on the further
terms and conditions set forth in this contract. The undersigned does not
contemplate selling Securities prior to making payment therefor.
The undersigned will purchase from the Company Securities in the principal
amounts and on the delivery dates set forth below:
Plus Accrued
Delivery Date Principal Amount Interest From:
-------------- -------------------- -------------
______________ $ __________________ _____________
______________ $ __________________ _____________
______________ $ __________________ _____________
Each such date on which Securities are to be purchased hereunder is
hereinafter referred to as a "Delivery Date."
Payment for the Securities which the undersigned has agreed to purchase on
each Delivery Date shall be made to the Company or its order by certified or
official bank check in New York Clearing House funds at the office of
________________________, New York, N.Y., at 10:00 A.M. (New York time)
on the Delivery Date, upon delivery to the undersigned of the Securities to be
purchased by the undersigned on the Delivery Date, in such denominations and
registered in such names as the undersigned may designate by written or
telegraphic communication addressed to the Company not less than five full
business days prior to the Delivery Date.
The obligation of the undersigned to take delivery of and make payment for
the Securities on the Delivery Date shall be subject to the conditions that (1)
the purchase of Securities to be made by the undersigned shall not at the time
of delivery be prohibited under the laws of the jurisdiction to which the
undersigned is subject and (2) the Company shall have sold, and delivery shall
have taken place to the underwriters (the "Underwriters") named in the
Prospectus Supplement referred to above of, such part of the Securities as is to
be sold to them. Promptly after completion of sale and delivery to the
Underwriters, the Company will mail or deliver to the undersigned at its address
set forth below notice to such effect, accompanied by a copy of the opinion of
counsel for the Company delivered to the Underwriters in connection therewith.
Failure to take delivery of and make payment for Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this contract.
This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.
This contract shall be governed by and construed in accordance with the
laws of the State of New York.
2
If this contract is acceptable to the Company, it is requested that the
Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This will
become a binding contract, as of the date first above written, between the
Company and the undersigned when such counterpart is so mailed or delivered.
Yours very truly,
-----------------------------
(Purchaser)
By
---------------------------
-----------------------------
Name:
Title:
-----------------------------
-----------------------------
(Address)
Accepted:
SARA LEE CORPORATION
By
----------------------------
Name:
Title:
3
PURCHASER--PLEASE COMPLETE AT TIME OF SIGNING
The name and telephone and department of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be discussed is
as follows: (Please print.)
Telephone No.
Name (Including Area Code) Department
---------- ---------------------- -----------
---------- ---------------------- -----------
---------- ---------------------- -----------
---------- ---------------------- -----------
4
EXHIBIT A
Opinion of Roderick A. Palmore,
Senior Vice President, General Counsel and Secretary of the Company
The opinion of Roderick A. Palmore, Senior Vice President, General Counsel
and Secretary of the Company, to be delivered pursuant to the Underwriting
Agreement shall be to the effect that:
(i) the Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Maryland and
is duly qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or the ownership or
leasing of property requires such qualification, except where the failure
to obtain such qualification or be in good standing would not reasonably be
expected to have a material adverse effect on the present consolidated
financial condition of the Company and its consolidated subsidiaries, taken
as a whole;
(ii) each "significant subsidiary" (as defined in Regulation S-X of
the Securities and Exchange Commission) of the Company has been duly
incorporated and is validly existing as a corporation in good standing
under the laws of the jurisdiction of its incorporation and is duly
qualified to transact business and is in good standing in each jurisdiction
in which the conduct of its business or the ownership or leasing of
property requires such qualification, except where the failure to obtain
such qualification or be in good standing would not reasonably be expected
to have a material adverse effect on the present consolidated financial
condition of the Company and its consolidated subsidiaries, taken as a
whole; and all of the issued and outstanding capital stock of each such
subsidiary has been duly and validly issued and is fully paid and non-
assessable and the Company owns its interest in the capital stock of each
such subsidiary free and clear of any mortgage, pledge, lien, encumbrance,
claim or equity;
(iii) the Indenture has been duly authorized, executed and delivered
by the Company;
(iv) the Offered Securities have been duly authorized by the
Company;
(v) the Underwriting Agreement has been duly authorized, executed
and delivered by the Company;
A-1
(vi) the Delayed Delivery Contracts, if any, have been duly
authorized, executed and delivered by the Company;
(vii) the execution, delivery and performance by the Company of the
Underwriting Agreement and the sale of the Offered Securities as provided
therein will not result in any violation or contravention of any provisions
of (1) to the best of such counsel's knowledge, applicable law, (2) the
charter or by-laws of the Company or (3) any indenture, mortgage or other
agreement known to such counsel to which the Company or any of its
subsidiaries is bound, except, with respect to (3), violations or
contraventions which would not reasonably be expected to have a material
adverse effect on the present consolidated financial condition of the
Company and its consolidated subsidiaries, taken as a whole; and, to the
best of such counsel's knowledge, no consent, approval or authorization of
any governmental body is required, except such as are specified and have
been obtained; and
(viii) such counsel (1) is of the opinion that each document, if any,
filed pursuant to the Securities Exchange Act of 1934 and incorporated by
reference in the Prospectus (except for financial statements contained or
incorporated by reference therein, as to which such counsel need not
express any opinion) complied when so filed as to form in all material
respects with such Act and the rules and regulations thereunder, and (2) is
of the opinion that the Registration Statement (except for financial
statements contained or incorporated by reference therein, as to which such
counsel need not express any opinion), when it became effective, and the
Prospectus (except for financial statements contained therein, as to which
such counsel need not express any opinion), as amended or supplemented, if
applicable, on the date of the Underwriting Agreement, complied as to form
in all material respects with the Securities Act of 1933 and the rules and
regulations thereunder.
In addition, such counsel shall state that such counsel or lawyers on
his staff participated in the preparation of the Registration Statement,
the Prospectus and the documents incorporated by reference in the
Prospectus and nothing has come to such counsel's attention that leads him
to believe that either the Registration Statement (except for financial
statements, financial data and supporting schedules contained or
incorporated by reference therein, as to which such counsel need not
express any belief), at the time it became effective, or, if an amendment
to the Registration Statement or an Annual Report on Form 10-K has been
filed with the Securities and Exchange Commission subsequent to the
effectiveness of the Registration Statement, then at the time such
amendment became
A-2
effective or at the time of the most recent such filing, contained an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading, or the Prospectus (except for financial statements,
financial data and supporting schedules contained or incorporated by
reference therein, as to which such counsel need not express any belief),
as of the date of the Prospectus and on the Closing Date, included or
includes an untrue statement of a material fact or omitted or omits to
state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.
A-3
EXHIBIT B
Opinion of Sidley Austin Brown & Wood
The opinion of Sidley Austin Brown & Wood, special counsel to the Company,
to be delivered pursuant to the Underwriting Agreement shall be to the effect
that:
(i) the Indenture has been duly qualified under the Trust Indenture
Act of 1939, as amended, and, assuming the due authorization, execution and
delivery thereof by the Company and the Trustee, constitutes the legal,
valid and binding obligation of the Company enforceable against the Company
in accordance with its terms, except to the extent enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other similar laws of general applicability relating to or
affecting the enforcement of creditors' rights and by the effect of general
principles of equity (regardless of whether enforceability is considered in
a proceeding in equity or at law);
(ii) assuming that the Offered Securities have been duly authorized
by the Company, when duly executed and authenticated in accordance with the
provisions of the Indenture and delivered to and paid for by the Managers
in accordance with the terms of the Underwriting Agreement, the Offered
Securities will constitute legal, valid and binding obligations of the
Company enforceable against the Company in accordance with their respective
terms, except to the extent enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or other
similar laws of general applicability relating to or affecting the
enforcement of creditors' rights and by the effect of general principles of
equity (regardless of whether enforceability is considered in a proceeding
in equity or at law);
(iii) assuming that the Delayed Delivery Contracts, if any, have been
duly authorized, executed and delivered by the Company and each other party
thereto, the Delayed Delivery Contracts, if any, constitute legal, valid
and binding obligations of the Company enforceable against the Company in
accordance with their terms, except to the extent enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other similar laws of general applicability relating to or
affecting the enforcement of creditors' rights and by the effect of general
principles of equity (regardless of whether enforceability is considered in
a proceeding in equity or at law);
B-1
(iv) the Offered Securities and the Indenture conform as to legal
matters in all material respects to the descriptions thereof contained in
the Prospectus; and the statements in the Prospectus under the captions
"Description of Debt Securities" (except for the statements set forth under
"--Form and Exchange of Debt Securities"), "Plan of Distribution,"
"Description of the Notes" (except for the statements set forth under "--
Book Entry System; Delivery and Form") and "Underwriting," to the extent
that such statements constitute summaries of certain provisions of the
Offered Securities, the Indenture and the Underwriting Agreement, have been
reviewed by such counsel and are correct in all material respects;
(v) such counsel is of the opinion that the Registration Statement
(other than the financial statements, financial data, statistical data and
supporting schedules included or incorporated by reference therein, as to
which such counsel need not express any opinion), at the time it became
effective, complied as to form in all material respects with the
requirements of the Securities Act of 1933 and the rules and regulations
thereunder.
In addition, such counsel shall state that they have participated in
conferences with officers and other representatives of the Company,
including its independent public accountants, in the preparation of (A) the
Registration Statement and (B) the Prospectus (which representatives of the
Managers and counsel to the Managers participated in) and, except as set
forth in (iv) above, although such counsel are not passing upon, and do not
assume responsibility for, the accuracy, completeness or fairness of the
statements contained in the Registration Statement or Prospectus and have
not made any independent check or verification thereof, nothing has come to
such counsel's attention that causes them to believe that either the
Registration Statement (other than the financial statements, financial
data, statistical data and supporting schedules included or incorporated by
reference therein, as to which such counsel need not express any belief),
at the time it became effective, or, if an amendment to the Registration
Statement or an Annual Report on Form 10-K has been filed with the
Securities and Exchange Commission subsequent to the effectiveness of the
Registration Statement, then at the time such amendment became effective or
at the time of the most recent such filing, contained an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, or the
Prospectus (other than the financial statements, financial data,
statistical data and supporting schedules included or incorporated by
reference therein, as to which such counsel need not express any belief),
as
B-2
of the date of the Prospectus and on the Closing Date, included or includes
an untrue statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading.
Such counsel may limit their opinion letter to the federal laws of the
United States and the laws of the State of New York.
B-3
EXHIBIT C
Opinion of Counsel for the Underwriters
The opinion of counsel for the Underwriters, to be delivered pursuant to
Article V, paragraph C of the document entitled Sara Lee Corporation
Underwriting Agreement Standard Provisions (Debt) shall be to the effect that:
(i) the Indenture has been duly authorized, executed and delivered
by the Company and is a valid and binding agreement of the Company and has
been duly qualified under the Trust Indenture Act of 1939,
(ii) the Offered Securities have been duly authorized, and, when
executed and authenticated in accordance with the provisions of the
Indenture and delivered to and paid for by the Underwriters or by
institutional investors, if any, pursuant to Delayed Delivery Contracts,
will be valid and binding obligations of the Company in accordance with
their terms,
(iii) the Underwriting Agreement has been duly authorized, executed
and delivered by the Company and is a valid and binding agreement of the
Company, except as rights to indemnity thereunder may be limited by
applicable law,
(iv) the Delayed Delivery Contracts, if any, have been duly
authorized, executed and delivered by the Company and are valid and binding
agreements of the Company,
(v) the statements in the Prospectus under "Description of Debt
Securities", "Plan of Distribution", "Description of the Notes" and
"Underwriting", insofar as such statements constitute a summary of the
documents or proceedings referred to therein, fairly present the
information called for with respect to such documents and proceedings and
(vi) such counsel (1) is of the opinion that the Registration
Statement and Prospectus, as amended or supplemented, if applicable (except
as to financial statements contained therein, as to which such counsel need
not express any opinion) comply as to form in all material respects with
the Securities Act and the rules and regulations thereunder and (2)
believes that (except for the financial statements contained therein, as to
which such counsel need not express any belief) the Registration
C-1
Statement and the Prospectus on the date of the Underwriting Agreement did
not, and the Prospectus, as amended or supplemented, if applicable, on the
Closing Date does not, contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided that such counsel may state that their opinion and
belief is based upon their participation in the preparation of the
Registration Statement and the Prospectus and any amendments and
supplements thereto (other than the documents incorporated by reference
therein) and review and discussion of the contents thereof, but is without
independent check or verification except as specified.
C-2
EX-4.1
4
dex41.txt
FORM OF FLOATING RATE NOTE DUE 2003
Exhibit 4.1
SARA LEE CORPORATION
Floating Rate Notes due 2003
Registered No. FLR-1 Principal Amount: $250,000,000
CUSIP No. 803111 AL 7
This Security is a Security in global form within the meaning of the
Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee of a Depositary. This global Security is exchangeable for
Securities registered in the name of a person other than the Depositary or its
nominee only in the limited circumstances described in the Indenture, and no
transfer of this Security (other than a transfer of this Security as a whole by
the Depositary to a nominee of the Depositary or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary) may be registered except
in such limited circumstances.
Unless this Security is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York), a New York
corporation ("DTC"), to the issuer or its agent for registration of transfer,
exchange or payment, and any Security issued upon registration of transfer of,
or in exchange for, or in lieu of, this Security is registered in the name of
Cede & Co. or such other name as requested by an authorized representative of
DTC (any payment hereon is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET FORTH
HEREIN:
Principal Amount: $250,000,000
Original Issue Date: September 10, Stated Maturity: September 10, 2003 This Security is a: Global Security
2001
Specified Currency: U.S. dollars Authorized Denominations: U.S. $1,000
and any integral multiple of $1,000
in excess thereof
Initial Interest Rate: 3.68625% Interest Payment Dates: Regular Record Dates: March 1, June
March 10, June 10, September 10 and 1, September 1 and December 1
December 10 of each year, beginning immediately preceding the respective
December 10, 2001 Interest Payment Dates
Index Maturity: Three months Interest Rate Basis or Bases: LIBOR
(as determined herein)
Spread Multiplier: N/A Spread (plus or minus): +20 basis
points
Maximum Rate: N/A Minimum Rate: N/A
Reset Period: Quarterly Interest Reset Dates: March 10, June
10, September 10 and December 10
Interest Determination Dates: The Calculation Agent: The Bank of New
second London Business Day York
preceding each Interest Reset Date
Discounted Security: Original Issue Discount Security:
[_] yes [X] no [_] yes [X] no
Issue Price (expressed as a
percentage of aggregate principal
amount): 100%
2
SARA LEE CORPORATION
SARA LEE CORPORATION, a Maryland corporation (herein called the "Company,"
which term includes any successor corporation under the Indenture referred to
below), for value received, hereby promises to pay to Cede & Co., as nominee for
the Depository Trust Company, or registered assigns, the principal amount stated
above at Stated Maturity, and to pay interest thereon from the Original Issue
Date shown above or, in the case of a Security issued upon registration of
transfer or exchange, from and including the most recent Interest Payment Date
to which interest has been paid or duly provided for to but not including the
applicable Interest Payment Date or the Stated Maturity (such Stated Maturity
Date is referred to hereinafter as a "Maturity" with respect to principal
repayable on such date), as the case may be, provided that if the Original Issue
--------
Date is after a Regular Record Date and before the Interest Payment Date
immediately following such Regular Record Date, interest payments will commence
on the second Interest Payment Date following the Original Issue Date, at the
rate per annum equal to the Initial Interest Rate specified above, until the
principal hereof is paid or made available for payment. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest; provided, however, that interest
-------- -------
payable at Maturity will be payable to the Person to whom principal shall be
payable. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and
shall be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a special
record date (which shall be not less than five Business Days prior to the date
of payment of such defaulted interest) established by notice given by mail by or
on behalf of the Company to the Holder of this Security (or one or more
Predecessor Securities) not less than 15 calendar days preceding such special
record date (the "Special Record Date").
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture dated as of October 2, 1990, as supplemented from time
to time (herein called the "Indenture"), among the Company and The Bank of New
York, as successor to Continental Bank, N.A., as Trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof. The Securities of this series may be denominated in different
currencies, bear different dates, mature at different times and bear interest at
different rates. Subject to being increased by the Company pursuant to an
Officer's Certificate, the aggregate principal amount of the Securities of this
series which may be authenticated and delivered pursuant to the Indenture
(except as provided therein) is $250,000,000.
The Company will appoint and at all times maintain a Paying Agent (which
may be the Trustee) authorized by the Company to pay the principal of (and
premium, if any) and interest on any Securities of this series on behalf of the
Company and having an office or agency in The City of New York, New York or The
City of Chicago, Illinois where Securities of this series may be presented or
surrendered for payment and where notices, designations or requests in respect
of payments with respect to Securities of this series may be served. The
Company has initially appointed The Bank of New York as such Paying Agent, with
its Corporate Trust Office currently at 101 Barclay Street, New York, New York
10286. The Company will give prompt written notice to the Trustee of any change
in such appointment.
Funds for the payment of the principal of (and premium, if any) and
interest on this Security due in United States dollars on any Interest Payment
Date or at Maturity will be made available to the Trustee on such date. As soon
as possible thereafter, the Trustee will pay such funds to the Depositary
(referred
3
to below), and the Depositary will allocate and pay such funds to the owners of
beneficial interests in this Security in accordance with its existing operating
procedures.
The principal of (and premium, if any) and interest on this Security are
payable by the Company in the Specified Currency set forth above.
The rate of interest on this Security will be reset quarterly (such period
being the "Reset Period," and the first day of each Reset Period, an "Interest
Reset Date") by the Calculation Agent, as specified above. The Interest Reset
Dates will be the dates specified on the face hereof; provided, however, that
-------- -------
the interest rate in effect from the date of issue to the first Interest Reset
Date will be the Initial Interest Rate specified on the face hereof. Each such
adjusted rate shall be applicable on and after the Interest Reset Date to which
it relates, to, but not including, the next succeeding Interest Reset Date or
until the Maturity, as the case may be. If any Interest Reset Date would
otherwise be a day that is not a Market Day, the Interest Reset Date shall be
postponed to the next day that is a Market Day, except that if such Market Day
is in the next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Market Day.
"Index Maturity" means the period to maturity of the instrument or
obligation on which the interest rate formula is based. "Business Day," with
respect to any particular location, means each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in such
location are authorized by law or regulation to close. "Market Day" means any
Business Day in The City of New York which is also a London Business Day.
"London Business Day" means any day on which dealings in deposits in United
States dollars are transacted in the London interbank market.
Subject to applicable provisions of law and except as specified herein, on
each Interest Reset Date, the rate of interest on this Security shall be the
rate determined in accordance with the provisions below.
Determination of LIBOR. Unless otherwise specified above, LIBOR will be
----------------------
determined by the Calculation Agent accordance with the following provisions:
(i) With respect to any LIBOR Interest Determination Date, LIBOR
will be the rate for deposits in United States dollars having a maturity of
three months commencing on the first day of the applicable interest period
that appears on the display designated as "Page 3750" on the Dow Jones
Market Service (or any successor page or service, for the purpose of
displaying London interbank offered rates for United States dollar
deposits) ("Telerate Page 3750") as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date. If no rate appears on Telerate Page
3750, LIBOR for such LIBOR Interest Determination Date will be determined
as described in (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which
no rate for the applicable Index Maturity appears on Telerate Page 3750, as
specified in (i) above, LIBOR will be determined on the basis of the rates
at which deposits in United States dollars having the Index Maturity shown
on the face hereof are offered at approximately 11:00 A.M., London time, on
such LIBOR Interest Determination Date to prime banks in the London
interbank market by four major reference banks in the London interbank
market selected by the Calculation Agent, in a principal amount equal to an
amount of not less than U.S. $1,000,000 that is representative for a single
transaction in such market at such time (a "Representative Amount"). The
Calculation Agent will request the principal London office of each of such
banks to provide a quotation of its rate. If at least two such quotations
are provided, LIBOR on such Interest Determination Date will be the
arithmetic mean (rounded, if necessary, to the nearest one hundred-
thousandth of a
4
percentage point, with five one-millionths of a percentage point rounded
upwards) of such quotations as determined by the Calculation Agent. If
fewer than two quotations are provided, LIBOR on such LIBOR Interest
Determination Date will be the arithmetic mean (rounded, if necessary, to
the nearest one hundred-thousandth of a percentage point, with five one-
millionths of a percentage point rounded upwards) of the rate quoted at
approximately 11:00 A.M., New York City time, on such LIBOR Interest
Determination Date by three major banks in The City of New York, selected
by the Calculation Agent, for loans in United States dollars to leading
European banks, having the Index Maturity shown on the face hereof and in a
Representative Amount; provided, however, that if fewer than three banks
-------- -------
selected as aforesaid by the Calculation Agent are quoting as mentioned in
this sentence, LIBOR with respect to such Interest Reset Date will be LIBOR
in effect on such LIBOR Interest Determination Date.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Rate, if any, or less than the Minimum Rate, if any,
shown on the face hereof. The interest rate on this Security will in no event
be higher than the maximum rate permitted by New York law as the same may be
modified by United States law of general applicability.
The Company will appoint and at all times maintain a banking
institution that is not an Affiliate of the Company as Calculation Agent
hereunder. The Company has initially appointed The Bank of New York as such
Calculation Agent and will give prompt written notice to the Trustee of any
change in such appointment. The Company will cause the Calculation Agent to
calculate the interest rate on this Security with respect to any Interest Reset
Date in accordance with the foregoing on or before the Calculation Date
pertaining to the related Interest Determination Date. Except as otherwise
provided herein, all United States dollar amounts used in or resulting from such
calculations will be rounded to the nearest cent (with one-half cent being
rounded upward). The Calculation Agent's determination of any interest rate
will be final and binding in the absence of manifest error.
The Calculation Agent will, upon the request of the Holder of this
Security, provide to such Holder the interest rate hereon then in effect and, if
determined, the interest rate that will become effective as of the next Interest
Reset Date.
Unless specified above, the Interest Determination Date pertaining to
an Interest Reset Date will be the second London Business Day preceding such
Interest Reset Date (the "LIBOR Interest Determination Date").
Unless otherwise specified above, the "Calculation Date" pertaining to
any Reset Period shall be the earlier of (i) the tenth calendar day after the
Interest Determination Date pertaining to such Reset Period, or, if such day is
not a Market Date, the next succeeding Market Day or (ii) the Market Day
preceding the applicable Interest Payment Date or Maturity, as the case may be.
Interest payments for this Security shall be the amount of interest
accrued to, but excluding, the Interest Payment Dates. Accrued interest hereon
from the Original Issue Date or from the last date to which interest hereon has
been paid is calculated by multiplying the face amount hereof by an accrued
interest factor. Such accrued interest factor is computed by adding the
interest factors calculated for each day from the Original Issue Date or from
the last date to which interest has been paid to the date, but excluding such
date, for which accrued interest is being calculated, unless otherwise specified
on the face hereof. The interest factor (expressed as a decimal rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upwards) for each such day
shall be computed by dividing the interest rate (expressed as a decimal rounded,
if necessary, to the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upwards) applicable to such
day by 360.
5
If any Interest Payment Date for this Security, other than Maturity,
is on any day that is not a Market Day, such Interest Payment Date shall be
postponed to the next such succeeding Market Day (or, if the next such
succeeding Market Day falls in the next calendar month, such Interest Payment
Date shall be the immediately preceding Market Day), with the same force and
effect as if made on the due date, and no interest shall be payable on the date
of payment for the period from and after the due date. If the Maturity for this
Security falls on any day which is not a Market Day, payouts due hereon need not
be made on such day, but may be made on the next succeeding Market Day with the
same force and effect as if made on such due date, and no interest shall be
payable on the date of payment for the period from and after such due date.
This Security shall not be redeemable at the option of the Company before
the Stated Maturity specified on the face hereof.
This Security shall not be repayable at the option of the Holder on any
date prior to the Stated Maturity specified above.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
OTHER PROVISIONS:
With respect to the Securities of this series, the term "Principal Domestic
Property," as set forth in the Indenture, shall mean "any facility (together
with the land on which it is erected and fixtures comprising a part thereof)
used primarily for manufacturing, processing or distribution, located in the
United States, owned or leased by the Issuer or a Subsidiary and having a gross
book value (without deduction for depreciation reserves) in excess of
$50,000,000, other than any such facility or portion thereof which, in the
opinion of the Board of Directors of the Issuer, is not of material importance
to the total business conducted by the Issuer and its Subsidiaries as an
entirety."
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than 50% in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting, with certain exceptions as therein
provided, the Holders of not less than a majority in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the right of the Holder of this Security,
which is absolute and unconditional, to receive payment of the principal of (and
premium, if any) and interest on this Security at the times, places and rate,
and in the coin or currency, herein prescribed.
The Indenture contains provisions, which apply to this Security, for
defeasance of (i) the entire indebtedness of this Security and (ii) certain
restrictive covenants, subject in either case to compliance by the Company with
conditions set forth in the Indenture, including that in the event of defeasance
pursuant
6
to Section 10.1(A) of the Indenture Holders of this Security shall only be able
to look to the trust fund established pursuant to Section 10.1(A) for payment of
principal of and premium, if any, and interest on this Security until Maturity.
As provided in the Indenture and subject to certain additional limitations
set forth therein and as may be set forth above, the transfer of this Security
is registrable in the Security register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series of like tenor, of Authorized Denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Securities of this series are issuable only in registered form without
interest coupons in denominations of U.S. $1,000 and any integral multiple of
U.S. $1,000 in excess thereof or (an "Authorized Denomination"). The Securities
of this series may be issued, in whole or in part, in the form of one or more
global Securities and issued to The Depository Trust Company as depositary for
the global Securities of this series (the "Depositary") or its nominee and
registered in the name of the Depositary or such nominee. As provided in the
Indenture and subject to certain limitations set forth therein and as may be set
forth on the face hereof, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series of like tenor and like
terms of a different Authorized Denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentation of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Securities endorsed thereon shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to above, directly or through an Authenticating Agent, by
manual signature of an authorized signatory, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
7
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: September 10, 2001 SARA LEE CORPORATION
______________________________
By:
Title:
______________________________
By:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series
designated in, and issued under, the Indenture
described herein.
THE BANK OF NEW YORK,
as Trustee
By: _____________________________________
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - ____________________ Custodian ________________________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
____________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT
SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE
NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE
____________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing
________________________________________________________________________________
attorney to transfer said Security on the books of the Company, with full power
of substitution in the premises.
DATED: ______________________ _______________________________________________
NOTICE: The signature to this assignment must
correspond with the name as written upon the
face of the within instrument in every
particular, without alteration or enlargement
or any change whatsoever.
EX-4.2
5
dex42.txt
FORM OF 6 1/4% NOTES DUE 2011
Exhibit 4.2
SARA LEE CORPORATION
6 1/4% Notes due 2011
Registered No. FXR-1 Principal Amount: $500,000,000
CUSIP No. 803111 AK 9
This Security is a Security in global form within the meaning of the
Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee of a Depositary. This global Security is exchangeable for
Securities registered in the name of a person other than the Depositary or its
nominee only in the limited circumstances described in the Indenture, and no
transfer of this Security (other than a transfer of this Security as a whole by
the Depositary to a nominee of the Depositary or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary) may be registered except
in such limited circumstances.
Unless this Security is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York), a New York
corporation ("DTC"), to the issuer or its agent for registration of transfer,
exchange or payment, and any Security issued upon registration of transfer of,
or in exchange for, or in lieu of, this Security is registered in the name of
Cede & Co. or such other name as requested by an authorized representative of
DTC (any payment hereon is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET FORTH
HEREIN:
Principal Amount: $500,000,000
Original Issue Date: September 10, Stated Maturity: September 15, 2011 This Security is a: Global Security
2001
Specified Currency: U.S. dollars Authorized Denominations:
U.S. $1,000 and any integral multiple
of $1,000 in excess thereof
Initial Interest Rate: 6 1/4% per Interest Payment Dates: Regular Record Dates: March 1 and
annum March 15 and September 15 of each year, September 1 immediately preceding
beginning March 15, 2002 the respective Interest Payment Dates
Redemption Date(s): Any time after Redemption Price(s): The greater of
the Original Issue Date (I) 100% of the principal amount to be
redeemed and (ii) as determined by the
Quotation Agent (as defined herein),
the sum of the present values of the
remaining scheduled payments of
principal and interest hereon (not
including any portion of those payments
of interest accrued to the Redemption
Date) discounted to the date of
redemption on a semi-annual basis
(assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted
Treasury Rate (as defined herein) plus
20 basis points, plus, in each case,
accrued interest hereon to the
Redemption Date
Discounted Security: Original Issue Discount Security:
[_] yes [X] no [_] yes [X] no
Issue Price (expressed as a
percentage of aggregate principal
amount): 99.507%
2
SARA LEE CORPORATION
SARA LEE CORPORATION, a Maryland corporation (herein called the "Company,"
which term includes any successor corporation under the Indenture referred to
below), for value received, hereby promises to pay to Cede & Co., as nominee for
The Depository Trust Company, or registered assigns, the principal amount stated
above at Stated Maturity, and to pay interest thereon from the Original Issue
Date shown above or, in the case of a Security issued upon registration of
transfer or exchange, from and including the most recent Interest Payment Date
to which interest has been paid or duly provided for to, but not including, the
applicable Interest Payment Date or the Stated Maturity or any Redemption Date
(each such Stated Maturity or Redemption Date is referred to hereinafter as a
"Maturity" with respect to principal repayable on such date), as the case may
be, provided that if the Original Issue Date is after a Regular Record Date and
--------
before the Interest Payment Date immediately following such Regular Record Date,
interest payments will commence on the second Interest Payment Date following
the Original Issue Date, at the rate per annum set forth above, until the
principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest; provided, however, that
-------- -------
interest payable at Maturity will be payable to the Person to whom principal
shall be payable. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
shall be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a special
record date (which shall be not less than five Business Days prior to the date
of payment of such defaulted interest) established by notice given by mail by or
on behalf of the Company to the Holder of this Security (or one or more
Predecessor Securities) not less than 15 calendar days preceding such special
record date (the "Special Record Date").
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture dated as of October 2, 1990, as supplemented from time
to time (herein called the "Indenture"), among the Company and The Bank of New
York, as successor to Continental Bank, N.A., as Trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof. The Securities of this series may be denominated in different
currencies, bear different dates, mature at different times and bear interest at
different rates. Subject to being increased by the Company pursuant to an
Officer's Certificate, the aggregate principal amount of the Securities of this
series which may be authenticated and delivered pursuant to the Indenture
(except as provided therein) is $1,000,000,000.
The Company will appoint and at all times maintain a Paying Agent (which
may be the Trustee) authorized by the Company to pay the principal of (and
premium, if any) and interest on any Securities of this series on behalf of the
Company and having an office or agency in The City of New York, New York or The
City of Chicago, Illinois where Securities of this series may be presented or
surrendered for payment and where notices, designations or requests in respect
of payments with respect to Securities of this series may be served. The Company
has initially appointed The Bank of New York as such Paying Agent, with its
Corporate Trust Office currently at 101 Barclay Street, New York, New York
10286. The Company will give prompt written notice to the Trustee of any change
in such appointment.
Funds for the payment of the principal of (and premium, if any) and
interest on this Security due in United States dollars on any Interest Payment
Date or at Maturity will be made available to the Trustee
3
on such date. As soon as possible thereafter, the Trustee will pay such funds to
the Depositary (referred to below), and the Depositary will allocate and pay
such funds to the owners of beneficial interests in this Security in accordance
with its existing operating procedures.
The principal of (and premium, if any) and interest on this Security are
payable by the Company in the Specified Currency set forth above.
Interest payments for this Security will include interest accrued to, but
excluding, the Interest Payment Dates. Interest payments for this Security shall
be computed and paid on the basis of a 360-day year of twelve 30-day months
unless otherwise specified.
Any payment on this Security due on any day which is not a Market Day need
not be made on such day, but may be made on the next succeeding Market Day with
the same force and effect as if made on such due date, and no interest shall be
payable on the date of payment for the period from and after such due date.
"Business Day," with respect to any particular location, means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in such location are authorized by law or regulation to close.
"Market Day" means any Business Day in The City of New York.
This Security is subject to redemption at any time at the option of the
Company, upon notice by first-class mail, postage prepaid, mailed not less than
30 days nor more than 60 days prior to the Redemption Date specified in such
notice, at the applicable Redemption Price specified on the face hereof, but
interest installments whose maturity is prior to the Redemption Date will be
payable to the Holder of this Security, or one or more Predecessor Securities,
of record at the close of business on the relevant Regular or Special Record
Dates, all as provided in the Indenture. The Company may elect to redeem less
than the entire principal amount hereof, provided that the principal amount, if
--------
any, of this Security that remains outstanding after such redemption is an
Authorized Denomination, as defined herein. In the event of any redemption in
part, the Company will not be required to (i) issue, register the transfer of,
or exchange any Security during a period of 15 days next preceding the day of
the first mailing of the notice of redemption of Securities selected for
redemption or (ii) register the transfer or exchange of any Security, or any
portion thereof, called for redemption, except the unredeemed portion of any
Security being redeemed in part. In the event of redemption of this Security in
part only, a new Security or Securities of this series and of like tenor and for
a principal amount equal to the unredeemed or unrepaid portion will be delivered
to the registered Holder upon the cancellation hereof.
"Adjusted Treasury Rate" means, with respect to any Redemption Date, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for that Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of this Security that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of this Security.
"Comparable Treasury Price" means, with respect to any Redemption Date, (i)
the average of the Reference Treasury Dealer Quotations for the Redemption Date,
after excluding the highest and lowest Reference Treasury Dealer Quotations, or
(ii) if the Trustee obtains fewer than three Reference Treasury Dealer
Quotations, the average of all such Reference Treasury Dealer Quotations.
4
"Quotation Agent" means J.P. Morgan Securities Inc. or another Reference
Treasury Dealer appointed by the Company.
"Reference Treasury Dealer" means (i) each of J.P. Morgan Securities Inc.
and Solomon Smith Barney Inc. and their respective successors; provided,
--------
however, that if either of the foregoing shall cease to be a primary U.S.
-------
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute another Primary Treasury Dealer, and (ii) any other
Primary Treasury Dealer selected by the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding that Redemption Date.
This Security shall not be repayable at the option of the Holder on any
date prior to the Stated Maturity specified above.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
OTHER PROVISIONS:
With respect to the Securities of this series, the term "Principal Domestic
Property," as set forth in the Indenture, shall mean "any facility (together
with the land on which it is erected and fixtures comprising a part thereof)
used primarily for manufacturing, processing or distribution, located in the
United States, owned or leased by the Issuer or a Subsidiary and having a gross
book value (without deduction for depreciation reserves) in excess of
$50,000,000, other than any such facility or portion thereof which, in the
opinion of the Board of Directors of the Issuer, is not of material importance
to the total business conducted by the Issuer and its Subsidiaries as an
entirety."
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than 50% in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting, with certain exceptions as therein
provided, the Holders of not less than a majority in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the right of the Holder of this Security,
which is absolute and unconditional, to receive payment of the principal of (and
premium, if any) and interest on this Security at the times, places and rate,
and in the coin or currency, herein prescribed.
5
The Indenture contains provisions, which apply to this Security, for
defeasance of (i) the entire indebtedness of this Security and (ii) certain
restrictive covenants, subject in either case to compliance by the Company with
conditions set forth in the Indenture, including that in the event of defeasance
pursuant to Section 10.1(A) of the Indenture Holders of this Security shall only
be able to look to the trust fund established pursuant to Section 10.1(A) for
payment of principal of and premium, if any, and interest on this Security until
Maturity.
As provided in the Indenture and subject to certain additional limitations
set forth therein and as may be set forth above, the transfer of this Security
is registrable in the Security register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series of like tenor, of Authorized Denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Securities of this series are issuable only in registered form without
interest coupons in denominations of U.S. $1,000 and any integral multiple of
U.S. $1,000 in excess thereof (an "Authorized Denomination"). The Securities of
this series may be issued, in whole or in part, in the form of one or more
global Securities and issued to The Depository Trust Company as depositary for
the global Securities of this series (the "Depositary") or its nominee and
registered in the name of the Depositary or such nominee. As provided in the
Indenture and subject to certain limitations set forth therein and as may be set
forth on the face hereof, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series of like tenor and like
terms of a different Authorized Denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentation of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Securities endorsed thereon shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to above, directly or through an Authenticating Agent, by
manual signature of an authorized signatory, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
6
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: September 10, 2001 SARA LEE CORPORATION
____________________________________
By:
Title:
____________________________________
By:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series
designated in, and issued under, the Indenture
described herein.
THE BANK OF NEW YORK,
as Trustee
By: ___________________________________
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT -_______________ Custodian ___________________________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
__________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
8
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT
SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE
NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE
____________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing
________________________________________________________________________________
attorney to transfer said Security on the books of the Company, with full power
of substitution in the premises.
DATED: ______________________ _______________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within instrument in
every particular, without alteration or
enlargement or any change whatsoever.
9
SARA LEE CORPORATION
6 1/4% Notes due 2011
Registered No. FXR-2 Principal Amount: $500,000,000
CUSIP No. 803111 AK 9
This Security is a Security in global form within the meaning of the
Indenture hereinafter referred to and is registered in the name of a Depositary
or a nominee of a Depositary. This global Security is exchangeable for
Securities registered in the name of a person other than the Depositary or its
nominee only in the limited circumstances described in the Indenture, and no
transfer of this Security (other than a transfer of this Security as a whole by
the Depositary to a nominee of the Depositary or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary) may be registered except
in such limited circumstances.
Unless this Security is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York), a New York
corporation ("DTC"), to the issuer or its agent for registration of transfer,
exchange or payment, and any Security issued upon registration of transfer of,
or in exchange for, or in lieu of, this Security is registered in the name of
Cede & Co. or such other name as requested by an authorized representative of
DTC (any payment hereon is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET FORTH
HEREIN:
Principal Amount: $500,000,000
Original Issue Date: September 10, Stated Maturity: September 15, 2011 This Security is a: Global Security
2001
Specified Currency: U.S. dollars Authorized Denominations:
U.S. $1,000 and any integral multiple
of $1,000 in excess thereof
Initial Interest Rate: 6 1/4% per Interest Payment Dates: Regular Record Dates: March 1 and
annum March 15 and September 15 of each year, September 1 immediately preceding
beginning March 15, 2002 the respective Interest Payment Dates
10
Redemption Date(s): Any time after Redemption Price(s): The greater of
the Original Issue Date (I) 100% of the principal amount to be
redeemed and (ii) as determined by the
Quotation Agent (as defined herein), the
sum of the present values of the remaining
scheduled payments of principal and
interest hereon (not including any portion
of those payments of interest accrued to
the Redemption Date) discounted to the
date of redemption on a semi-annual basis
(assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted
Treasury Rate (as defined herein) plus 20
basis points, plus, in each case, accrued
interest hereon to the Redemption Date
Discounted Security: Original Issue Discount Security:
[_] yes [X] no [_] yes [X] no
Issue Price (expressed as a
percentage of aggregate principal
amount): 99.507%
11
SARA LEE CORPORATION
SARA LEE CORPORATION, a Maryland corporation (herein called the "Company,"
which term includes any successor corporation under the Indenture referred to
below), for value received, hereby promises to pay to Cede & Co., as nominee for
The Depository Trust Company, or registered assigns, the principal amount stated
above at Stated Maturity, and to pay interest thereon from the Original Issue
Date shown above or, in the case of a Security issued upon registration of
transfer or exchange, from and including the most recent Interest Payment Date
to which interest has been paid or duly provided for to, but not including, the
applicable Interest Payment Date or the Stated Maturity or any Redemption Date
(each such Stated Maturity or Redemption Date is referred to hereinafter as a
"Maturity" with respect to principal repayable on such date), as the case may
be, provided that if the Original Issue Date is after a Regular Record Date and
--------
before the Interest Payment Date immediately following such Regular Record Date,
interest payments will commence on the second Interest Payment Date following
the Original Issue Date, at the rate per annum set forth above, until the
principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest; provided, however, that
-------- -------
interest payable at Maturity will be payable to the Person to whom principal
shall be payable. Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
shall be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a special
record date (which shall be not less than five Business Days prior to the date
of payment of such defaulted interest) established by notice given by mail by or
on behalf of the Company to the Holder of this Security (or one or more
Predecessor Securities) not less than 15 calendar days preceding such special
record date (the "Special Record Date").
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture dated as of October 2, 1990, as supplemented from time
to time (herein called the "Indenture"), among the Company and The Bank of New
York, as successor to Continental Bank, N.A., as Trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof. The Securities of this series may be denominated in different
currencies, bear different dates, mature at different times and bear interest at
different rates. Subject to being increased by the Company pursuant to an
Officer's Certificate, the aggregate principal amount of the Securities of this
series which may be authenticated and delivered pursuant to the Indenture
(except as provided therein) is $1,000,000,000.
The Company will appoint and at all times maintain a Paying Agent (which
may be the Trustee) authorized by the Company to pay the principal of (and
premium, if any) and interest on any Securities of this series on behalf of the
Company and having an office or agency in The City of New York, New York or The
City of Chicago, Illinois where Securities of this series may be presented or
surrendered for payment and where notices, designations or requests in respect
of payments with respect to Securities of this series may be served. The
Company has initially appointed The Bank of New York as such Paying Agent, with
its Corporate Trust Office currently at 101 Barclay Street, New York, New York
10286. The Company will give prompt written notice to the Trustee of any change
in such appointment.
Funds for the payment of the principal of (and premium, if any) and
interest on this Security due in United States dollars on any Interest Payment
Date or at Maturity will be made available to the Trustee
12
on such date. As soon as possible thereafter, the Trustee will pay such funds to
the Depositary (referred to below), and the Depositary will allocate and pay
such funds to the owners of beneficial interests in this Security in accordance
with its existing operating procedures.
The principal of (and premium, if any) and interest on this Security are
payable by the Company in the Specified Currency set forth above.
Interest payments for this Security will include interest accrued to, but
excluding, the Interest Payment Dates. Interest payments for this Security
shall be computed and paid on the basis of a 360-day year of twelve 30-day
months unless otherwise specified.
Any payment on this Security due on any day which is not a Market Day need
not be made on such day, but may be made on the next succeeding Market Day with
the same force and effect as if made on such due date, and no interest shall be
payable on the date of payment for the period from and after such due date.
"Business Day," with respect to any particular location, means each Monday,
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in such location are authorized by law or regulation to close.
"Market Day" means any Business Day in The City of New York.
This Security is subject to redemption at any time at the option of the
Company, upon notice by first-class mail, postage prepaid, mailed not less than
30 days nor more than 60 days prior to the Redemption Date specified in such
notice, at the applicable Redemption Price specified on the face hereof, but
interest installments whose maturity is prior to the Redemption Date will be
payable to the Holder of this Security, or one or more Predecessor Securities,
of record at the close of business on the relevant Regular or Special Record
Dates, all as provided in the Indenture. The Company may elect to redeem less
than the entire principal amount hereof, provided that the principal amount, if
--------
any, of this Security that remains outstanding after such redemption is an
Authorized Denomination, as defined herein. In the event of any redemption in
part, the Company will not be required to (i) issue, register the transfer of,
or exchange any Security during a period of 15 days next preceding the day of
the first mailing of the notice of redemption of Securities selected for
redemption or (ii) register the transfer or exchange of any Security, or any
portion thereof, called for redemption, except the unredeemed portion of any
Security being redeemed in part. In the event of redemption of this Security in
part only, a new Security or Securities of this series and of like tenor and for
a principal amount equal to the unredeemed or unrepaid portion will be delivered
to the registered Holder upon the cancellation hereof.
"Adjusted Treasury Rate" means, with respect to any Redemption Date, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for that Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of this Security that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of this Security.
"Comparable Treasury Price" means, with respect to any Redemption Date, (i)
the average of the Reference Treasury Dealer Quotations for the Redemption Date,
after excluding the highest and lowest Reference Treasury Dealer Quotations, or
(ii) if the Trustee obtains fewer than three Reference Treasury Dealer
Quotations, the average of all such Reference Treasury Dealer Quotations.
13
"Quotation Agent" means J.P. Morgan Securities Inc. or another Reference
Treasury Dealer appointed by the Company.
"Reference Treasury Dealer" means (i) each of J.P. Morgan Securities Inc.
and Solomon Smith Barney Inc. and their respective successors; provided,
--------
however, that if either of the foregoing shall cease to be a primary U.S.
-------
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute another Primary Treasury Dealer, and (ii) any other
Primary Treasury Dealer selected by the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding that Redemption Date.
This Security shall not be repayable at the option of the Holder on any
date prior to the Stated Maturity specified above.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
OTHER PROVISIONS:
With respect to the Securities of this series, the term "Principal Domestic
Property," as set forth in the Indenture, shall mean "any facility (together
with the land on which it is erected and fixtures comprising a part thereof)
used primarily for manufacturing, processing or distribution, located in the
United States, owned or leased by the Issuer or a Subsidiary and having a gross
book value (without deduction for depreciation reserves) in excess of
$50,000,000, other than any such facility or portion thereof which, in the
opinion of the Board of Directors of the Issuer, is not of material importance
to the total business conducted by the Issuer and its Subsidiaries as an
entirety."
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than 50% in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting, with certain exceptions as therein
provided, the Holders of not less than a majority in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the right of the Holder of this Security,
which is absolute and unconditional, to receive payment of the principal of (and
premium, if any) and interest on this Security at the times, places and rate,
and in the coin or currency, herein prescribed.
14
The Indenture contains provisions, which apply to this Security, for
defeasance of (i) the entire indebtedness of this Security and (ii) certain
restrictive covenants, subject in either case to compliance by the Company with
conditions set forth in the Indenture, including that in the event of defeasance
pursuant to Section 10.1(A) of the Indenture Holders of this Security shall only
be able to look to the trust fund established pursuant to Section 10.1(A) for
payment of principal of and premium, if any, and interest on this Security until
Maturity.
As provided in the Indenture and subject to certain additional limitations
set forth therein and as may be set forth above, the transfer of this Security
is registrable in the Security register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series of like tenor, of Authorized Denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Securities of this series are issuable only in registered form without
interest coupons in denominations of U.S. $1,000 and any integral multiple of
U.S. $1,000 in excess thereof (an "Authorized Denomination"). The Securities of
this series may be issued, in whole or in part, in the form of one or more
global Securities and issued to The Depository Trust Company as depositary for
the global Securities of this series (the "Depositary") or its nominee and
registered in the name of the Depositary or such nominee. As provided in the
Indenture and subject to certain limitations set forth therein and as may be set
forth on the face hereof, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series of like tenor and like
terms of a different Authorized Denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentation of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Securities endorsed thereon shall be governed by and
construed in accordance with the laws of the State of New York.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to above, directly or through an Authenticating Agent, by
manual signature of an authorized signatory, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
15
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: September 10, 2001 SARA LEE CORPORATION
_______________________________
By:
Title:
_______________________________
By:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated in, and issued under, the
Indenture described herein.
THE BANK OF NEW YORK,
as Trustee
By: ___________________________________
Authorized Signatory
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT - ____________________ Custodian___________________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
______________________________________
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT
SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE
NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE
____________________________________________________________________________
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing
________________________________________________________________________________
attorney to transfer said Security on the books of the Company, with full power
of substitution in the premises.
DATED: __________________________ ____________________________________
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within instrument in
every particular, without alteration or
enlargement or any change whatsoever.