-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, OyTscy3HglFotgZ4Bt7Ws6LaUNASyC8ju4f9kXQsSceFz1QCBve3sANxqs22y+FA FtLk51B4S1SqtyvUXZMz8A== 0000950144-94-002166.txt : 19941227 0000950144-94-002166.hdr.sgml : 19941227 ACCESSION NUMBER: 0000950144-94-002166 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19941223 SROS: MSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEE SARA CORP CENTRAL INDEX KEY: 0000023666 STANDARD INDUSTRIAL CLASSIFICATION: SAUSAGE, OTHER PREPARED MEAT PRODUCTS [2013] IRS NUMBER: 362089049 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03344 FILM NUMBER: 94566213 BUSINESS ADDRESS: STREET 1: THREE FIRST NATL PLZ STE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3127262600 MAIL ADDRESS: STREET 1: THREE FIRST NATL PLZ STREET 2: SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED FOODS CORP DATE OF NAME CHANGE: 19850402 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED GROCERD CORP DATE OF NAME CHANGE: 19731220 11-K 1 FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------- FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Fee Required) FOR THE FISCAL YEAR ENDED JUNE 30, 1994 COMMISSION FILE NUMBER 1-3344 PLAYTEX APPAREL, INC. EMPLOYEES' 401(K) RETIREMENT PLAN (Full title of the plan) ---------------------- SARA LEE CORPORATION THREE FIRST NATIONAL PLAZA SUITE 4600 CHICAGO, ILLINOIS 60602 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) 2 [ARTHUR ANDERSEN LLP LETTERHEAD] PLAYTEX APPAREL, INC. EMPLOYEES' 401(k) RETIREMENT PLAN FINANCIAL STATEMENTS JUNE 30, 1994 AND 1993 TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS EMPLOYER I.D. NUMBER: 51-0297129 PLAN NUMBER: 003 3 PLAYTEX APPAREL, INC. EMPLOYEES' 401(K) RETIREMENT PLAN INDEX TO FINANCIAL STATEMENTS Page Report of Independent Public Accountants 2 Financial Statements: Statement of Net Assets Available for Plan Benefits -- June 30, 1994 3 Statement of Net Assets Available for Plan Benefits -- June 30, 1993 4 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended June 30, 1994 5 Notes to Financial Statements 6-10 4 [ARTHUR ANDERSEN LLP LETTERHEAD] REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Playtex Apparel, Inc. Pension and Employee Benefits Committee: We have audited the accompanying statements of net assets available for plan benefits of the Playtex Apparel, Inc. Employees' 401(k) Retirement Plan (the "Plan") as of June 30, 1994 and 1993, and the related statement of changes in net assets available for plan benefits for the year ended June 30, 1994. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of June 30, 1994 and 1993, and the changes in its net assets available for plan benefits for the year ended June 30, 1994, in conformity with generally accepted accounting principles. /s/ Arthur Andersen LLP Stamford, Connecticut, December 15, 1994 5 PLAYTEX APPAREL, INC. EMPLOYEES' 401(K) RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS JUNE 30, 1994
Interest Diversified Aggressive Sara Lee International Balanced Income Fund Equity Fund Equity Fund Stock Fund Equity Fund Fund Total ----------- ----------- ----------- ---------- ----------- -------- ----- ASSETS: Investments in Master Trust, at fair value $4,436,247 $187,922 $180,333 $104,614 $ 9,463 $40,305 $4,958,884 Receivables- Employer contribution 149,999 3,489 3,241 2,433 315 329 159,806 Employee contribution 57,791 849 1,218 - 502 - 60,360 Other - - - 2,293 - - 2,293 ---------- -------- -------- -------- ------- ------- --------- Total assets 4,644,037 192,260 184,792 109,340 10,280 40,634 5,181,343 ---------- -------- -------- -------- ------- ------- --------- LIABILITIES: Accrued fees payable 3,166 131 114 79 5 29 3,524 Other 52 107 80 9,964 - 784 10,987 ---------- -------- -------- -------- ------- ------- --------- Total liabilities 3,218 238 194 10,043 5 813 14,511 ---------- -------- -------- -------- ------- ------- --------- INTERFUND RECEIVABLE (PAYABLE) (188) (65) 301 (86) 38 - - ---------- -------- -------- -------- ------- ------- --------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,640,631 $191,957 $184,899 $ 99,211 $10,313 $39,821 $5,166,832 ========== ======== ======== ======== ======= ======= ==========
The accompanying notes to financial statements are an integral part of this statement. 3 6 PLAYTEX APPAREL, INC. EMPLOYEES' 401(K) RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS JUNE 30, 1993
Interest Diversified Aggressive Sara Lee International Balanced Income Fund Equity Fund Equity Fund Stock Fund Equity Fund Fund Total ----------- ----------- ----------- ---------- ----------- -------- ----- ASSETS: Investments in Master Trust, at fair value $4,216,917 $130,291 $151,291 $126,544 $ - $ - $4,625,043 Receivables- Employer contribution 71,683 2,138 2,023 1,640 - 61 77,545 Employee contribution 33,048 2,100 2,087 1,867 - - 39,102 Other - 577 788 720 - - 2,085 ---------- -------- -------- -------- ------- ------- ---------- Total assets 4,321,648 135,106 156,189 130,771 - 61 4,743,775 ---------- -------- -------- -------- ------- ------- ---------- LIABILITIES: Due to Playtex Apparel, Inc. Savings and Profit Sharing Plan 213,815 - - - - - 213,815 Due to Playtex Apparel, Inc. Pension Plan 9,148 - - - - - 9,148 Other 14,508 - - 241 - - 14,749 ---------- -------- -------- -------- ------- ------- ---------- Total liabilities 237,471 - - 241 - - 237,712 ---------- -------- -------- -------- ------- ------- ---------- INTERFUND RECEIVABLE (PAYABLE) (19,464) 13,453 (24,878) (5,619) - 36,508 - ---------- -------- -------- -------- ------- ------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $4,064,713 $148,559 $131,311 $124,911 $ - $36,569 $4,506,063 ========== ======== ======== ======== ======= ======= ==========
The accompanying notes to financial statements are an integral part of this statement. 4 7 PLAYTEX APPAREL, INC. EMPLOYEES' 401(K) RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED JUNE 30, 1994
Interest Diversified Aggressive Sara Lee International Balanced Income Fund Equity Fund Equity Fund Stock Fund Equity Fund Fund Total ----------- ----------- ----------- ---------- ----------- --------- ----- ADDITIONS TO NET ASSETS: Interest $ 316,001 $ 9 $ 11 $ 951 $ (15) $ 4 $ 316,961 Dividends -- 5,961 14,155 780 7 3,134 24,037 Realized gain (loss) -- 1,762 421 -- 7 3 2,193 Unrealized appreciation (depreciation) -- (4,840) (6,376) (19,503) 1,326 (1,637) (31,030) Employee contributions 379,013 21,778 21,160 17,801 2,209 938 442,899 Employer contributions 152,702 4,888 4,689 3,814 435 329 166,857 Other -- -- -- 437 108 -- 545 ---------- -------- -------- ---------- ---------- -------- ---------- Total additions 847,716 29,558 34,060 4,280 4,077 2,771 922,462 ---------- -------- -------- ---------- ---------- -------- ---------- DEDUCTIONS FROM NET ASSETS: Distributions to participants 240,291 233 3,073 -- -- -- 243,597 Administrative expenses 14,333 756 671 528 75 333 16,696 Other 1,272 63 61 -- -- 4 1,400 ---------- -------- -------- ---------- ---------- -------- ---------- Total deductions 255,896 1,052 3,805 528 75 337 261,693 TRANSFERS TO/(FROM) INVESTMENT OPTONS (15,902) 14,892 23,333 (29,452) 6,311 818 -- ---------- -------- -------- ---------- ---------- -------- ---------- Net additions (deductions) 575,918 43,398 53,588 (25,700) 10,313 3,252 660,769 NET ASSETS AVAILABLE FOR PLAN BENEFITS, June 30, 1993 4,064,713 148,559 131,311 124,911 -- 36,569 4,506,063 ---------- -------- -------- ---------- ---------- -------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS, June 30, 1994 $4,640,631 $191,957 $ 184,899 $ 99,211 $ 10,313 $ 39,821 $5,166,832 ========== ======== ========= ======== =========== ======== ==========
The accompanying notes to financial statements are an integral part of this statement. 5 8 PLAYTEX APPAREL, INC. EMPLOYEES' 401(K) RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS JUNE 30, 1994 AND 1993 1. Description of Plan: The Playtex Apparel, Inc. (the "Company") Employees' 401(k) Retirement Plan (the "Plan") is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act ("ERISA"). The Company is a wholly- owned subsidiary of Sara Lee Corp. The following brief description of the Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General-- The Plan covers all employees of JBI, a division of the Company, and full-time hourly employees, as defined, at the Company's facilities in Dover, Delaware. Generally, employees become eligible on the first January 1 or July 1 after their date of employment and upon the attainment of 21 years of age. Contributions-- Participants may elect to contribute 2% to 15% of their pre-tax compensation to the Plan subject to limitations established by the Company. The Company may contribute up to 50% of an eligible participant's pretax contributions, not in excess of 4% of the participant's compensation. JBI may contribute up to 20% of an eligible participant's pretax contributions, not in excess of 1.2% of the participant's compensation. Participant accounts-- Each participant's account is credited with the participant's contribution, the participant's portion of the Company's or JBI's contribution as determined above and an allocation of the Plan's earnings. Allocations are based on the ratio that each participant's account balance for the period bears to the total of all participants' account balances for the period. 6 9 Administrative expenses-- Administrative expenses, other than the recordkeeper's fees, are paid by the Company. The recordkeeper's fees are allocated between the funds based on relative market investment values. Vesting-- Separate accounts for employee and Company contributions are maintained for each participant. Participants vest immediately in their own contributions and in Company contributions upon death, disability or attainment of age 65. Vesting percentages for Company contributions for all other participants are based on years of service in accordance with the following schedule: Completed Years of Service Percent Vested -------------------------- -------------- Less than 5 0% 5 or more 100% JBI contributions for participants who participated in the JBI Plan on or before December 31, 1992, vest in accordance with the following schedule: Completed Years of Service Percent Vested -------------------------- -------------- Less than 1 0% 1 20% 2 40% 3 60% 4 80% 5 or more 100% Withdrawals-- A participant may withdraw funds from his pre-tax account balance only in the event of a financial hardship, as defined. Distributions-- Upon retirement, permanent disability or termination of employment, 100% of the value of the participant's account shall be paid to the participant in a lump sum payment or in installment payments. In the event of death, 100% of the value of the participant's account shall be paid to the participant's beneficiary. Installment payments shall extend over a period not longer than the joint life expectancy of the participant and the participant's beneficiary. Vested benefits will be distributed no later than the later of 60 days after the end of the Plan year in which the participant (a) attains age 65, (b) completes 10 years of participation in the Plan, (c) terminates employment, or (d) such later date on which the amount of payment can be ascertained by the Company. Forfeitures- Forfeitures resulting from non-vested terminations shall be used to reduce future employer contributions. 7 10 2. Summary of Accounting Policies: Basis of accounting-- The financial statements of the Plan have been prepared on the accrual basis of accounting. Valuation of investments-- Investments are stated at market value. The changes in unrealized appreciation and depreciation and in net realized gains or losses on investments sold during the current year are reflected in the accompanying statement of changes in net assets available for plan benefits. The investments of the Plan are commingled in the Sara Lee Corporation Investment Trust (the "Investment Trust") at the Wachovia Bank & Trust Company, N.A. The Plan investments represent 1.5% of Investment Trust assets as of June 30, 1994. The total cost, market value and schedule of reportable transactions are disclosed in a separate filing. The composition of the Investment Trust at June 30, 1994 is as follows: Non-interest-bearing cash $ 58,541 Employer contribution receivable 86,757 Participant contribution receivable 75,023 Income receivable 1,518,691 Other receivables 183,136 Corporate stock common 29,702,040 Nonparticipant loans secured by mortgage 630,483 Participant loans 14,331,821 Investment in common/collective trust 9,425,127 Investment in registered investment company 67,941,912 Unallocated insurance contract investments 197,912,438 ------------ Total $321,865,969 ============
The income allocated to the participating plans for the year ended June 30, 1994, is as follows: Employer contributions $ 5,765,875 Participant contributions 30,724,966 Noncash contributions 1,779,832 Interest income 14,605,649 Common stock dividends 867,797 Realized gain on sale of assets (103,634) Net investment gain from common/collective trusts 523,233 Net investment gain from registered investment companies 1,760,769 ------------ Net investment income $55,924,487 ===========
8 11 3. Investments: Participants have the option to invest in one or more of the following six investment funds of the Plan in even multiples of 10%: Interest Income Fund -- The assets primarily are invested in fixed interest instruments (including guaranteed investment contracts between the trustee and a legal reserve life insurance company, commercial bank, savings and loan association or other financial institution or corporation) intended to provide for safety of principal and a positive rate of return. Diversified Equity Fund -- The assets primarily are invested in a diversified pool of a large number of stocks (or mutual fund shares) intended to provide a greater rate of return than the interest income fund, but entailing a risk of loss of principal. Aggressive Equity Fund -- The assets primarily are invested aggressively in a portfolio of growth-oriented stocks (or mutual fund shares) intended to provide a greater rate of return than the diversified equity fund, but entailing a greater risk of loss of principal. Sara Lee Stock Fund -- The assets primarily are invested in shares of Sara Lee Corporation common stock. International Equity Fund -- The assets primarily are invested in stocks of companies located outside the United States intended to provide a greater rate of return than the diversified equity fund, but entailing a greater risk of loss of principal. Balanced Fund -- The assets primarily are invested in both stocks and bonds intended to provide a rate of return and a risk of loss of principal between those of the interest income fund and the diversified equity fund. The Balanced Fund and the International Equity Fund were made available to participants on July 1, 1993. Balances in these funds in the accompanying June 30, 1993 statement of net assets available for plan benefits are a result of participants electing to invest in these funds and amounts being transferred prior to July 1, 1993. 4. Plan Termination: Although it has not expressed any intent to do so, the Company may terminate the Plan subject to the provisions of ERISA. In the event of the termination of the Plan, each participant's benefits will be nonforfeitable and will be distributable to the participant or the participant's beneficiary. 5. Federal Income Tax Status: The Plan obtained in its latest determination letter on April 19, 1990, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan is qualified and the related trusts were tax exempt as of the financial statement date. 9 12 6. Reconciliation of Financial Statements to the Form 5500: The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500:
June 30, 1994 1993 ---------- ---------- Net assets available for plan benefits $5,166,832 $4,506,063 per the financial statements Amounts allocated to withdrawing participants (32,926) (71,661) ---------- ---------- Net assets available for plan benefits per the Form 5500 $5,133,906 $4,434,402 ========== ==========
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
Year Ended June 30, 1994 ------------- Benefits paid to participants per the financial statements $243,597 Add: Amounts allocated to withdrawing participants at June 30, 1994 32,926 Less: Amounts allocated to withdrawing participants at June 30, 1993 (71,661) -------- Benefits paid to participants per the Form 5500 $204,862 ========
7. Subsequent Event: Effective September 1, 1994, participants may take a loan from their Plan accounts. Loans may be taken only at the end of a month up to an amount equal to the lesser of 50% of a participant's account balance or $50,000. Loans will bear interest at a fixed rate based on the prevailing prime rate as published in The Wall Street Journal. Loans must be repaid ----------------------- within four years unless loan is to purchase a primary residence which must be paid back within ten years. 10 13 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K, into the Sara Lee Corporation Playtex Apparel Inc. Employees' 401(k) Retirement Plan previously filed Registration Statement File No. 33-35760. /s/ Arthur Andersen LLP Stamford, Connecticut December 15, 1994 14 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 21, 1994 PLAYTEX APPAREL, INC. EMPLOYEES' 401(k) RETIREMENT PLAN By: PLAYTEX APPAREL, INC. EMPLOYEES' 401(k) RETIREMENT PLAN COMMITTEE By: /s/ Michael E. Murphy ----------------------------------- Michael E. Murphy, As a Committee Member on Behalf of the Committee -----END PRIVACY-ENHANCED MESSAGE-----