SEC Info - Coach Inc - ‘SC TO-I’ on 3/8/01 re: Hillshire Brands Co

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Coach Inc – ‘SC TO-I’ on 3/8/01 re: Hillshire Brands Co

On: Thursday, 3/8/01, at 9:30am ET · Accession #: 912057-1-502933 · File #: 5-30181

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/08/01  Coach Inc                         SC TO-I                8:75K  Hillshire Brands Co               Merrill Corp/FA

Tender-Offer Statement — Issuer Tender Offer — Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-I     Tender-Offer Statement -- Issuer Tender Offer         10     41K 
 2: EX-12.(A)(1)(XII)  Corresp. to Participants in Sara Lee            3     14K 
                          Employee                                               
 3: EX-12.(A)(1)(XIII)  Corresp. to Former Shareholders in Stock       1      7K 
                          Full                                                   
 4: EX-12.(A)(1)(XIV)  Corresp. to Former Shareholders in              1      7K 
                          Adams-Mill                                             
 5: EX-12.(A)(1)(XV)  Supplemental Disclosure for the Netherlands      3     18K 
 6: EX-12.(A)(1)(XVI)  Supplemental Disclosure for the Australian      6     17K 
 7: EX-12.(A)(1)(XVII)  Supplemental Disclosure for the Uk             7     28K 
 8: EX-12.(A)(5)  Newspaper Advertisement                              3     18K

SC TO-I — Tender-Offer Statement — Issuer Tender Offer
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Additional Information Exhibits Financial Statements Identity and Background of Filing Person Information Required by Schedule 13E-3 Interest in Securities of the Subject Company Past Contracts, Transactions, Negotiations and Agreements Purposes of the Transaction and Plans or Proposals Roderick A. Palmore Source and Amount of Funds or Other Consideration Subject Company Information Summary Term Sheet Terms of the Transaction Vernon E. Jordan, Jr
1	1st Page - Filing Submission
"	Roderick A. Palmore
2	Item 1. Summary Term Sheet
"	Item 2. Subject Company Information
"	Item 3. Identity and Background of Filing Person
3	Vernon E. Jordan, Jr
"	Item 4. Terms of the Transaction
"	Item 5. Past Contracts, Transactions, Negotiations and Agreements
4	Item 6. Purposes of the Transaction and Plans or Proposals
"	Item 7. Source and Amount of Funds or Other Consideration
"	Item 8. Interest in Securities of the Subject Company
6	Item 10. Financial Statements
"	Item 11. Additional Information
"	Item 12. Exhibits
7	Item 13. Information Required by Schedule 13E-3

SC TO-I 1st Page of 10 TOC ↑Top Previous Next ↓Bottom Just 1st
 
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------

 SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
 SECURITIES EXCHANGE ACT OF 1934

----------

SARA LEE CORPORATION
(Name of Subject Company (Issuer))

 SARA LEE CORPORATION (Issuer)
 (Name of Filing Person (Identifying status as Offeror, Issuer or Other Person))

COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)

 803111103
 (CUSIP Number of Class of Securities)

 Roderick A. Palmore
Senior Vice President, General Counsel and Secretary
Three First National Plaza
70 West Madison Street
 Chicago, Illinois 60602
(312) 726-2600

 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
 on Behalf of the Filing Person)
COPY TO:
 Charles W. Mulaney, Jr., Esq.
 Skadden, Arps, Slate, Meagher & Flom (Illinois)
 333 West Wacker Drive
 Chicago, Illinois 60606
(312) 407-0700

 CALCULATION OF FILING FEE

                                                                [Download Table]

================================================================================
        Transaction Valuation*                 Amount of Filing Fee**           
--------------------------------------------------------------------------------
                                                                                
             859,097,414                              $171,820                  
================================================================================

----------                                                                      

*    Assumes the exchange of 41,402,285 shares of common stock, par value $.01  
   per share, of Sara Lee Corporation, at the exchange ratio of 0.846 shares
     of Coach, Inc. common stock per share of Sara Lee Corporation common stock.

**   Estimated solely for the purpose of calculating the filing fee in          
   accordance with Rule 0-11(a)(4) of the Exchange Act, based on $20.75, the
     average of the high and low per share sales prices reported on the New York
Stock Exchange on March 6, 2001.                                      

/X/  Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)  
    and identify the filing with which the offsetting fee was previously paid.
    Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.                               

Amount Previously Paid: $264,888             Filing Party: Coach, Inc 
                             ---------------                    ----------------
   Form or Registration No.: 333-54402          Date Filed: January 26, 2001
                               -------------                  ------------------

/ /  Check the box if the filing relates solely to preliminary communications   
made before the commencement of a tender offer.                       

  Check the appropriate boxes below to designate any transactions to which
the statement relates:                                                

/ /  Third-party tender offer           /X/  Issuer tender offer      
  subject to Rule 14d-1.                  subject to Rule 13e-4.

/ /  Going-private transaction          / /  Amendment to Schedule 13D
subject to Rule 13e-3.                  under Rule 13d-2.   

Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /                                                        

================================================================================

SC TO-I 2nd Page of 10 TOC 1st Previous Next ↓Bottom Just 2nd
     This Tender Offer Statement on Schedule TO relates to the offer by Sara Lee
Corporation, a Maryland corporation (the "Exchange Offer"), to its stockholders 
to exchange up to 41,402,285 shares of common stock of Sara Lee Corporation, par
value $.01 per share ("Sara Lee Common Stock"), for shares of common stock, par 
value $.01 per share, of Coach, Inc., a Maryland corporation ("Coach Common     
Stock"). In connection with the Exchange Offer, Coach, Inc. has filed under the 
Securities Act of 1933, as amended, a registration statement on Form S-4        
(Registration No. 333-54402) (as amended through the date hereof, the           
"Registration Statement") to register up to 35,026,333 shares of Coach Common   
Stock. The terms and conditions of the Exchange Offer are described in the      
offering circular-prospectus, dated March 8, 2001 (the "Offering                
Circular-Prospectus"), a copy of which is attached hereto as Exhibit            
12(a)(1)(i), and the related Letter of Transmittal and Instructions thereto,    
copies of which are attached hereto as Exhibit 12(a)(iii) and 12(a)(iv),        
respectively (which, as they may be amended or supplemented from time to time,  
together constitute the "Offer").                                               

     Pursuant to General Instruction F to Schedule TO, the information contained
in the Offer, including all schedules and annexes thereto, is hereby expressly  
incorporated herein by reference in response to all the items of this Statement,
except as otherwise set forth below.                                            

ITEM 1. SUMMARY TERM SHEET.                                                     

The information set forth in the section of the Offering              
Circular-Prospectus entitled "Summary-Terms of the Exchange Offer" is           
incorporated herein by reference.                                               

ITEM 2. SUBJECT COMPANY INFORMATION.                                            

        (a)  The subject company and issuer of the securities subject to the
exchange offer is Sara Lee Corporation, a Maryland corporation.                 

      (b)  The subject class of equity securities is the Sara Lee Common
Stock. As of February 28, 2001, there were 827,823,149 shares of Sara Lee Common
Stock outstanding.                                                              

 (c)  The information set forth in the section of the Offering
Circular-Prospectus entitled "Market Prices and Dividend Information" is        
incorporated herein by reference.                                               

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON                                

       (a)  The principal executive offices of the filing person, Sara Lee
Corporation, are located at Three First National Plaza, 70 West Madison Street, 
Chicago, Illinois, 60602 and its telephone number is (312) 726-2600.            

        (b)  Pursuant to General Instruction C to Schedule TO, the following
persons are the directors and/or executive officers of Sara Lee Corporation:    

                                                                [Download Table]
                                                                             
John H. Bryan                 Chairman of the Board                          

C. Steven McMillan            President, Chief Executive Officer and Director

Cary D. McMillan              Executive Vice President, Chief Financial and  
                              Administrative Officer and Director            

Frank L. Meysman              Executive Vice President and Director          

                                       2                                     

SC TO-I 3rd Page of 10 TOC 1st Previous Next ↓Bottom Just 3rd
Paul J. Lustig                Executive Vice President                       

William A. Geoppinger         Senior Vice President                          

Gary Grom                     Senior Vice President                          

Mark J. McCarville            Senior Vice President                          

Roderick A. Palmore           Senior Vice President and General Counsel      

Ann E. Ziegler                Senior Vice President                          

Paul A. Allaire               Director                                       

Frans H.J.J. Andreissen       Director                                       

Duane L. Burnham              Director                                       

Charles W. Coker              Director                                       

James S. Crown                Director                                       

Willie D. Davis               Director                                       

Vernon E. Jordan, Jr.         Director                                       

James L. Ketelsen             Director                                       

Hans B. van Liemt             Director                                       

Joan D. Manley                Director                                       

Rozanne L. Ridgway            Director                                       

Richard L. Thomas             Director                                       

John D. Zeglis                Director                                       

         The address of each director and/or executive officer listed above is
c/o Sara Lee Corporation, Three First National Plaza, 70 West Madison Street,   
Chicago, Illinois 60602.                                                        

ITEM 4. TERMS OF THE TRANSACTION.                                               

  (a)  The information set forth in the sections of the Offering
Circular-Prospectus entitled "The Transaction," "The Exchange Offer," "The      
Spin-Off" and "Comparison of Rights of Stockholders of Coach and Stockholders of
Sara Lee" is incorporated herein by reference.                                  

     (b)  The Exchange Offer is open to all holders of Sara Lee Common
Stock who tender their shares in a jurisdiction where the Exchange Offer is     
permitted under the laws of that jurisdiction. Therefore, any officer, director 
or affiliate of Sara Lee Corporation who is a holder of shares of Sara Lee      
Common Stock may participate in the Exchange Offer.                             

ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.              

(e)  None.                                                  

3 

SC TO-I 4th Page of 10 TOC 1st Previous Next ↓Bottom Just 4th
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.                     

 (a)  The information set forth in the section of the Offering
Circular-Prospectus entitled "The Transaction-Background and Reasons For the    
Exchange Offer" is incorporated herein by reference.                            

 (b)  The information set forth in the section of the Offering
Circular-Prospectus entitled "The Transaction-Accounting Treatment" is          
incorporated herein by reference.                                               

(c)  None.                                                  

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                      

(a)  Not applicable.                                        

(b)  Not applicable.                                        

(d)  Not applicable.                                        

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.                          

  (a)  The following table sets forth the beneficial ownership of Sara Lee
Corporation's directors and executive officers as of February 28, 2001. As of   
February 28, 2001, there were 827,823,149 shares of Sara Lee Commons Stock      
outstanding. The aggregate beneficial ownership of each of Sara Lee             
Corporation's directors and executive officers is less than 1 percent of the    
outstanding shares of Sara Lee Common Stock.                                    

                                                        [Enlarge/Download Table]

                                                                     OPTIONS      SHARE UNITS                    
                                                     SHARES OF     EXERCISABLE     AND SHARE       SHARES OF ESOP
           NAME OF BENEFICIAL OWNER                COMMON STOCK  WITHIN 60 DAYS  EQUIVALENTS (1)  PREFERRED STOCK
           ------------------------                ------------  --------------  ---------------  ---------------
                                                                                                                 
John H. Bryan(2)(3) ..............................   1,354,932      2,368,563         613,209              573   

C. Steven McMillan(2) ............................     227,073      1,493,771         178,028              573   

Cary D. McMillan(2) ..............................       4,346        121,667          96,400               --   

Frank L. Meysman(3) ..............................     129,991        936,831         172,100               --   

Paul J. Lustig(3) ................................      51,002        683,234          80,300              367   

William A. Geoppinger ............................      96,495        350,597          39,100              537   

Gary Grom ........................................     140,593        468,755          35,500              560   

Mark J. McCarville ...............................     146,473        510,862          35,500              573   

Roderick A. Palmore ..............................      10,333        178,156          38,300              100   

Ann E. Ziegler ...................................      33,113        120,565          33,500              205   

Paul A. Allaire ..................................      24,057         86,763              --               --   

Frans H.J.J. Andreissen ..........................      14,998         64,863              --               --   

Duane L. Burnham(3) ..............................      23,611         60,331              --               --   

Charles W. Coker(2) ..............................     101,002        114,018              --               --   

4 

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                                                        [Enlarge/Download Table]

                                                                     OPTIONS      SHARE UNITS                    
                                                     SHARES OF     EXERCISABLE     AND SHARE       SHARES OF ESOP
           NAME OF BENEFICIAL OWNER                COMMON STOCK  WITHIN 60 DAYS  EQUIVALENTS (1)  PREFERRED STOCK
           ------------------------                ------------  --------------  ---------------  ---------------
                                                                                                                 
James S. Crown ...................................      14,300         63,047              --               --   

Willie D. Davis ..................................      29,110         57,216              --               --   

Vernon E. Jordan, Jr .............................      26,212         78,170              --               --   

James L. Ketelsen ................................      47,526        102,655              --               --   

Hans B. van Liemt ................................      19,405         56,928              --               --   

Joan D. Manley ...................................      53,687         50,968              --               --   

Rozanne L. Ridgway ...............................      16,415         57,016              --               --   

Richard L. Thomas(2) .............................     396,534         82,864           6,322               --   

John D. Zeglis ...................................       4,869         51,476           3,086               --   

Directors and Officers as a group (23 persons) ...   2,966,374      8,159,289       1,331,345            3,488   

     (b)  Based on the information available to Sara Lee Corporation as of March
8, 2001, the following table sets forth the transactions in shares of Sara Lee  
Common Stock by Sara Lee executive officers and directors during the past 60    
days:                                                                           

                                                        [Enlarge/Download Table]

                             NO. OF   PRICE                                                
NAME                 DATE    SHARES  PER SHARE  TRANSACTION                                
                                                                                           
John H. Bryan        2/5/01    364    $17.8627  Purchase of shares of Sara Lee Common Stock
                                                pursuant to Sara Lee Corporation's Employee
                                                Stock Purchase Plan.                       

C. Steven McMillan   2/5/01    369    $17.8627  Purchase of shares of Sara Lee Common Stock
                                                pursuant to Sara Lee Corporation's Employee
                                                Stock Purchase Plan.                       

Cary D. McMillan     2/5/01    297    $17.8627  Purchase of shares of Sara Lee Common Stock
                                                pursuant to Sara Lee Corporation's Employee
                                                Stock Purchase Plan.                       

Paul J. Lustig       2/5/01    285    $17.8627  Purchase of shares of Sara Lee Common Stock
                                                pursuant to Sara Lee Corporation's Employee
                                                Stock Purchase Plan.                       

Gary C. Grom         2/5/01    309    $17.8627  Purchase of shares of Sara Lee Common Stock
                                                pursuant to Sara Lee Corporation's Employee
                                                Stock Purchase Plan.                       

Roderick A. Palmore  2/5/01     36    $17.8628  Purchase of shares of Sara Lee Common Stock
                                                pursuant to Sara Lee Corporation's Employee
                                                Stock Purchase Plan.                       

5 

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                                                        [Enlarge/Download Table]

                        NO. OF   PRICE                                                
NAME            DATE    SHARES  PER SHARE  TRANSACTION                                
                                                                                      
Ann E. Ziegler  2/5/01    350    $17.8628  Purchase of shares of Sara Lee Common Stock
                                           pursuant to Sara Lee Corporation's Employee
                                           Stock Purchase Plan.                       

ITEM 10. FINANCIAL STATEMENTS.                                                  

         (a)  The following financial statements and financial information are
incorporated herein by reference:                                               

            (1)  The audited consolidated financial statements of Sara Lee
set forth in Sara Lee's Annual Report on Form 10-K for the fiscal year ended    
July 1, 2000;                                                                   

              (2)  The unaudited consolidated financial statements of Sara Lee
set forth in Sara Lee's Quarterly Report on Form 10-Q for the thirteen and      
twenty-six weeks ended December 30, 2000;                                       

              (3)  Reference is made to Exhibit 12 to Sara Lee's Annual Report
on Form 10-K for the fiscal year ended July 1, 2000 and Sara Lee's Quarterly    
Report on Form 10-Q for the thirteen and twenty-six weeks ended December 30,    
2000; and                                                                       

   (4)  Reference is made to the section of the Offering
Circular-Prospectus entitled "Comparative Per Share Data."                      

       Copies of the financial statements incorporated herein by reference
can be obtained as provided in the section of the Offering Circular-Prospectus  
entitled "Where You Can Find More Information."                                 

ITEM 11. ADDITIONAL INFORMATION.                                                

(a)(1) None.                                                

   (a)(2) The information set forth in the section of the Offering
Circular-Prospectus entitled "The Exchange Offer" is incorporated herein by     
reference.                                                                      

(a)(3) None.                                                

(a)(4) None.                                                

(a)(5) None.                                                

         (b)  The information set forth in the Offering Circular-Prospectus is
incorporated herein by reference.                                               

ITEM 12. EXHIBITS.                                                              

  A list of exhibits filed herewith is contained in the Index to
Exhibits, which is incorpo rated herein by reference.                           

6 

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ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.                                

Not applicable.                                             

7 

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 SIGNATURE

   After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Date: March 8, 2001                     By: /s/ R. Henry Kleeman                
                                            ------------------------------------
                          R. Henry Kleeman
                                        Vice President, Deputy General
                                         Counsel and Assistant Secretary

8 

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 INDEX TO EXHIBITS

                                                        [Enlarge/Download Table]


EXHIBIT NO.     DESCRIPTION                                                                                                     
-----------     -----------                                                                                                     
                                                                                                                                
12(a)(1)(i)     Offering Circular-Prospectus, dated March 8, 2001, incorporated by reference to the Registration Statement      

12(a)(1)(ii)    Letter from C. Steven McMillan, incorporated by reference to Exhibit 99.1 to the Registration Statement         

12(a)(1)(iii)   Letter of Transmittal, incorporated by reference to Exhibit 99.2 to the Registration Statement                  

12(a)(1)(iv)    Instructions to Letter of Transmittal, incorporated by reference to Exhibit 99.3 to the Registration Statement  

12(a)(1)(v)     Form of Form of Election, incorporated by reference to Exhibit 99.4 to the Registration Statement               

12(a)(1)(vi)    Instructions to Form of Election, incorporated by reference to Exhibit 99.5 to the Registration Statement       

12(a)(1)(vii)   Checklist for Participation in the Exchange Offer, incorporated by reference to Exhibit 99.6 to the Registration
                Statement                                                                                                       

12(a)(1)(viii)  Letter to Brokers, Securities Dealers, Commercial Banks, Trust Companies and Other Nominees, incorporated by    
                reference to Exhibit 99.7 to the Registration Statement                                                         

12(a)(1)(iix)   Letter to Clients for use by Brokers, Commercial Banks, Trust Companies and Other Nominees, incorporated by     
                reference to Exhibit 99.8 to the Registration Statement                                                         

12(a)(1)(ix)    Notice of Solicited Tender, incorporated by reference to Exhibit 99.9                                           

12(a)(1)(x)     Notice of Guaranteed Delivery, incorporated by reference to Exhibit 99.10 to the Registration Statement         

12(a)(1)(xi)    Instructions Substitute Form W-9 and Forms W-8, incorporated by reference to Exhibit 99.11 to the Registration  
                Statement.                                                                                                      

12(a)(1)(xii)   Correspondence to Participants in Sara Lee Employee Savings Plans                                               

12(a)(1)(xiii)  Correspondence to Former Shareholders of Chock full o'Nuts Corporation                                          

12(a)(1)(xiv)   Correspondence to Former Shareholders of Adams-Millis Corporation                                               

12(a)(1)(xv)    Supplemental Disclosure for the Netherlands                                                                     

12(a)(1)(xvi)   Supplemental Disclosure for Australia                                                                           

                                    9                                                                                           

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12(a)(1)(xvii)  Supplemental Disclosure for the United Kingdom                                                                  

12(a)(2)        Not Applicable                                                                                                  

12(a)(3)        Not Applicable                                                                                                  

12(a)(4)        Offering Circular-Prospectus dated March 8, 2001, incorporated by reference to the Registration Statement       

12(a)(5)        Newspaper Advertisement of Exchange Offer for Publication in U.S. Newspaper                                     

12(b)           Not Applicable                                                                                                  

12(d)           Not Applicable                                                                                                  

12(h)           Opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois), incorporated by reference to Exhibit 8.1 to the     
                Registration Statement                                                                                          

10

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC TO-I’ Filing	Date	First	Last	Other Filings

Filed on:	3/8/01	2	10	425, S-4/A
	3/6/01	1		425
	2/28/01	2	4
	1/26/01	1		S-4
	12/30/00	6		10-Q
	7/1/00	6		10-K405
				List all Filings

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Filing Submission 0000912057-01-502933 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Coach Inc – ‘SC TO-I’ on 3/8/01 re: Hillshire Brands Co

On: Thursday, 3/8/01, at 9:30am ET · Accession #: 912057-1-502933 · File #: 5-30181

Tender-Offer Statement — Issuer Tender Offer — Schedule TOFiling Table of Contents

SC TO-I — Tender-Offer Statement — Issuer Tender OfferDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Tender-Offer Statement — Issuer Tender Offer — Schedule TO
Filing Table of Contents

SC TO-I — Tender-Offer Statement — Issuer Tender Offer
Document Table of Contents