SEC Info - Hillshire Brands Co, et al.

FORM D

Notice of Exempt Offering of Securities

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

OMB APPROVAL

OMB Number: 3235-0076

Estimated Average burden hours per response: 4.0

1. Issuer's Identity

CIK (Filer ID Number)

Previous Name(s)

None

Entity Type

0000023666

LEE SARA CORP

CONSOLIDATED FOODS CORP

CONSOLIDATED GROCERD CORP

Corporation

Limited Partnership

Limited Liability Company

General Partnership

Business Trust

Other

Name of Issuer

Sara Lee Corp

Jurisdiction of Incorporation/Organization

MARYLAND

Year of Incorporation/Organization

Over Five Years Ago

Within Last Five Years (Specify Year)

Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer

Sara Lee Corp

Street Address 1

Street Address 2

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Phone No. of Issuer

DOWNERS GROVE

ILLINOIS

60515

6305986000

1. Issuer's Identity

CIK (Filer ID Number)

Previous Name(s)

None

Entity Type

0001548904

Corporation

Limited Partnership

Limited Liability Company

General Partnership

Business Trust

Other

Name of Issuer

DE US, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

Over Five Years Ago

Within Last Five Years (Specify Year)

2012

Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer

DE US, Inc.

Street Address 1

Street Address 2

c/o SARA LEE CORPORATION

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Phone No. of Issuer

DOWNERS GROVE

ILLINOIS

60515

(630) 598-6000

1. Issuer's Identity

CIK (Filer ID Number)

Previous Name(s)

None

Entity Type

0001543415

DE International Holdings B.V.

Corporation

Limited Partnership

Limited Liability Company

General Partnership

Business Trust

Other

Dutch private company with limited liability. Acting as Guarantor in offering.

Name of Issuer

D.E MASTER BLENDERS 1753 B.V.

Jurisdiction of Incorporation/Organization

NETHERLANDS

Year of Incorporation/Organization

Over Five Years Ago

Within Last Five Years (Specify Year)

2009

Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer

D.E MASTER BLENDERS 1753 B.V.

Street Address 1

Street Address 2

VLEUTENSEVAART 100

City

State/Province/Country

ZIP/Postal Code

Phone No. of Issuer

UTRECHT

NETHERLANDS

3532 AD

31-30-292-7311

3. Related Persons

Last Name

First Name

Middle Name

Begley

Christopher

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Sara Lee Corporation and Director of DE US, Inc.

Last Name

First Name

Middle Name

Bennink

Jan

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director and Executive Chairman of Sara Lee Corporation and Director of DE US, Inc.

Last Name

First Name

Middle Name

Bowles

Crandall

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Sara Lee Corporation and Director of DE US, Inc.

Last Name

First Name

Middle Name

Colbert

Virgis

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Sara Lee Corporation and Director of DE US, Inc.

Last Name

First Name

Middle Name

Crown

James

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Sara Lee Corporation and Director of DE US, Inc.

Last Name

First Name

Middle Name

Koellner

Laurette

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Sara Lee Corporation and Director of DE US, Inc.

Last Name

First Name

Middle Name

McAdam

John

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Sara Lee Corporation and Director of DE US, Inc.

Last Name

First Name

Middle Name

Prosser

Sir Ian

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Sara Lee Corporation and Director of DE US, Inc.

Last Name

First Name

Middle Name

Sorensen

Norman

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Sara Lee Corporation and Director of DE US, Inc.

Last Name

First Name

Middle Name

Ubben

Jeffrey

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Sara Lee Corporation and Director of DE US, Inc.

Last Name

First Name

Middle Name

van Lede

Cees

J.A.

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Sara Lee Corporation and Director of DE US, Inc.

Last Name

First Name

Middle Name

Ward

Jonathan

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Sara Lee Corporation and Director of DE US, Inc.

Last Name

First Name

Middle Name

Smits

Marcel

H.M.

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Chief Executive Officer of Sara Lee Corporation

Last Name

First Name

Middle Name

Garvey

Mark

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Chief Financial Officer of Sara Lee Corporation

Last Name

First Name

Middle Name

Zyck

John

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Vice President and Controller of Sara Lee Corporation

Last Name

First Name

Middle Name

Connolly

Sean

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Chief Executive Officer North America Retail & Foodservice of Sara Lee Corporation

Last Name

First Name

Middle Name

Herkemij

Michiel

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Executive Vice President and CEO Int'l Beverage of Sara Lee Corporation

Last Name

First Name

Middle Name

Cerrone

Stephen

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Executive Vice President HR of Sara Lee Corporation

Last Name

First Name

Middle Name

Hansson

Thomas

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Senior Vice President Strategic Planning of Sara Lee Corporation

Last Name

First Name

Middle Name

Dodson

Paulette

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

General Counsel and Secretary of Sara Lee Corporation

Last Name

First Name

Middle Name

Silver

Mark

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

President of DE US, Inc.

Last Name

First Name

Middle Name

Emme

Jeff

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Vice President of DE US, Inc.

Last Name

First Name

Middle Name

Kaminski

Helen

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Vice President and Secretary of DE US, Inc.

Last Name

First Name

Middle Name

Marcus

Mitch

Street Address 1

Street Address 2

c/o Sara Lee Corporation

3500 LACEY ROAD

City

State/Province/Country

ZIP/Postal Code

Downers Grove

ILLINOIS

60515

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Treasurer of DE US, Inc.

Last Name

First Name

Middle Name

Cup

Michel

Street Address 1

Street Address 2

c/o D.E MASTER BLENDERS 1753 B.V.

VLEUTENSEVAART 100

City

State/Province/Country

ZIP/Postal Code

UTRECHT

NETHERLANDS

3532 AD

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Chief Financial Officer of D.E MASTER BLENDERS 1753 B.V.

Last Name

First Name

Middle Name

van Klinken

Onno

Street Address 1

Street Address 2

c/o D.E MASTER BLENDERS 1753 B.V.

VLEUTENSEVAART 100

City

State/Province/Country

ZIP/Postal Code

UTRECHT

NETHERLANDS

3532 AD

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

General Counsel and Secretary of D.E MASTER BLENDERS 1753 B.V.

Last Name

First Name

Middle Name

van Pelt

Harm-Jan

Street Address 1

Street Address 2

c/o D.E MASTER BLENDERS 1753 B.V.

VLEUTENSEVAART 100

City

State/Province/Country

ZIP/Postal Code

UTRECHT

NETHERLANDS

3532 AD

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Chief Operating Officer Retail - Rest of World of D.E MASTER BLENDERS 1753 B.V.

Last Name

First Name

Middle Name

Snow

Nick

Street Address 1

Street Address 2

c/o D.E MASTER BLENDERS 1753 B.V.

VLEUTENSEVAART 100

City

State/Province/Country

ZIP/Postal Code

UTRECHT

NETHERLANDS

3532 AD

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Chief Operating Officer - Out of Home of D.E MASTER BLENDERS 1753 B.V.

Last Name

First Name

Middle Name

Minvielle

Eugenio

Street Address 1

Street Address 2

c/o D.E MASTER BLENDERS 1753 B.V.

VLEUTENSEVAART 100

City

State/Province/Country

ZIP/Postal Code

UTRECHT

NETHERLANDS

3532 AD

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Chief Operating Officer - Western Europe of D.E MASTER BLENDERS 1753 B.V.

Last Name

First Name

Middle Name

Herkemij

Michiel

Street Address 1

Street Address 2

c/o D.E MASTER BLENDERS 1753 B.V.

VLEUTENSEVAART 100

City

State/Province/Country

ZIP/Postal Code

UTRECHT

NETHERLANDS

3532 AD

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Executive Director Chief Executive Officer and Executive Director of D.E MASTER BLENDERS 1753 B.V.

Last Name

First Name

Middle Name

Bennink

Jan

Street Address 1

Street Address 2

c/o D.E MASTER BLENDERS 1753 B.V.

VLEUTENSEVAART 100

City

State/Province/Country

ZIP/Postal Code

UTRECHT

NETHERLANDS

3532 AD

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Non-Executive Director of D.E MASTER BLENDERS 1753 B.V.

4. Industry Group

	Agriculture
	Banking & Financial Services
		Commercial Banking
		Insurance
		Investing
		Investment Banking
		Pooled Investment Fund
		Other Banking & Financial Services
	Business Services
	Energy
		Coal Mining
		Electric Utilities
		Energy Conservation
		Environmental Services
		Oil & Gas
		Other Energy

	Health Care
		Biotechnology
		Health Insurance
		Hospitals & Physicians
		Pharmaceuticals
		Other Health Care




	Manufacturing
	Real Estate
		Commercial
		Construction
		REITS & Finance
		Residential
		Other Real Estate

	Retailing
	Restaurants
	Technology
		Computers
		Telecommunications
		Other Technology


	Travel
		Airlines & Airports
		Lodging & Conventions
		Tourism & Travel Services
		Other Travel
	Other

5. Issuer Size

Revenue Range		Aggregate Net Asset Value Range
	No Revenues		No Aggregate Net Asset Value
	$1 - $1,000,000		$1 - $5,000,000
	$1,000,001 - $5,000,000		$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000		$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000		$50,000,001 - $100,000,000
	Over $100,000,000		Over $100,000,000
	Decline to Disclose		Decline to Disclose
	Not Applicable		Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

	Rule 504(b)(1) (not (i), (ii) or (iii))		Rule 505
	Rule 504 (b)(1)(i)		Rule 506
	Rule 504 (b)(1)(ii)		Securities Act Section 4(6)
	Rule 504 (b)(1)(iii)		Investment Company Act Section 3(c)

7. Type of Filing

New Notice

Date of First Sale

2012-05-15

First Sale Yet to Occur

Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

Yes

9. Type(s) of Securities Offered (select all that apply)

Pooled Investment Fund Interests

Equity

Tenant-in-Common Securities

Debt

Mineral Property Securities

Option, Warrant or Other Right to Acquire Another Security

Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security

Other (describe)

Senior Unsecured Notes (including notes issued by Sara Lee and notes issued by DE US, Inc. and guaranteed by D.E Master Blenders 1753 B.V.)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?

Yes

Clarification of Response (if Necessary)

The issuance of Sara Lee notes, the issuance of DE US, Inc. notes to Sara Lee, and the subsequent exchange of the DE US, Inc. notes for the Sara Lee notes.

11. Minimum Investment

Minimum investment accepted from any outside investor

USD

12. Sales Compensation

Recipient

Recipient CRD Number

None

Bank of America Merrill Lynch

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

Street Address 1

Street Address 2

540 West Madison Street

City

State/Province/Country

ZIP/Postal Code

Chicago

ILLINOIS

60661

State(s) of Solicitation	All States	Foreign/Non-US

Recipient

Recipient CRD Number

None

J.P. Morgan Securities LLC

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

Street Address 1

Street Address 2

383 Madison Avenue

City

State/Province/Country

ZIP/Postal Code

New York

NEW YORK

10179

State(s) of Solicitation	All States	Foreign/Non-US

13. Offering and Sales Amounts

Total Offering Amount

650000000

USD

Indefinite

Total Amount Sold

650000000

USD

Total Remaining to be Sold

USD

Indefinite

Clarification of Response (if Necessary)

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

15. Sales Commissions & Finders’ Fees Expenses

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions

2600000

USD

Estimate

Finders' Fees

USD

Estimate

Clarification of Response (if Necessary)

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

USD

Estimate

Clarification of Response (if Necessary)

Signature and Submission


Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission

In submitting this notice, each Issuer named above is:

Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.

Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

I also am a duly authorized representative of the other identified issuer(s) in Item 1 above and authorized to sign on their behalf.

Issuer

Signature

Name of Signer

Title

Date

Sara Lee Corp

/s/ Mark A. Garvey

Mark A. Garvey

Chief Financial Officer

2012-05-29

DE US, Inc.

/s/ Mark S. Silver

Mark S. Silver

President

2012-05-29

D.E MASTER BLENDERS 1753 B.V.

/s/ J.O. van Klinken

J.O. van Klinken

General Counsel

2012-05-29

Hillshire Brands Co, et al. – ‘D’ on 5/29/12

On: Tuesday, 5/29/12, at 4:49pm ET · Effective: 5/29/12 · Accession #: 950172-12-37 · File #s: 21-178933, -01, -02

Notice of an Offering of Securities Made Without Registration — Form D
Filing Table of Contents

This ‘D’ Document is an XML Data File that may be rendered in various formats:

Hillshire Brands Co, et al. – ‘D’ on 5/29/12

On: Tuesday, 5/29/12, at 4:49pm ET · Effective: 5/29/12 · Accession #: 950172-12-37 · File #s: 21-178933, -01, -02

Notice of an Offering of Securities Made Without Registration — Form DFiling Table of Contents

This ‘D’ Document is an XML Data File that may be rendered in various formats:

Notice of an Offering of Securities Made Without Registration — Form D
Filing Table of Contents