Hillshire Brands Co 8-K 2005
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Sara Lee Corporation
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Item 3.03. Material Modifications to Rights of Security Holders.
The Board of Directors of Sara Lee Corporation, a Maryland corporation ("Sara Lee"), has approved Amendment No. 2 ("Amendment No. 2") to the Rights Agreement dated as of March 31, 2005 by and among Sara Lee and EquiServe Trust Company, N.A., a national association and successor in interest to First Chicago Trust Company of New York ("EquiServe"), as Rights Agent, as amended on June 1, 2002 (the "Rights Agreement"). As more fully described in and subject to the terms thereof, the Rights Agreement generally gives holders of Sara Lee's common stock rights to acquire additional securities of Sara Lee upon the occurrence of specified events. Amendment No. 2 amends the Rights Agreement to (a) eliminate all requirements that certain actions, approvals and determinations to be taken by Sara Lee’s Board of Directors be taken or approved by a majority of the "Continuing Directors," and (b) cure ambiguities and make certain other technical changes.
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.