Date: 12/15/97 3:20 PM December 15, 1997 Jonathan G. Katz Secretary Securities and Exchange Commission 450 Fifth Street NW Washington DC 20549 Re: File No. S7-26-97 Comments on H.R. 944 and H.R. 945 Dear Mr. Katz, Thank you for the opportunity to comment on the proposed legislation relating to charitable contributions by public companies. Sara Lee Corporation conducts its charitable giving mainly through the Sara Lee Foundation, a private foundation organized as an Illinois non for profit corporation. Since it was established in 1981, the Foundation has sought to enhance the quality of life in communities where Sara Lee Corporation has a presence and among certain of our constituencies, particularly women, who make up a large percentage of our consumer base. Sara Lee and the Foundation gave over $30 million during our most recently completed fiscal year in both cash, in-kind and matching grant contributions. We made approximately 5,500 contributions last year through Sara Lee?s employee matching grant program. As a major corporation with approximately $20 billion in annual revenues and a long history of charitable giving, we believe Sara Lee can provide valuable input to the Commission in preparing its response to the House Committee on the feasibility of the two proposals. Sara Lee strongly opposes H.R. 944 which requires disclosure in proxy statements of charitable gifts made by public companies and H.R. 945 which calls for shareholder participation in designating recipients of a public company?s charitable gifts. H.R. 944 Based on Sara Lee?s experience, very few stockholders have shown interest in the Company?s charitable contributions. As required by law, the Foundation already makes the information available upon the request of any individual, including stockholders. Typically, we receive, at most, a handful of inquiries regarding our charitable contributions. Therefore, legislation requiring companies to reproduce information about charitable gifts in a proxy statement is unwarranted, with no clear benefit. Moreover, such disclosure is not material to the Company and would not provide any meaningful information regarding the performance or prospects of Sara Lee. H.R. 944 would also impose a costly and unnecessary administrative burden on the Company. In view of the hundreds of communities in which Sara Lee operates, we regularly make a large number of very small charitable contributions to organizations that serve the needs of those communities. As noted above, we also make over 5,000 contributions to charitable organizations as part of our employee matching grants program. Requiring the disclosure to all of Sara Lee?s stockholders of such contributions through a multiple page listing would impose significant production and distribution costs on Sara Lee. To compensate for the additional expenses, companies, including Sara Lee, may be forced to reduce the number of recipients of charitable gifts and the amount of their donations. In their responsibility to shareholders, corporations must routinely make decisions on how best to utilize company resources. Sara Lee believes that corporate directors and managers are in the best position to consider the many factors that affect whether contributions are in the best interests of Sara Lee. Compiling and printing a multiple page listing of Sara Lee and the Foundation?s contributions and distributing it to hundreds of thousands of beneficial owners of Sara Lee?s stock would be burdensome and costly without any corresponding benefit for Sara Lee or its stockholders. H.R. 945 The process of soliciting shareholder instructions would also be extremely difficult and expensive to administer. For example, Sara Lee would have to continuously update its charitable lists, identify proposed recipients in advance and institute a new voting system. As a result, the new solicitation program would cost more than the annual proxy solicitation process. If H.R. 945 is enacted, we believe the financial impact will be severe enough to discourage companies from making charitable donations. H.R. 945 would also result in competition among non-profit organizations and lobbying for stockholder support. In order to build name recognition and support, large non-profit organizations would be able to use funds from their budgets for advertising and public relations. Small, local charities would not have the resources to lobby for stockholder support and, as a result, would be overlooked during the voting process. H.R. 945 would cause local charities to suffer from such a politicized process. Sara Lee and the Foundation contribute to non-profit organizations to meet both charitable and strategic objectives. For example, by giving to organizations in communities where Sara Lee operates, we strengthen the fabric of those communities, which ultimately leads to a better educated work force for Sara Lee to draw upon. H.R. 945 would remove such discretion from management and direct contributions towards stockholders? personal interests. In addition, H.R. 945 would allow stockholders who are unaware of the company?s best interests to manage the ordinary business of the company. Sara Lee believes that corporate directors and managers are in the best position to consider the many factors that affect whether contributions are in the best interests of the corporation and its shareholders. Since the proposed legislation imposes substantial burdens on both stockholders and companies and discourages companies from making charitable contributions, Sara Lee strongly opposes H.R. 944 and H.R. 945. Representatives of Sara Lee Corporation are pleased to further discuss the proposals with the Commission Staff. We appreciate the opportunity to comment on the proposals. Sincerely, R. Henry Kleeman Chief Counsel-Corporate and Assistant Secretary