-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JNzat4WYPExFKwbLWOiubpDCJf35pg9n3866LGmqUNLEgWG9je+Ei0dHkqVPKGEL u96Bg6ul8yYmy+fMTfHz/w== 0000950172-99-000512.txt : 19990505 0000950172-99-000512.hdr.sgml : 19990505 ACCESSION NUMBER: 0000950172-99-000512 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990504 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHOCK FULL O NUTS CORP CENTRAL INDEX KEY: 0000020041 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 130697025 STATE OF INCORPORATION: NY FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-03132 FILM NUMBER: 99609980 BUSINESS ADDRESS: STREET 1: 370 LEXINGTON AVE STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125320300 MAIL ADDRESS: STREET 1: 370 LEXINGTON AVENUE STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEE SARA CORP CENTRAL INDEX KEY: 0000023666 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 362089049 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: THREE FIRST NATIONAL PLZ STREET 2: 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 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.c. 20549 SCHEDULE 13D (Rule 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (Amendment No. 1) ---------------- CHOCK FULL O'NUTS CORPORATION (Name of Issuer) ---------------- COMMON STOCK, $.25 PAR VALUE PER SHARE (Title of Class of Securities) ---------------- 170268 (CUSIP Number of Class of Securities) ---------------- JANET LANGFORD KELLY, ESQ. SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL SARA LEE CORPORATION THREE FIRST NATIONAL PLAZA CHICAGO, ILLINOIS 60602 (312)726-2600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications On Behalf of Bidders) Copy To: CHARLES W. MULANEY, JR., ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS) 333 WEST WACKER DRIVE CHICAGO, ILLINOIS 60606 (312) 407-0700 MAY 4, 1999 (Date of Event Which Requires Filing of This Statement) - ----------------------- If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ] The information required in the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes). =============================================================================== CUSIP No. 170268 13D NAMES OF REPORTING PERSONS: SARA LEE CORPORATION 1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 36-208-9049 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) |(b) |_| - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF MARYLAND - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 598,328 SEE ITEM 5* NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY NONE OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 598,328 SEE ITEM 5* PERSON WITH 10 SHARED DISPOSITIVE POWER NONE - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 598,328 SEE ITEM 5 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.29% * - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- * Between November 12, 1998 and May 4, 1999, Sara Lee Corporation purchased 111,200 shares of common stock, par value $.25 per share (the "Common Stock"), of Chock Full O'Nuts Corporation (the "Company"), $2,639,226 principal amount of 7% Convertible Senior Subordinated Debentures, due April 1, 2012 and $1,340,764 principal amount of 8% Convertible Subordinated Debentures, due September 15, 2006, less $68,000 principal amount redeemed, for a total of $1,272,764 principal amount (collectively, the "Convertible Debentures") in the open market. The Convertible Debentures are non-voting securities; however, the Convertible Debentures are convertible into 487,128 shares of Common Stock. Sara Lee Corporation is entitled to convert the Convertible Debentures into Common Stock at any time. The aggregate number of shares of Common Stock which Sara Lee Corporation has a right to obtain by conversion of the Convertible Debentures is 487,128 shares. Together with the 111,200 shares of Common Stock owned by Sara Lee Corporation, Sara Lee Corporation holds or has the right to acquire an aggregate of 598,328 shares of Common Stock representing 5.29% of the 11,318,050 shares of Common Stock of the Company which would (taking into account such conversion) then be outstanding (based on the Quarterly Report on Form 10-Q of Chock Full O'Nuts Corporation for the quarter ended January 31, 1999). This Amendment No. 1 (the "Amendment") amends and supplements the Statement on Schedule 13D, dated April 12, 1999 (the "Original Schedule 13D"), relating to the Common Stock. Item 4 Purpose of Transaction. Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows: On April 21, 1999 the Company rejected Sara Lee's most recent proposal to acquire the Company at a price of $10.50 per share of Common Stock (with the consideration to be paid in the form of Sara Lee Common Stock) as inadequate. On May 4, 1999, Sara Lee issued a press release announcing that it will commence a tender offer to acquire all of the outstanding shares of Common Stock and Convertible Debentures of the Company not owned by Sara Lee. The tender offer is subject to certain conditions, including the tender of shares and bonds resulting in Sara Lee holding securities representing 2/3 of the shares outstanding on a fully diluted basis, the board of the Company having redeemed or otherwise rendered its stockholder rights plan inapplicable, the board having rendered the New York business combination statute inapplicable to the offer and expiration of the anti-trust waiting period. The complete terms and conditions of the offer will be set forth in Sara Lee's Offer to Purchase that will be mailed to the Company's securityholders beginning next week. Item 7 Material to be Filed as Exhibits. Exhibit 1(a) Press Release issued by Sara Lee Corporation on May 4, 1999. SIGNATURES After reasonable 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. Dated: May 4, 1999 SARA LEE CORPORATION By: /s/ Ann E. Ziegler ------------------------------ Name: Ann E. Ziegler Title: Vice President - Corporate Development EX-99 2 EXHIBIT 1(A) - PRESS RELEASE EXHIBIT 1(a) Media: Jeffrey Smith, 312.558.8727 Analysts: Janet Bergman, 312.558.8651 SARA LEE CORPORATION TO COMMENCE TENDER OFFER AT $10.50 PER SHARE FOR CHOCK FULL O'NUTS CORPORATION CHICAGO (May 4, 1999) - Sara Lee Corporation today announced that it will commence a cash tender offer to purchase all outstanding shares of Chock full o'Nuts Corporation for $10.50 per share, all of its outstanding 7% convertible senior subordinated debentures due 2012 for $1275.82 per $1,000 bond and all of its 8% convertible senior subordinated debentures due 2006 for $1,344.43 per $1,000 bond. "Because the board of directors has rejected our offers, we now invite the securityholders of Chock full o'Nuts to tender their securities and to express their views on the merits of our offer to their board of directors," said C. Steven McMillan, president and chief operating officer of Sara Lee Corporation. "We believe that securityholders will find our offer attractive, particularly in light of the company's historical operating and stock price performance." McMillan added, "Given the company's takeover defenses, the board of directors of Chock full o'Nuts is standing in the way of its stockholders receiving $10.50 per share in cash. We continue to be hopeful that the directors of Chock full o'Nuts will ultimately recognize the benefits of a transaction on the terms that we have proposed." The $10.50 tender offer price represents a 65% premium to Chock full o'Nuts' closing stock price of $6.38 on April 22, 1999, the last trading day prior to Sara Lee's Schedule 13D filing with the Securities and Exchange Commission. As of that date, $10.50 represented a 67% premium to the stock's one-year average price, a 71% premium to its three-year average price, and a 74% premium to its five-year average price. - more - Sara Lee's $10.50 offer price represents a multiple of 27.6x Chock full o'Nuts latest twelve months reported diluted earnings per share and a multiple of 18.8x the highest earnings per share reported by the company over the last five fiscal years. The tender offer is subject to certain conditions, including the tender of shares and bonds resulting in Sara Lee holding securities representing 2/3 of the shares outstanding on a fully diluted basis, the board of Chock full o'Nuts having redeemed or otherwise rendered its stockholder rights plan inapplicable, the board having rendered the New York business combination statute inapplicable to the offer and expiration of the anti-trust waiting period. The complete terms and conditions of the offer will be set forth in Sara Lee's Offer to Purchase that will be mailed to Chock full o'Nuts securityholders beginning next week. Sara Lee previously disclosed its interest in acquiring Chock full o'Nuts Corporation in its filing on Schedule 13D with the Securities and Exchange Commission on April 22, 1999. At that time, Sara Lee indicated that it had purchased Chock full o'Nuts securities equivalent to 598,328 shares of common stock. Sara Lee also disclosed that it has made proposals to the board of directors of Chock full o'Nuts to acquire the company that have been rejected. Pending the successful completion of this transaction, Chock full o'Nuts would be managed by Sara Lee's Superior Coffee division. In the U.S., Superior Coffee is the nation's leading food service coffee supplier, servicing independent restaurants and regional and national chains, hotels hospitals and universities. Superior markets its products under the Superior, Douwe Egberts, Continental, Metropolitan, Java Coast, McGarvey and Paradise Tropical Tea brand names. Sara Lee Corporation's Coffee and Tea line of business is managed by Sara Lee/DE, the Netherlands-based subsidiary of Sara Lee that also oversees the company's Household and Body Care line of business. Sara Lee Corporation is a global consumer packaged goods company with more than $20 million in annual revenues. Its leading brands include Sara Lee, Douwe Egberts, Hillshire Farm, Hanes, Coach, and Playtex. # # # -----END PRIVACY-ENHANCED MESSAGE-----