UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Chock Full O'Nuts Corporation
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(Name of Issuer)
Common Stock, par value $.25 per share
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(Title of Class of Securities)
170268106
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(CUSIP Number)
Mr. Norman E. Alexander George Lander, Esq.
c/o Sequa Corporation c/o Morse, Zelnick, Rose & Lander
200 Park Avenue 450 Park Avenue
New York, New York 10166 New York, New York 10022
(212) 986-5500 (212) 838-4175
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 24, 1999
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(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 schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose 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).
(Continued on following page)
(Page 1 of 6 Pages)
<PAGE>
CUSIP No. 170268106 13D Page 2 of 6 pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Norman E, Alexander ###-##-####
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2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |_|
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3 SEC Use Only
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4 Source of Funds
AF
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
USA
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7 Sole Voting Power
Number of
Shares 267,845
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 311,434
Person --------------------------------------------------------
With 9 Sole Dispositive Power
267,845
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10 Shared Dispositive Power
311,434
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
579,279
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
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13 Percent of Class Represented By Amount in Row (11)
5.348%
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14 Type of Reporting Person
IN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 170268106 13D Page 3 of 6 pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Galleon Syndication Corporation #13-3150821
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2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |_|
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3 SEC Use Only
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4 Source of Funds
WC
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
Delaware
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7 Sole Voting Power
Number of
Shares 0
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 311,434
Person --------------------------------------------------------
With 9 Sole Dispositive Power
0
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10 Shared Dispositive Power
311,434
--------------------------------------------------------
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
311,434
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
2.875%
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14 Type of Reporting Person
CO
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SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 6
Item 1 Security and Issuer
The class of security to which this statement relates is the Common Stock,
par value $.25 per share (the "Common Stock"), of Chock Full O'Nuts Corporation,
a New York corporation (the "Issuer") with principal offices located at 370
Lexington Avenue, New York, New York 10017.
Item 2 Identity and Background
(a)-(f) This statement is filed on behalf of Galleon Syndication
Corporation, a Delaware corporation ("Galleon"), and Norman E. Alexander
("Alexander") to report both the acquisition by Galleon of beneficial ownership
of Common Stock and the beneficial ownership of Common Stock of Alexander of the
Issuer. Alexander is the owner of all of the outstanding shares of the stock of
Galleon.
The business address of Galleon is 200 Park Avenue, New York, New York
10166 and the address of Alexander is c/o Sequa Corporation, 200 Park Avenue,
New York, New York 10166. Galleon is in the business of insurance underwriting
and is a member of the New York Insurance Exchange. Information as to the name,
business address, present principal occupation and citizenship of each director
and executive officer of Galleon is annexed hereto as Schedule "A". Alexander's
principal employment is Chairman and Chief Executive Officer of Sequa
Corporation, an international diversified manufacturer principally in the
aerospace industry. Alexander is also the sole director and President of
Galleon. Alexander is currently the Chairman of the Board of Directors of the
Issuer and has been a director of the Issuer since 1982.
Neither Galleon nor Alexander, nor, to the best of Galleon or Alexander's
knowledge, any officer or director of Galleon, has during the last five years
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which they were or
are subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Alexander is a United States citizen.
Item 3 Source and Amounts of Funds or Other Consideration
The funds used by Galleon to acquire the shares were funds available from
the working capital of Galleon.
<PAGE>
Page 5 of 6
Item 4 Purpose of Transaction
Galleon acquired the shares of Common Stock of the Issuer for the purpose
of acquiring an investment in the Company. Galleon does not have any present
plans or prospects with respect to the Company of the kind set forth under Item
4 of Schedule 13D.
Item 5 Interest in the Securities of the Issuer
(a) The aggregate number of shares of Common Stock which are
beneficially owned by Alexander is 579,279, representing 5.348% of
the 10,830,922 shares of such class reported to be outstanding in
the Issuer's most recent Quarterly Report on Form 10Q. Of the shares
beneficially owned by Alexander, 266,550 are owned by The Stuart
Krinsly and Gertrude Rosenkranz TTEE 5/6/97 Norman E. Alexander
Grantor Retained Annuity Trust, a trust organized under the laws of
the state of New York ("Trust"). Pursuant to the terms of the Trust,
Alexander has the right to acquire all 266,550 shares owned by the
Trust by delivering to the Trust consideration equal to the fair
market value of such shares at the time of Alexander's acquisition.
The aggregate number of shares of Common Stock which are
beneficially owned by Galleon is 311,434, representing 2.875% of the
10,830,922 shares of such class reported to be outstanding in the
Issuer's most recent Quarterly Report on Form 10Q.
(b) Both Galleon and Alexander may be deemed to have shared power to
vote and shared power to dispose of 311,434 shares. Alexander is
deemed to have sole power to vote and sole power to dispose of
267,795 shares.
(c) On February 24, 1999, Galleon purchased 266,500 shares covered by
this statement by purchase in the open market at a price of $5.00
per share. On February 24, 1999, the Trust purchased 266,500 shares
covered by this statement by purchase in the open market at a price
of $5.00 per share. As described in 5(a) above, Alexander has the
right to acquire the shares purchased by the Trust.
(d) No person other than those named in Item 5(a) is known to have the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares of Common Stock
covered by this statement.
(e) Not applicable.
<PAGE>
Page 6 of 6
Item 6 Contracts, Arrangements, Understandings, or Relationships with Respect to
Securities of the Issuer
Alexander is currently the Chairman of the Board of Directors of the
Issuer and has been a director of the Issuer since 1982. However, he has not
been elected a director of the Issuer by virtue of any contract, arrangement,
understanding or relationship with respect to any securities of the Issuer, none
of which exist. As for Galleon and Alexander, no contracts, arrangement,
understandings or relationships exist between these parties with respect to any
securities of the Issuer.
Item 7 Materials to be filed as Exhibits
Exhibit 1 - Agreement between Galleon and Alexander pursuant to Rule
13d-1(k)(1) of Regulation 13D-G of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended.
Signature
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned hereby certify that the information set forth
in this statement is true, complete and correct.
Dated: March 8, 1999
Galleon Syndication Corporation
By: /s/ Norman E. Alexander
---------------------------------
Norman E. Alexander, President
By: /s/ Norman E. Alexander
---------------------------------
Norman E. Alexander
<PAGE>
Exhibit A
March 1, 1999
EXECUTIVE OFFICERS & DIRECTORS OF
GALLEON SYNDICATE CORPORATION*
Name & Position
(w/Galleon) Business Address Present Principal Occupation
----------- ---------------- ----------------------------
Norman E. Alexander Sequa Corporation Chairman & CEO of Sequa, an
President & Sole 200 Park Avenue international diversified
Director New York, NY 10166 manufacturer principally in
the aerospace industry.
Jeffrey S. Passis Eastgate Management Inc. Vice President of Eastgate
Vice President 44 Wall Street reinsurance consultants and
& Treasurer New York, NY 10005 run-off managers.
Stuart Z. Krinsly Sequa Corporation Sr. Executive Vice President
Assistant Secretary 200 Park Avenue and General Counsel of Sequa
New York, NY 10166 an international diversified
manufacturer principally in
the aerospace industry.
Gert Rosen Sequa Corporation Administrative Assistant to
Assistant Treasurer 200 Park Avenue Chief Executive Officer of
New York, NY 10166 Sequa Corp, an international
diversified manufacturer
principally in the aerospace
industry.
David Wallis Eastgate Management Inc.
Secretary 44 Wall Street
New York, NY 10005
* All of the above named persons are United States citizens.
<PAGE>
Exhibit 1
Pursuant to Rule 13d-1(k)(1) of Regulation 13D-G of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agree that the statement on
Schedule 13D to which this Exhibit is attached is filed on behalf of each of
them in the capacities set forth hereinbelow.
Galleon Syndication Corporation
By: /s/ Norman E. Alexander
---------------------------------
Norman E. Alexander, President
By: /s/ Norman E. Alexander
---------------------------------
Norman E. Alexander
