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. 10)
________________
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)
________________
RODERICK A. PALMORE, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
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
OCTOBER 18, 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).
This Amendment No. 10 (the "Amendment") amends and supplements the
Statement on Schedule 13D, dated April 12, 1999, as previously amended (the
"Original Schedule 13D"), relating to the Common Stock.
Item 1 Security and Issuer.
This Amendment relates to the Common Stock, par value $.25 per share
(the "Company Common Stock"), of Chock full o'Nuts Corporation (the
"Company"). The Company's principal executive offices are located at 370
Lexington Avenue, New York, New York 10017.
Item 3 Source and Amount of Funds or Other Consideration.
The common stock of Sara Lee, par value $.01 per share ("Sara Lee
Common Stock"), to be issued in consideration for all of the outstanding
shares of Company Common Stock are to be issued from Sara Lee's authorized
but unissued Sara Lee Common Stock. The cash to be paid in lieu of
fractional shares is to come from internally generated funds of Sara Lee.
Item 4 Purpose of the Transaction.
On October 18, 1999, the merger of CFN Acquisition Corporation
("CFN"), a New York corporation and wholly-owned subsidiary of Sara Lee
Corporation ("Sara Lee"), with and into the Company (the "Merger") was
consummated in accordance with the terms of the Agreement and Plan of
Merger, dated as of June 8, 1999 (the "Merger Agreement"), among Sara Lee,
CFN and the Company, and the Company became a wholly-owned subsidiary of
Sara Lee. In accordance with the Merger Agreement, each shareholder of the
Company will be entitled to receive 0.4707 of a share of Sara Lee Common
Stock per share of Company Common Stock, plus cash in lieu of fractional
shares. The Company's shares are no longer traded on the New York Stock
Exchange and application has been made to de-register the shares under the
Securities Exchange Act of 1934, as amended.
Item 5 Interest in Securities of the Issuer.
(a-c) By virtue of the Merger, as of October 18, 1999 Sara Lee
acquired all of the outstanding shares of Company Common Stock.
Item 6 Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Pursuant to the Merger Agreement, effective October 18, 1999, CFN was
merged with and into the Company, and the Company became a wholly-owned
subsidiary of Sara Lee. In the Merger, the Company's shareholders will
receive 0.4707 of a share of Sara Lee Common Stock for each share of
Company Common Stock.
Item 7 Exhibits.
Exhibit
Number Exhibit
------- -------
1(a) Joint Press Release of Sara Lee and Chock full o'Nuts Corporation
dated October 18, 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: October 25, 1999
SARA LEE CORPORATION
By: /s/ R. Henry Kleeman
-----------------------------
Name: R. Henry Kleeman
Title: Vice President, Deputy General
Counsel and Assistant Secretary
EXHIBIT INDEX
Exhibit
Number Exhibit
-------- -------
1(a) Joint Press Release of Sara Lee and Chock full o'Nuts
Corporation dated October 18, 1999.
Exhibit 1(a)
FOR IMMEDIATE RELEASE
Media: Jeffrey Smith, 312.558.8727
Analysts: Janet Bergman, 312.558.8651
SARA LEE CORPORATION COMPLETES ACQUISITION
OF CHOCK FULL O'NUTS CORPORATION
CHICAGO (October 18, 1999) - Sara Lee Corporation announced today that it
has completed its acquisition of Chock full o'Nuts Corporation. Under the
terms of the agreement, holders of Chock full o'Nuts common stock will
receive .4707 of a share of Sara Lee common stock for each share of Chock
full o'Nuts stock they own. The total number of shares to be issued by Sara
Lee Corporation is approximately 9.7 million.
The transaction was completed following a favorable vote by Chock full
o'Nuts shareholders at a shareholder meeting on Friday, October 15.
"Chock full o'Nuts is an outstanding addition to our leading U.S.
foodservice coffee business, and the acquisition enables us to consolidate
our leadership position in this market," said C. Steven McMillan, president
and chief operating officer of Sara Lee Corporation. "In addition, Chock
full o'Nuts significantly expands our business in the strategically
important metropolitan New York and Northeastern U.S. markets."
With annual sales of approximately $350 million, Chock full o'Nuts roasts,
packs and markets regular, instant and decaffeinated coffees under the
Chock full 'Nuts label. The company's foodservice coffee operation includes
its own brand as well as the LaTouraine and Cain's foodservice coffee
businesses.
Chock full o'Nuts will now be a part of Sara Lee's Coffee and Tea line of
business, reporting to Stanley L. Greanias, vice president of Sara Lee
Corporation and chief executive officer of the company's North American
Coffee and Tea operations. In addition to Chock full o'Nuts, Sara Lee's
North American Coffee and Tea division includes the recently acquired
Wechsler Coffee Company, Douwe Egberts Coffee Systems, and Superior Coffee,
the nation's leading food service coffee supplier. 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.
Information regarding the surrender of Chock full o'Nuts common stock and
the receipt of Sara Lee Corporation common stock will be mailed to all
Chock full o'Nuts shareholders within the next two weeks. For additional
information, shareholders may call Equiserve-First Chicago Trust Division,
the exchange agents for this transaction, at 1-800-251-4215.
Sara Lee Corporation is a global consumer packaged goods company with more
than $20 billion in annual revenues. Its leading brands include Sara Lee,
Douwe Egberts, Hillshire Farm, Hanes, Coach and Playtex.
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