SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
(AMENDMENT NO. 4)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
________________
CHOCK FULL O'NUTS CORPORATION
(NAME OF SUBJECT COMPANY)
BOLTS ACQUISITION CORPORATION
SARA LEE CORPORATION
(BIDDERS)
________________
COMMON STOCK, PAR VALUE $.25 PER SHARE
7% CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE APRIL 1, 2012
8% CONVERTIBLE SUBORDINATED DEBENTURES DUE SEPTEMBER 15, 2006
(TITLE OF CLASS OF SECURITIES)
________________
170268
170268AC0
170268AB2
(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
TELEPHONE: (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, SUITE 2300
CHICAGO, ILLINOIS 60606-1285
TELEPHONE: (312) 407-0700
CFN Acquisition Corporation, a New York corporation
("Purchaser") and a wholly owned subsidiary of Sara Lee Corporation, a
Maryland corporation ("Sara Lee"), and Sara Lee hereby amend and supplement
their Tender Offer Statement on Schedule 14D-1 (as amended from time to
time, the "Schedule 14D-1"), originally filed with the Securities and
Exchange Commission on May 7, 1999, with respect to Purchaser's offer to
purchase (i) all of the outstanding shares of common stock, par value $.25
per share, and the associated common stock purchase rights (the "Rights")
issued pursuant to the Amended and Restated Rights Agreement, dated as of
December 30, 1997, by and between Chock Full O'Nuts Corporation, a New York
corporation (the "Company"), and the American Stock Transfer & Trust
Company, as Rights Agent (such shares of common stock and the associated
Rights, collectively, the "Shares"), of the Company , at a price of $10.50
per Share, (ii) all of the outstanding 7% Convertible Senior Subordinated
Debentures due April 1, 2012 (the "7% Debentures"), at a price of $1,275.82
per $1,000 principal amount, and (iii) all of the outstanding 8%
Convertible Subordinated Debentures due September 15, 2006 (the "8%
Debentures" and, together with the 7% Debentures, the "Convertible
Debentures"), at a price of $1,344.43 per $1,000 principal amount, the
respective offer prices being net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase and in the applicable Letters of Transmittal referred to
in the Schedule 14D-1 (which, as they may be amended or supplemented from
time to time, together constitute the "Offer"). Unless otherwise indicated
herein, each capitalized term used herein but not defined herein shall have
the meaning ascribed to such term in the Schedule 14D-1 or in the Offer to
Purchase referred to therein.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10 (f) of the Schedule 14D-1 is
hereby amended and supplemented by the following information:
All references to the Rights Condition and the Business Combination
Condition are hereby amended to delete from any definition or explanation
of each such condition the phrase "in its sole discretion" and to replace
it with the phrase "in its reasonable judgment."
The first paragraph of Section 14 of the Offer to Purchase is hereby
amended to replace the phrase "in the sole judgment of Purchaser" with the
phrase "in the reasonable judgment of Purchaser."
Paragraphs (a), (b), (c), (d) and (f) of Section 14 of the Offer to
Purchase are hereby amended to replace the phrase "in the sole judgment of
Sara Lee or Purchaser" with the phrase "in the reasonable judgment of Sara
Lee or Purchaser."
Subclause (2) of the first paragraph of Section 14 of the Offer to
Purchase is hereby deleted and replaced with the following language:
"at any time on or after May 7, 1999 and prior to the expiration of
the Offer, any of the following events shall occur or shall be
determined by Purchaser to have occurred:"
SIGNATURE
After due 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.
Date: May 19, 1999
CFN ACQUISITION CORPORATION
By: /s/ R. Henry Kleeman
_______________________________________
Name: R. Henry Kleeman
Title: Vice President and Assistant
Secretary
SARA LEE CORPORATION
By: /s/ R. Henry Kleeman
_______________________________________
Name: R. Henry Kleeman
Title: Chief Counsel - Corporate &
Securities and Assistant Secretary