SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(AMENDMENT NO. 5)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
(AMENDMENT NO. 7)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
________________
CHOCK FULL O'NUTS CORPORATION
(NAME OF SUBJECT COMPANY)
CFN 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:
On June 7, 1999, Sara Lee issued a press release announcing the
extension of the Expiration Date of the Offer until 5:00 p.m., New York
City time, on Friday, June 18, 1999. The Offer was previously scheduled to
expire at 12:00 midnight on June 4, 1999. As of midnight, New York City
time, on June 4, 1999, 5,572,167 Shares, $28,454,000 principal amount of
the 7% Debentures and $17,506,000 principal amount of the 8% Debentures
were validly tendered and not withdrawn, which (on an as converted basis),
together with the 598,328 shares already beneficially owned by Sara Lee,
represents approximately 56% of the shares of Chock Full O'Nuts outstanding
and approximately 63% of the shares of Chock Full O'Nuts outstanding that
are not owned or controlled by management of Chock Full O'Nuts, each on a
fully diluted basis. Sara Lee also disclosed that its representatives have
had discussions over the past few days with representatives of Chock Full
O'Nuts Corporation regarding a potential merger between the parties and
that such discussions are continuing. There can be no assurance that the
parties will be able to reach an agreement with respect to any such
transaction. The full text of the press release is filed as Exhibit
(a)(12) hereto and is incorporated by reference herein.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
(a)(12) Press Release of Sara Lee dated June 7, 1999.
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: June 7, 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
INDEX TO EXHIBITS
Exhibit Number Exhibit
-------------- -------
(a)(12) Press Release of Sara Lee dated June 7, 1999.
Exhibit (a)(12)
Media: Jeffrey Smith, 312.558.8727
Analysts: Janet Bergman, 312.558.8651
SARA LEE CORPORATION ANNOUNCES POSITIVE SHAREHOLDER RESPONSE TO TENDER
OFFER; EXTENDS TENDER OFFER FOR CHOCK FULL O'NUTS CORPORATION
Chicago (June 7, 1999) - Sara Lee Corporation today announced that holders
of more than a majority of the outstanding shares of Chock full o'Nuts
Corporation on a fully-diluted basis have tendered in response to its cash
tender offer. Sara Lee also announced that it has extended its cash tender
offer to purchase all outstanding shares of common stock of Chock full
o'Nuts Corporation at $10.50 net per share, all of its outstanding 7%
Convertible Senior Subordinated Debentures due 2012 at $1,275.82 net per
$1,000 principal amount and all of its outstanding 8% Convertible
Subordinated Debentures due 2006 at $1,344.43 net per $1,000 principal
amount until 5:00 p.m., New York City time, on Friday, June 18, 1999. The
tender offer was previously scheduled to expire at 12:00 midnight on June
4, 1999.
"We are very pleased that a substantial majority of Chock full o'Nuts'
unaffiliated shareholders chose to tender their shares in response to our
offer," said C. Steven McMillan, president and chief operating officer of
Sara Lee Corporation.
As of midnight on June 4, 1999, Chock full o'Nuts shareholders and
debentureholders had validly tendered 5,572,167 shares of common stock,
$28,454,000 principal amount of 7% convertible debentures and $17,506,000
principal amount of 8% convertible debentures, which (on an as- converted
basis), together with the shares already beneficially owned by Sara Lee,
represents approximately 56% of the shares of Chock full o'Nuts outstanding
and approximately 63% of the shares of Chock full o'Nuts outstanding that
are not owned or controlled by management of Chock full o'Nuts, each on a
fully diluted basis.
Sara Lee also disclosed that its representatives have had discussions over
the past few days with representatives of Chock full o'Nuts Corporation
regarding a potential merger between the parties and that such discussions
are continuing. There can be no assurance that the parties will be able to
reach an agreement with respect to any such transaction.
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.
