SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Earliest event reported: June 8, 1999
Date of Report: June 8, 1999
Chock Full O' Nuts Corporation
(Exact name of registrant as specified in charter)
New York 1-4183 13-0697025
(State or other (Commission File (I.R.S. Employer
jurisdiction of incorporation) Number) Identification No.)
370 Lexington Avenue, New York, NY 10017
(Address of principal executive offices) (Zip Code)
(212) 532-0300
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(Registrant's telephone number, including area code)
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Item 5: Other Events
Chock Full O' Nuts Corporation, a New York corporation (the "Company"),
Sara Lee Corporation, a Maryland corporation (Sara Lee), and CFN Acquisition
Corporation, a New York corporation ("Merger Sub"), have signed an Agreement and
Plan of Merger dated as of June 8, 1999 (the "Merger Agreement") which provides
for the merger of Merger Sub with and into the Company, whereby the separate
corporate existence of Merger Sub will cease and the Company will continue as a
wholly-owned subsidiary of Sara Lee (the "Merger").
The Merger Agreement provides that the Company's stockholders will receive,
in exchange for each share of the Company's Common Stock which they own, shares
of Sara Lee's Common Stock, par value $.01 per share, having a market value of
$11.00, subject to certain adjustments.
As a result of the Merger, unless earlier redeemed by the Company, the 7%
Convertible Senior Subordinated Debentures due 2012 and the 8% Convertible
Subordinated Debentures due 2006 of the Company that remain outstanding will
become convertible into the right to receive the per-share consideration
received by shareholders in the merger.
The Merger is subject to certain conditions, including the approval of the
Company's shareholders at a special meeting to be held as soon as practicable.
The Company has issued a press release announcing the execution of the
Merger Agreement, which is filed herewith as Exhibit 99.1.
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Item 7. Financial Statements and Exhibits
(c) The following exhibits are filed with this report:
99.1 Press Release dated June 8, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Chock
Full O' Nuts Corporation has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CHOCK FULL O'NUTS CORPORATION
Dated: June 8, 1999
By: /s/ Howard M. Leitner
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Name: Howard M. Leitner
Title: Executive Vice President and
Chief Financial Officer
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Exhibit Index
Exhibit
Number Exhibit
99.1 Sara Lee Corporation Press Release dated June 8, 1999.
EXHIBIT 99.1
Sara Lee Corporation:
Media: Jeffrey Smith, 312.558.8727 Media/Analysts: Frederic Spar,
Analysts: Janet Bergman, 312.558.8651 Kekst & Company, 212.521.4813
SARA LEE CORPORATION AND CHOCK FULL O'NUTS CORPORATION ANNOUNCE MERGER AGREEMENT
June 8, 1999 - Sara Lee Corporation and Chock full o'Nuts Corporation today
jointly announced that they have entered into an agreement and plan of merger.
The agreement provides that Chock full o'Nuts shareholders will receive shares
of Sara Lee Corporation common stock having a market value of $11.00 per share,
subject to certain adjustments. The merger is subject to certain conditions,
including, but not limited to, the approval of Chock full o'Nuts shareholders.
As a result of the merger, unless earlier redeemed by Chock full o'Nuts, the 7%
Convertible Senior Subordinated Debentures due 2012 and the 8% Convertible
Subordinated Debentures due 2006 of Chock full o'Nuts that remain outstanding
will become convertible into the right to receive the per-share consideration
received by shareholders in the merger. The current estimated value of the
transaction is approximately $238 million.
"Our board has unanimously concluded that this transaction is in the best
interest of the Chock shareholders," said Marvin. Haas, president and chief
executive officer of Chock full o'Nuts Corporation. "The merger of our two
coffee and foodservice operations will create growth and business expansion
opportunities greater than we could achieve independently."
"We are pleased to have reached this agreement with the board of directors of
Chock full o'Nuts Corporation," said C. Steven McMillan, president and chief
operating officer of Sara Lee Corporation. "The combination of Chock full o'Nuts
with Sara Lee's existing U.S. coffee business enhances both companies'
geographic coverage, expands our channels of distribution and improves
production flexibility."
In connection with the merger agreement, Sara Lee has terminated its previously
announced cash tender offer for all of the outstanding shares and convertible
debentures of Chock full o'Nuts.
Chock full o'Nuts Corporation roasts, packs and markets regular, instant and
decaffeinated coffees under the Chock full o 'Nuts label. Its best known coffee
product is its premium, vacuum-packed all method grind coffee. Chock full o'Nuts
is also one of the largest marketers of foodservice and private label coffee,
tea and related products. Chock full o'Nuts Corporation is also franchising
Quikava, a 600-square-foot drive through and fresh baked goods concept, in its
core markets in the Northeast and Mid-Atlantic states. The company's fiscal 1998
sales were $396 million.
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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.
Any offering of securities in connection with the merger will be made only by
means of a prospectus.
