SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(AMENDMENT NO. 4)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
(AMENDMENT NO. 6)
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:
On May 26, 1999, Sara Lee disseminated a letter to certain
shareholders and debentureholders of the Company, a copy of which letter is
filed as Exhibit (a)(11) hereto and is incorporated by reference herein.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
(a)(11) Letter from Sara Lee to certain shareholders and
debentureholders of the Company, disseminated on May 26, 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: May 26, 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)(11) Letter from Sara Lee to certain shareholders and
debentureholders of the Company, disseminated on
May 26, 1999.
SARA LEE CORPORATION
Three First National Plaza
Chicago, Illinois 60602-4260
312 726 2600
Dear Fellow [Shareholder] [Convertible Debenture Holder]*:
For almost two years, Sara Lee has discussed with the Board of Directors of
Chock Full O'Nuts the possible acquisition of the Company. Your board has
rejected all of our proposals. We therefore decided to take our offer
directly to you by launching a tender offer for all shares and convertible
debentures outstanding at a price of $10.50 per share.
The $10.50 per share that Sara Lee is offering you represents a 65% premium
to the closing price of Chock Full O'Nuts stock on the last trading day
prior to public announcement of Sara Lee's interest in acquiring Chock Full
O'Nuts. ADDITIONALLY, $10.50 IS HIGHER THAN ANY PRICE AT WHICH SHARES OF
CHOCK FULL O'NUTS HAVE TRADED IN OVER A DECADE PRIOR TO SUCH ANNOUNCEMENT.
We believe this is an attractive and fair offer, particularly in light of
the stock price and operating performance of Chock Full O'Nuts. We expect
that you will agree with our assessment, and we urge you to tender your
shares into the Sara Lee offer.
In order for you to receive your $10.50 per share, your directors must
repeal several takeover defenses that they are currently using for their
own entrenchment. The directors have thus far shown a disregard for
shareholder value. This is evidenced most recently by the Board's
rejection of our $10.50 offer despite the fact that its own investment
banker, Credit Suisse First Boston, did not deliver an opinion to the
effect that the offer is inadequate. Such an opinion is customary under
the circumstances, and it is indeed contemplated in the terms of the
engagement of Credit Suisse First Boston by the Board of Directors (the
Board in fact agreed to pay Credit Suisse First Boston $500,000 at the time
of delivery of such an opinion). We hope that your Board of Directors will
ultimately be responsive to the will of their shareholders. PLEASE SEND A
CLEAR MESSAGE TO THE BOARD OF DIRECTORS OF CHOCK FULL O'NUTS BY TENDERING
YOUR SHARES IN SUPPORT OF SARA LEE'S OFFER PRIOR TO THE EXPIRATION DATE,
JUNE 4, 1999.
For your convenience, enclosed please find the letter of transmittal which
you need to execute and return in order to tender your shares into the Sara
Lee offer. Please follow the instructions therein and, if you have any
questions, please contact our information agent Morrow & Co. at (800) 566-
9061 or (212) 754-8000.
We appreciate your support.
Sincerely,
/s/ C. Steven McMillan
-----------------------
C. Steven McMillan
President and Chief Operating Officer
Sara Lee Corporation
* Text of letter to be conformed appropriately in each case.
