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. 1)
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CHOCK FULL O'NUTS CORPORATION
(Name of Issuer)
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COMMON STOCK, $.25 PAR VALUE PER SHARE
(Title of Class of Securities)
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170268
(CUSIP Number of Class of Securities)
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JANET LANGFORD KELLY, ESQ.
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
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
MAY 4, 1999
(Date of Event Which Requires Filing of This Statement)
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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).
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CUSIP No. 170268 13D
NAMES OF REPORTING PERSONS: SARA LEE CORPORATION
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 36-208-9049
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) |(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS:
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION:
STATE OF MARYLAND
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7 SOLE VOTING POWER
598,328 SEE ITEM 5*
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY NONE
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 598,328 SEE ITEM 5*
PERSON
WITH 10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
598,328 SEE ITEM 5
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.29% *
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14 TYPE OF REPORTING PERSON
CO
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* Between November 12, 1998 and May 4, 1999, Sara Lee Corporation
purchased 111,200 shares of common stock, par value $.25 per share (the
"Common Stock"), of Chock Full O'Nuts Corporation (the "Company"),
$2,639,226 principal amount of 7% Convertible Senior Subordinated
Debentures, due April 1, 2012 and $1,340,764 principal amount of 8%
Convertible Subordinated Debentures, due September 15, 2006, less $68,000
principal amount redeemed, for a total of $1,272,764 principal amount
(collectively, the "Convertible Debentures") in the open market. The
Convertible Debentures are non-voting securities; however, the Convertible
Debentures are convertible into 487,128 shares of Common Stock.
Sara Lee Corporation is entitled to convert the Convertible
Debentures into Common Stock at any time. The aggregate number of shares of
Common Stock which Sara Lee Corporation has a right to obtain by conversion
of the Convertible Debentures is 487,128 shares. Together with the 111,200
shares of Common Stock owned by Sara Lee Corporation, Sara Lee Corporation
holds or has the right to acquire an aggregate of 598,328 shares of Common
Stock representing 5.29% of the 11,318,050 shares of Common Stock of the
Company which would (taking into account such conversion) then be
outstanding (based on the Quarterly Report on Form 10-Q of Chock Full
O'Nuts Corporation for the quarter ended January 31, 1999).
This Amendment No. 1 (the "Amendment") amends and supplements the
Statement on Schedule 13D, dated April 12, 1999 (the "Original Schedule
13D"), relating to the Common Stock.
Item 4 Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended and
supplemented as follows:
On April 21, 1999 the Company rejected Sara Lee's most recent
proposal to acquire the Company at a price of $10.50 per share of Common
Stock (with the consideration to be paid in the form of Sara Lee Common
Stock) as inadequate.
On May 4, 1999, Sara Lee issued a press release announcing that it
will commence a tender offer to acquire all of the outstanding shares of
Common Stock and Convertible Debentures of the Company not owned by Sara
Lee. The tender offer is subject to certain conditions, including the
tender of shares and bonds resulting in Sara Lee holding securities
representing 2/3 of the shares outstanding on a fully diluted basis, the
board of the Company having redeemed or otherwise rendered its stockholder
rights plan inapplicable, the board having rendered the New York business
combination statute inapplicable to the offer and expiration of the
anti-trust waiting period. The complete terms and conditions of the offer
will be set forth in Sara Lee's Offer to Purchase that will be mailed to
the Company's securityholders beginning next week.
Item 7 Material to be Filed as Exhibits.
Exhibit 1(a) Press Release issued by Sara Lee Corporation
on May 4, 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: May 4, 1999
SARA LEE CORPORATION
By: /s/ Ann E. Ziegler
------------------------------
Name: Ann E. Ziegler
Title: Vice President - Corporate
Development
EXHIBIT 1(a)
Media: Jeffrey Smith, 312.558.8727
Analysts: Janet Bergman, 312.558.8651
SARA LEE CORPORATION TO COMMENCE TENDER OFFER
AT $10.50 PER SHARE FOR CHOCK FULL O'NUTS CORPORATION
CHICAGO (May 4, 1999) - Sara Lee Corporation today announced that it will
commence a cash tender offer to purchase all outstanding shares of Chock
full o'Nuts Corporation for $10.50 per share, all of its outstanding 7%
convertible senior subordinated debentures due 2012 for $1275.82 per $1,000
bond and all of its 8% convertible senior subordinated debentures due 2006
for $1,344.43 per $1,000 bond.
"Because the board of directors has rejected our offers, we now invite the
securityholders of Chock full o'Nuts to tender their securities and to
express their views on the merits of our offer to their board of
directors," said C. Steven McMillan, president and chief operating officer
of Sara Lee Corporation. "We believe that securityholders will find our
offer attractive, particularly in light of the company's historical
operating and stock price performance."
McMillan added, "Given the company's takeover defenses, the board of
directors of Chock full o'Nuts is standing in the way of its stockholders
receiving $10.50 per share in cash. We continue to be hopeful that the
directors of Chock full o'Nuts will ultimately recognize the benefits of a
transaction on the terms that we have proposed."
The $10.50 tender offer price represents a 65% premium to Chock full
o'Nuts' closing stock price of $6.38 on April 22, 1999, the last trading
day prior to Sara Lee's Schedule 13D filing with the Securities and
Exchange Commission. As of that date, $10.50 represented a 67% premium to
the stock's one-year average price, a 71% premium to its three-year
average price, and a 74% premium to its five-year average price.
- more -
Sara Lee's $10.50 offer price represents a multiple of 27.6x Chock full
o'Nuts latest twelve months reported diluted earnings per share and a
multiple of 18.8x the highest earnings per share reported by the company
over the last five fiscal years.
The tender offer is subject to certain conditions, including the tender of
shares and bonds resulting in Sara Lee holding securities representing 2/3
of the shares outstanding on a fully diluted basis, the board of Chock full
o'Nuts having redeemed or otherwise rendered its stockholder rights plan
inapplicable, the board having rendered the New York business combination
statute inapplicable to the offer and expiration of the anti-trust waiting
period. The complete terms and conditions of the offer will be set forth
in Sara Lee's Offer to Purchase that will be mailed to Chock full o'Nuts
securityholders beginning next week.
Sara Lee previously disclosed its interest in acquiring Chock full o'Nuts
Corporation in its filing on Schedule 13D with the Securities and Exchange
Commission on April 22, 1999. At that time, Sara Lee indicated that it had
purchased Chock full o'Nuts securities equivalent to 598,328 shares of
common stock. Sara Lee also disclosed that it has made proposals to the
board of directors of Chock full o'Nuts to acquire the company that have
been rejected.
Pending the successful completion of this transaction, Chock full o'Nuts
would be managed by Sara Lee's Superior Coffee division. In the U.S.,
Superior Coffee is the nation's leading food service coffee supplier,
servicing independent restaurants and regional and national chains, hotels
hospitals and universities. 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.
Sara Lee Corporation is a global consumer packaged goods company with more
than $20 million in annual revenues. Its leading brands include Sara Lee,
Douwe Egberts, Hillshire Farm, Hanes, Coach, and Playtex.
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