SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1/A
(AMENDMENT NO. 3)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
(AMENDMENT NO. 5)
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(c) of the Schedule 14D-1 is
hereby amended and supplemented by the following information:
At 11:59 p.m., New York City time, on May 19, 1999, the waiting period
with respect to the Offer under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, expired.
The information set forth in Item 10(f) of the Schedule 14D-1 is
hereby amended and supplemented by incorporating by reference therein the
press release issued by Sara Lee on May 20, 1999, a copy of which press
release is filed as Exhibit (a)(10).
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
(a)(10) Press Release of Sara Lee dated May 20, 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 21, 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)(10) Press Release of Sara Lee dated May 20, 1999.
Exhibit (a)(10)
5/20/99
Media: Jeffrey Smith, 312.558.8727
Analysts: Janet Bergman, 312.558.8651
SARA LEE CORPORATION DISAPPOINTED BY THE OPPOSITION OF THE BOARD OF
DIRECTORS OF CHOCK FULL O'NUTS TO SARA LEE'S $10.50 PER SHARE CASH TENDER
OFFER
PROPOSED ACQUISITION RECEIVES ANTITRUST CLEARANCE
Chicago (May 20, 1999) - Sara Lee Corporation stated today that it was
disappointed by the decision of the directors of Chock full o'Nuts
Corporation to oppose Sara Lee's cash tender offer for all shares of Chock
full o'Nuts at $10.50 per share. The offer represents a 65% premium over
Chock full o'Nuts closing stock price the trading day prior to Sara Lee's
public announcement of its desire to acquire the company. Nevertheless,
the board of directors of Chock full o'Nuts has rejected all offers made by
Sara Lee and is now refusing to remove takeover defenses that prevent
consummation of the $10.50 Sara Lee offer.
"Clearly, $10.50 represents a very fair price given Chock full o'Nuts'
stock price and operating performance," said C. Steven McMillan, President
and Chief Operating Officer of Sara Lee Corporation. "Despite the fact
that prior to our offer Chock full o'Nuts stock has not traded near Sara
Lee's offer price for more than a decade, the company's directors continue
to stand in the way of their shareholders receiving $10.50 in value. We
encourage our fellow holders of Chock full o'Nuts shares and convertible
debentures to send a message to the board by tendering their securities
immediately."
Sara Lee also announced that the antitrust waiting period with respect to
the offer expired on May 19, 1999, clearing the way for Sara Lee's proposed
acquisition subject only to the removal of takeover defenses, which is
under the control of the Chock full o'Nuts directors.
On May 7, 1999, Sara Lee Corporation commenced a cash tender offer to
purchase all outstanding shares of Chock full o'Nuts Corporation at $10.50
per share and all of its 7% convertible debentures and 8% convertible
debentures at an equivalent price (assuming conversion). The offer is
scheduled to expire at midnight on June 4, 1999, unless extended.
Additional information regarding the tender offer, or tendering shares or
convertible debentures, please contact the Information Agent, Morrow & Co.,
Inc., at 1-800/566-9061.
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.
