-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RVy+FhkFbq/TeY8XB+iOWbsFvTRSBjUgLT0TXo/OWyceaQFAzejLqdQm1kiTBW8M OBMpDqaHoCmouuDs6V8XjA== 0000020041-99-000005.txt : 19990902 0000020041-99-000005.hdr.sgml : 19990902 ACCESSION NUMBER: 0000020041-99-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990826 ITEM INFORMATION: FILED AS OF DATE: 19990901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHOCK FULL O NUTS CORP CENTRAL INDEX KEY: 0000020041 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 130697025 STATE OF INCORPORATION: NY FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04183 FILM NUMBER: 99704397 BUSINESS ADDRESS: STREET 1: 370 LEXINGTON AVE STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125320300 MAIL ADDRESS: STREET 1: 370 LEXINGTON AVENUE STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 26, 1999 CHOCK FULL O'NUTS CORPORATION (Exact name of Registrant as specified in its charter) New York 1-4183 13-0697025 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No. 370 Lexington Avenue, New York, New York 10017 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (212) 532-0300 None (Former name or former address, if changed since last report) Item 5. Other Events. On August 26, 1999, the Company announced that it called for redemption on September 14, 1999 all of its outstanding 7% Convertible Senior Subordinated Debentures due April 1, 2012 and 8% Convertible Subordinated Debentures due September 15, 2006. A copy of the Press Release announcing the redemption is annexed hereto as an Exhibit. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits: Exhibit 99.1: Press Release dated August 26, 1999. SIGNATURES Pursuant to the requirements of Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized. CHOCK FULL O'NUTS CORPORATION By: /s/ Howard M. Leitner Howard M. Leitner, Senior Vice President Chief Financial Officer Dated: August 31, 1999 EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Fred Spar Jessica Barist Kekst and Company 212-521-4800 CHOCK FULL O'NUTS CORPORATION ANNOUNCES REDEMPTION OF 7% CONVERTIBLE SENIOR SUBORDINATED DEBENTURES AND 8% CONVERTIBLE SUBORDINATED DEBENTURES New York, New York, August 26, 1999. Chock Full O'Nuts Corporation (CHF-NYSE) announced today that it called for redemption on September 14, 1999 (the "Redemption Date") all of its outstanding 7% Convertible Senior Subordinated Debentures due April 1, 2012 and 8% Convertible Subordinated Debentures due September 15, 2006. The redemption price for each series of Debentures is the face amount of the Debentures plus accrued interest to the Redemption Date, for a total amount of $1,031.89 per $1,000 principal amount of the 7% Convertible Senior Subordinated Debentures and $1,039.78 per $1,000 principal amount of the 8% Convertible Subordinated Debentures. The 7% Debentures are convertible into 121.5 Chock Common Shares per $1,000 principal amount of Debentures and the 8% Debentures are convertible into 128 Chock Common Shares per $1,000 principal amount of Debentures. The Debentures may be presented for conversion up to 5:00 p.m., New York City time, on September 13, 1999, the day preceding the Redemption Date, but not thereafter. The 7% Debentures, which are listed on the New York Stock Exchange, originally aggregated $60,000,000 in principal amount. On August 24, 1999, approximately $50,693,000 principal amount of 7% Debentures remain outstanding. The 8% Debentures, which are listed on the American Stock Exchange, originally aggregated $50,000,000 in principal amount. On August 24, 1999, approximately $29,627,000 principal amount of 8% Debentures remain outstanding. Paying agent for conversion and redemption of the 7% Debentures will be IBJ Whitehall Bank & Trust Company located at: One State Street Securities Processing Window, SC-1 New York, New York 10004 Paying agent for conversion and redemption of the 8% Debentures will be Bank One, N.A. located at: U.S. Postal Service Overnight Courier Mailing Address: Mailing Address: P. O. Box 710184 235 West Schrock Road 235 West Schrock Road-OH1-0184 Westerville, Ohio 43081 Westerville, Ohio 43271-0184 On June 8, 1999, Chock Full O'Nuts Corporation and Sara Lee Corporation announced that they had entered into an Agreement and Plan of Merger wherein Chock Full O'Nuts will become a wholly owned subsidiary of Sara Lee. Chock Full O'Nuts 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. The Company is also one of the largest marketers of food service and private label coffee, tea and related products. Chock Full O'Nuts Corporation is also franchising Quikava, a 600-square-foot drive thru and fresh-baked goods concept, in its core markets in the Northeast and Mid- Atlantic States. Chock's fiscal 1998 sales were $398 million. F\Chock\SaraLee\8-K -----END PRIVACY-ENHANCED MESSAGE-----