-----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, Ie2+Rj8JMI2R0IGU9eqliFaXMQlDEv2MW3MtnwqL+8uWkHUa3jSzINKEU1KQf11N ZVT5kMUbs5HkLF2ryo5BJg== 0000897423-96-000093.txt : 19960921 0000897423-96-000093.hdr.sgml : 19960921 ACCESSION NUMBER: 0000897423-96-000093 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960919 SROS: AMEX SUBJECT COMPANY: 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: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-03132 FILM NUMBER: 96632254 BUSINESS ADDRESS: STREET 1: 370 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125320300 MAIL ADDRESS: STREET 1: 370 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HBK FINANCE LP CENTRAL INDEX KEY: 0000918177 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752506754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 777 MAIN STREET STREET 2: SUITE 2750 CITY: FT. WORTH STATE: TX ZIP: 76102-533 BUSINESS PHONE: 8178706100 MAIL ADDRESS: STREET 1: 777 MAIN STREET STE. 2750 CITY: FT. WORTH STATE: TX ZIP: 76102-533 SC 13G/A 1 CHOCK FULL O' NUTS CORP. - SCHED. AMEND. NO. 4 TO SCHED. 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 4)* Chock Full O' Nuts Corporation (Name of Issuer) Common Stock, Par Value $.25 Per Share (Title of Class of Securities) 170268106 (CUSIP Number) Check the following box if a fee is being paid with the statement [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose 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). 1. Name of Reporting Person: HBK Finance L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) /X/ 3. SEC Use Only 4. Citizenship or Place of Organization: Delaware 5. Sole Voting Power: 835,482 (1)(2) Number of Shares Beneficially 6. Shared Voting Power: -0- Owned By Each Reporting 7. Sole Dispositive Power: 835,482 (1)(2) Person With 8. Shared Dispositive Power: -0- 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 835,482 (2) 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares: / / 11. Percent of Class Represented by Amount in Row (9): 7.2% (3) 12. Type of Reporting Person: BD - -------------- (1) Power is exercised by its general partner, HBK Fund L.P., whose general partner is HBK Capital L.P., whose general partner is HBK Partners I L.P., whose general partner is HBK Management L.L.C. (2) Assumes conversion of $6,876,000 principal amount of the Issuer's 7% Convertible Senior Subordinated Debentures due April 1, 2012 (the "Debentures"), into 835,482 shares of Common Stock. (3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are 10,735,546 shares of Common Stock outstanding, which number includes shares of Common Stock that may be acquired by the Reporting Person upon conversion of the Debentures. Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amends its Schedule 13G Statement dated February 13, 1994, as amended by Amendment No. 1 dated February 13, 1995, Amendment No. 2 dated April 9, 1995, and Amendment No. 3 dated February 9, 1996 (the "Schedule 13G"), relating to the Common Stock, par value $0.25 per share, of Chock Full O' Nuts Corporation. Unless otherwise indicated, all defined terms used herein shall have the same meanings as those set forth in the Schedule 13G. Pursuant to Item 101(a)(2)(ii) of Regulation S-T, this filing restates in its entirety the Reporting Person's (as hereinafter defined) Schedule 13G with respect to Chock Full O' Nuts Corporation. Item 1(a). Name of Issuer. Item 1(a) is hereby restated in its entirety as follows: The name of the issuer is Chock Full O' Nuts Corporation (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices. Item 1(b) is hereby restated in its entirety as follows: The principal executive offices of the Issuer are located at 370 Lexington Avenue, New York, New York 10017. Item 2(a). Names of Persons Filing. Item 2(a) is hereby amended and restated in its entirety as follows: This Schedule 13G Statement is hereby filed by HBK Finance L.P., a Delaware limited partnership (the "Reporting Person"). Additionally, pursuant to Instruction C to Schedule 13D, information is included herein with respect to the following persons (collectively, the "Controlling Persons"): HBK Fund L.P., a Delaware limited partnership ("Fund"), HBK Capital L.P., a Delaware limited partnership ("Capital"), HBK Partners I L.P., a Delaware limited partnership ("Partners I"), HBK Management L.L.C., a Delaware limited liability company ("Management") and each of the following individuals who may control Management (collectively, the "Managers"): Harlan B. Korenvaes, Kenneth M. Hirsh, Laurence H. Lebowitz, William E. Rose, and Richard L. Booth, Jr. The Reporting Person and the Controlling Persons are sometimes hereinafter collectively referred to as the "Item 2 Persons." Item 2(b). Address of Principal Business Office, or if None, Residence. Item 2(b) is hereby amended and restated in its entirety as follows: The principal business office for each of the Item 2 Persons is 777 Main Street, Suite 2750, Fort Worth, Texas 76102. Item 2(c). Citizenship. Item 2(c) is hereby amended and restated in its entirety as follows: All of the natural persons listed in Item 2(a) are citizens of the United States of America. Item 2(d). Title of Class of Securities. Item 2(d) is hereby restated in its entirety as follows: This Schedule 13G statement relates to the common stock, par value $.25 per share, of the Issuer (the "Common Stock"). Item 2(e). CUSIP Number. Item 2(e) is hereby restated in its entirety as follows: The CUSIP number of the Common Stock is 170268106. Item 3. Filing Pursuant to Rules 13d-1(b) or 13d-2(b). Item 3 is hereby restated in its entirety as follows: This Schedule 13G Statement is being filed pursuant to Rule 13d-1(b) under the Act because the Reporting Person is a Broker or Dealer registered under Section 15 of the Act. Item 4. Ownership. Item 4 is hereby amended and restated in its entirety as follows: (a) - (b) Reporting Person The aggregate number of shares of the Common Stock that the Reporting Person owns beneficially, pursuant to Rule 13d-3 of the Act, is 835,482, which constitutes approximately 7.2% of the 10,735,546 shares of the Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i). Controlling Persons Each of (1) Fund, as sole general partner of the Reporting Person, (2) Capital, as sole general partner of Fund, (3) Partners I, as sole general partner of Capital, (4) Management, as sole general partner of Partners I and (5) the Managers, as controlling persons of Management, may, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of 835,482 shares of the Common Stock, which constitutes approximately 7.2% of the 10,735,546 shares of the Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i). To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock. (c) None of the Item 2 Persons has any power to vote or to direct the vote or to dispose or to direct the disposition of any shares of Common Stock. Item 5. Ownership of Five Percent or Less of a Class. Item 5 is hereby restated in its entirety as follows: Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Item 6 is hereby restated in its entirety as follows: Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Item 7 is hereby restated in its entirety as follows: Not applicable. Item 8. Identification and Classification of Members of the Group. Item 8 is hereby restated in its entirety as follows: Not applicable. Item 9. Notice of Dissolution of Group. Item 9 is hereby restated in its entirety as follows: Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the Issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. 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: September 19, 1996 HBK FINANCE L.P. By: /s/ H. Michael Reese H. Michael Reese (1) (1) An Authorization Certificate authorizing H. Michael Reese to act on behalf of HBK Finance L.P. previously has been filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----