-----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, Rq6MScdyOItvCFijagpuq7jTU1KSwOgeSS94snrDy+ZnopLx5fHD26e6DfRNnAia M6S2lpxYzV/JUuJe5CebrQ== 0000950172-99-001473.txt : 19991026 0000950172-99-001473.hdr.sgml : 19991026 ACCESSION NUMBER: 0000950172-99-001473 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991025 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 13D/A SEC ACT: SEC FILE NUMBER: 005-03132 FILM NUMBER: 99733117 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEE SARA CORP CENTRAL INDEX KEY: 0000023666 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 362089049 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: THREE FIRST NATIONAL PLZ STREET 2: STE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3127262600 MAIL ADDRESS: STREET 1: THREE FIRST NATL PLZ STREET 2: SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED FOODS CORP DATE OF NAME CHANGE: 19850402 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED GROCERD CORP DATE OF NAME CHANGE: 19731220 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 10 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. 10) ________________ CHOCK FULL O'NUTS CORPORATION (NAME OF ISSUER) ________________ COMMON STOCK, $.25 PAR VALUE PER SHARE (TITLE OF CLASS OF SECURITIES) ________________ 170268 (CUSIP NUMBER OF CLASS OF SECURITIES) ________________ RODERICK A. PALMORE, ESQ. SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY 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 OCTOBER 18, 1999 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) 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). This Amendment No. 10 (the "Amendment") amends and supplements the Statement on Schedule 13D, dated April 12, 1999, as previously amended (the "Original Schedule 13D"), relating to the Common Stock. Item 1 Security and Issuer. This Amendment relates to the Common Stock, par value $.25 per share (the "Company Common Stock"), of Chock full o'Nuts Corporation (the "Company"). The Company's principal executive offices are located at 370 Lexington Avenue, New York, New York 10017. Item 3 Source and Amount of Funds or Other Consideration. The common stock of Sara Lee, par value $.01 per share ("Sara Lee Common Stock"), to be issued in consideration for all of the outstanding shares of Company Common Stock are to be issued from Sara Lee's authorized but unissued Sara Lee Common Stock. The cash to be paid in lieu of fractional shares is to come from internally generated funds of Sara Lee. Item 4 Purpose of the Transaction. On October 18, 1999, the merger of CFN Acquisition Corporation ("CFN"), a New York corporation and wholly-owned subsidiary of Sara Lee Corporation ("Sara Lee"), with and into the Company (the "Merger") was consummated in accordance with the terms of the Agreement and Plan of Merger, dated as of June 8, 1999 (the "Merger Agreement"), among Sara Lee, CFN and the Company, and the Company became a wholly-owned subsidiary of Sara Lee. In accordance with the Merger Agreement, each shareholder of the Company will be entitled to receive 0.4707 of a share of Sara Lee Common Stock per share of Company Common Stock, plus cash in lieu of fractional shares. The Company's shares are no longer traded on the New York Stock Exchange and application has been made to de-register the shares under the Securities Exchange Act of 1934, as amended. Item 5 Interest in Securities of the Issuer. (a-c) By virtue of the Merger, as of October 18, 1999 Sara Lee acquired all of the outstanding shares of Company Common Stock. Item 6 Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Pursuant to the Merger Agreement, effective October 18, 1999, CFN was merged with and into the Company, and the Company became a wholly-owned subsidiary of Sara Lee. In the Merger, the Company's shareholders will receive 0.4707 of a share of Sara Lee Common Stock for each share of Company Common Stock. Item 7 Exhibits. Exhibit Number Exhibit ------- ------- 1(a) Joint Press Release of Sara Lee and Chock full o'Nuts Corporation dated October 18, 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: October 25, 1999 SARA LEE CORPORATION By: /s/ R. Henry Kleeman ----------------------------- Name: R. Henry Kleeman Title: Vice President, Deputy General Counsel and Assistant Secretary EXHIBIT INDEX Exhibit Number Exhibit -------- ------- 1(a) Joint Press Release of Sara Lee and Chock full o'Nuts Corporation dated October 18, 1999. EX-99 2 EXHIBIT 1(A) - PRESS RELEASE Exhibit 1(a) FOR IMMEDIATE RELEASE Media: Jeffrey Smith, 312.558.8727 Analysts: Janet Bergman, 312.558.8651 SARA LEE CORPORATION COMPLETES ACQUISITION OF CHOCK FULL O'NUTS CORPORATION CHICAGO (October 18, 1999) - Sara Lee Corporation announced today that it has completed its acquisition of Chock full o'Nuts Corporation. Under the terms of the agreement, holders of Chock full o'Nuts common stock will receive .4707 of a share of Sara Lee common stock for each share of Chock full o'Nuts stock they own. The total number of shares to be issued by Sara Lee Corporation is approximately 9.7 million. The transaction was completed following a favorable vote by Chock full o'Nuts shareholders at a shareholder meeting on Friday, October 15. "Chock full o'Nuts is an outstanding addition to our leading U.S. foodservice coffee business, and the acquisition enables us to consolidate our leadership position in this market," said C. Steven McMillan, president and chief operating officer of Sara Lee Corporation. "In addition, Chock full o'Nuts significantly expands our business in the strategically important metropolitan New York and Northeastern U.S. markets." With annual sales of approximately $350 million, Chock full o'Nuts roasts, packs and markets regular, instant and decaffeinated coffees under the Chock full 'Nuts label. The company's foodservice coffee operation includes its own brand as well as the LaTouraine and Cain's foodservice coffee businesses. Chock full o'Nuts will now be a part of Sara Lee's Coffee and Tea line of business, reporting to Stanley L. Greanias, vice president of Sara Lee Corporation and chief executive officer of the company's North American Coffee and Tea operations. In addition to Chock full o'Nuts, Sara Lee's North American Coffee and Tea division includes the recently acquired Wechsler Coffee Company, Douwe Egberts Coffee Systems, and Superior Coffee, the nation's leading food service coffee supplier. 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. Information regarding the surrender of Chock full o'Nuts common stock and the receipt of Sara Lee Corporation common stock will be mailed to all Chock full o'Nuts shareholders within the next two weeks. For additional information, shareholders may call Equiserve-First Chicago Trust Division, the exchange agents for this transaction, at 1-800-251-4215. 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----