-----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, STd7RtGNxkUohDwfQOZjHk/OASvZ+uhpQmwLQeSDV5btGr9BVFeJJLozJxH10OyJ 3clXELg6KVKVmSR/gY3dcg== 0001005477-99-001057.txt : 19990309 0001005477-99-001057.hdr.sgml : 19990309 ACCESSION NUMBER: 0001005477-99-001057 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990308 GROUP MEMBERS: ALEXANDER NORMAN E/ GROUP MEMBERS: GALLEON SYNDICATION CORPORATION 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 SEC ACT: SEC FILE NUMBER: 005-03132 FILM NUMBER: 99559778 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: ALEXANDER NORMAN E/ CENTRAL INDEX KEY: 0001015725 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O SEQUA CORP STREET 2: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2127013685 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No.__)* Chock Full O'Nuts Corporation ------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.25 per share ------------------------------------------------------------- (Title of Class of Securities) 170268106 ------------------------------------------------------------- (CUSIP Number) Mr. Norman E. Alexander George Lander, Esq. c/o Sequa Corporation c/o Morse, Zelnick, Rose & Lander 200 Park Avenue 450 Park Avenue New York, New York 10166 New York, New York 10022 (212) 986-5500 (212) 838-4175 ------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 24, 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 schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. - ---------- * 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). (Continued on following page) (Page 1 of 6 Pages) CUSIP No. 170268106 13D Page 2 of 6 pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Norman E, Alexander ###-##-#### - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group a. |_| b. |_| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds AF - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization USA - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares 267,845 Beneficially -------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 311,434 Person -------------------------------------------------------- With 9 Sole Dispositive Power 267,845 -------------------------------------------------------- 10 Shared Dispositive Power 311,434 -------------------------------------------------------- - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 579,279 - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 5.348% - -------------------------------------------------------------------------------- 14 Type of Reporting Person IN - -------------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 170268106 13D Page 3 of 6 pages - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Galleon Syndication Corporation #13-3150821 - -------------------------------------------------------------------------------- 2 Check the Appropriate Box If a Member of a Group a. |_| b. |_| - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds WC - -------------------------------------------------------------------------------- 5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7 Sole Voting Power Number of Shares 0 Beneficially -------------------------------------------------------- Owned By 8 Shared Voting Power Each Reporting 311,434 Person -------------------------------------------------------- With 9 Sole Dispositive Power 0 -------------------------------------------------------- 10 Shared Dispositive Power 311,434 -------------------------------------------------------- - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 311,434 - -------------------------------------------------------------------------------- 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_| - -------------------------------------------------------------------------------- 13 Percent of Class Represented By Amount in Row (11) 2.875% - -------------------------------------------------------------------------------- 14 Type of Reporting Person CO - -------------------------------------------------------------------------------- SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 6 Item 1 Security and Issuer The class of security to which this statement relates is the Common Stock, par value $.25 per share (the "Common Stock"), of Chock Full O'Nuts Corporation, a New York corporation (the "Issuer") with principal offices located at 370 Lexington Avenue, New York, New York 10017. Item 2 Identity and Background (a)-(f) This statement is filed on behalf of Galleon Syndication Corporation, a Delaware corporation ("Galleon"), and Norman E. Alexander ("Alexander") to report both the acquisition by Galleon of beneficial ownership of Common Stock and the beneficial ownership of Common Stock of Alexander of the Issuer. Alexander is the owner of all of the outstanding shares of the stock of Galleon. The business address of Galleon is 200 Park Avenue, New York, New York 10166 and the address of Alexander is c/o Sequa Corporation, 200 Park Avenue, New York, New York 10166. Galleon is in the business of insurance underwriting and is a member of the New York Insurance Exchange. Information as to the name, business address, present principal occupation and citizenship of each director and executive officer of Galleon is annexed hereto as Schedule "A". Alexander's principal employment is Chairman and Chief Executive Officer of Sequa Corporation, an international diversified manufacturer principally in the aerospace industry. Alexander is also the sole director and President of Galleon. Alexander is currently the Chairman of the Board of Directors of the Issuer and has been a director of the Issuer since 1982. Neither Galleon nor Alexander, nor, to the best of Galleon or Alexander's knowledge, any officer or director of Galleon, has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which they were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Alexander is a United States citizen. Item 3 Source and Amounts of Funds or Other Consideration The funds used by Galleon to acquire the shares were funds available from the working capital of Galleon. Page 5 of 6 Item 4 Purpose of Transaction Galleon acquired the shares of Common Stock of the Issuer for the purpose of acquiring an investment in the Company. Galleon does not have any present plans or prospects with respect to the Company of the kind set forth under Item 4 of Schedule 13D. Item 5 Interest in the Securities of the Issuer (a) The aggregate number of shares of Common Stock which are beneficially owned by Alexander is 579,279, representing 5.348% of the 10,830,922 shares of such class reported to be outstanding in the Issuer's most recent Quarterly Report on Form 10Q. Of the shares beneficially owned by Alexander, 266,550 are owned by The Stuart Krinsly and Gertrude Rosenkranz TTEE 5/6/97 Norman E. Alexander Grantor Retained Annuity Trust, a trust organized under the laws of the state of New York ("Trust"). Pursuant to the terms of the Trust, Alexander has the right to acquire all 266,550 shares owned by the Trust by delivering to the Trust consideration equal to the fair market value of such shares at the time of Alexander's acquisition. The aggregate number of shares of Common Stock which are beneficially owned by Galleon is 311,434, representing 2.875% of the 10,830,922 shares of such class reported to be outstanding in the Issuer's most recent Quarterly Report on Form 10Q. (b) Both Galleon and Alexander may be deemed to have shared power to vote and shared power to dispose of 311,434 shares. Alexander is deemed to have sole power to vote and sole power to dispose of 267,795 shares. (c) On February 24, 1999, Galleon purchased 266,500 shares covered by this statement by purchase in the open market at a price of $5.00 per share. On February 24, 1999, the Trust purchased 266,500 shares covered by this statement by purchase in the open market at a price of $5.00 per share. As described in 5(a) above, Alexander has the right to acquire the shares purchased by the Trust. (d) No person other than those named in Item 5(a) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this statement. (e) Not applicable. Page 6 of 6 Item 6 Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer Alexander is currently the Chairman of the Board of Directors of the Issuer and has been a director of the Issuer since 1982. However, he has not been elected a director of the Issuer by virtue of any contract, arrangement, understanding or relationship with respect to any securities of the Issuer, none of which exist. As for Galleon and Alexander, no contracts, arrangement, understandings or relationships exist between these parties with respect to any securities of the Issuer. Item 7 Materials to be filed as Exhibits Exhibit 1 - Agreement between Galleon and Alexander pursuant to Rule 13d-1(k)(1) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. Signature After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned hereby certify that the information set forth in this statement is true, complete and correct. Dated: March 8, 1999 Galleon Syndication Corporation By: /s/ Norman E. Alexander --------------------------------- Norman E. Alexander, President By: /s/ Norman E. Alexander --------------------------------- Norman E. Alexander Exhibit A March 1, 1999 EXECUTIVE OFFICERS & DIRECTORS OF GALLEON SYNDICATE CORPORATION* Name & Position (w/Galleon) Business Address Present Principal Occupation ----------- ---------------- ---------------------------- Norman E. Alexander Sequa Corporation Chairman & CEO of Sequa, an President & Sole 200 Park Avenue international diversified Director New York, NY 10166 manufacturer principally in the aerospace industry. Jeffrey S. Passis Eastgate Management Inc. Vice President of Eastgate Vice President 44 Wall Street reinsurance consultants and & Treasurer New York, NY 10005 run-off managers. Stuart Z. Krinsly Sequa Corporation Sr. Executive Vice President Assistant Secretary 200 Park Avenue and General Counsel of Sequa New York, NY 10166 an international diversified manufacturer principally in the aerospace industry. Gert Rosen Sequa Corporation Administrative Assistant to Assistant Treasurer 200 Park Avenue Chief Executive Officer of New York, NY 10166 Sequa Corp, an international diversified manufacturer principally in the aerospace industry. David Wallis Eastgate Management Inc. Secretary 44 Wall Street New York, NY 10005 * All of the above named persons are United States citizens. Exhibit 1 Pursuant to Rule 13d-1(k)(1) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the statement on Schedule 13D to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth hereinbelow. Galleon Syndication Corporation By: /s/ Norman E. Alexander --------------------------------- Norman E. Alexander, President By: /s/ Norman E. Alexander --------------------------------- Norman E. Alexander -----END PRIVACY-ENHANCED MESSAGE-----