Hillshire Brands Co, et al. – ‘SC 14D1’ on 5/7/99 re: Chock Full O Nuts Corp – EX-9

As of:  Friday, 5/7/99   ·   Accession #:  1047469-99-18779   ·   File #:  5-03132

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Tender-Offer Statement — Third-Party Tender Offer   —   Schedule 14D-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D1     Tender-Offer Statement -- Third-Party Tender Offer     8     41K 
 2: EX-1.A      Exhibit (A)1                                          39    214K 
 3: EX-2.A      Exhibit (A)2                                          12     64K 
 4: EX-2.B      Plan of Acquisition, Reorganization, Arrangement,     12     66K 
                          Liquidation or Succession                              
 5: EX-2.C      Plan of Acquisition, Reorganization, Arrangement,     12     66K 
                          Liquidation or Succession                              
 6: EX-3.A      Exhibit (A)3                                           2     15K 
 7: EX-3.B      Articles of Incorporation/Organization or By-Laws      2     15K 
 8: EX-3.C      Articles of Incorporation/Organization or By-Laws      2     15K 
 9: EX-4        Instrument Defining the Rights of Security Holders     3     17K 
10: EX-5        Opinion re: Legality                                   3     18K 
11: EX-6        Opinion re: Discount on Capital Shares                 5±    19K 
12: EX-7        Opinion re: Liquidation Preference                     5±    26K 
13: EX-8        Opinion re: Tax Matters                                2     12K 
14: EX-9        Voting Trust Agreement                                 1      8K 

EX-9   —   Voting Trust Agreement

EX-9
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Media: Jeffrey Smith, 312.558.8727                                              
Analysts: Janet Bergman, 312.558.8651                                           

SARA LEE CORPORATION COMMENCES TENDER OFFER                                     
AT $10.50 PER SHARE FOR CHOCK FULL O'NUTS CORPORATION                           

CHICAGO (May 7, 1999) - Sara Lee Corporation today announced that it has        
commenced its previously announced cash tender offer to purchase all            
outstanding shares of Chock full o'Nuts Corporation for $10.50 per share, all   
of its outstanding 7% convertible senior subordinated debentures due 2012 for   
$1275.82 per $1,000 bond and all of its 8% convertible subordinated             
debentures due 2006 for $1,344.43 per $1,000 bond.                              

The tender offer is subject to certain conditions, including the tender of      
shares and bonds resulting in Sara Lee holding securities representing          
2/3 of the shares outstanding on a fully diluted basis, the board of            
Chock full o'Nuts having redeemed or otherwise rendered its stockholder rights  
plan inapplicable, the board having rendered the New York business combination  
statute inapplicable to the offer and expiration of the anti-trust waiting      
period.  The complete terms and conditions of the offer are set forth in        
Sara Lee's Offer to Purchase, which was filed with the Securities and           
Exchange Commission today as an exhibit to Sara Lee's Schedule 14D-1 and will   
be mailed to Chock full o'Nuts securityholders beginning next week.             

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.                       

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 14D1’ Filing		Date		Other Filings
Filed on:		5/7/99		SC 13D/A
				List all Filings