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-8 — Opinion re: Tax Matters
| EX-8 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Media: Jeffrey Smith, 312.558.8727
Analysts: Janet Bergman, 312.558.8651
SARA LEE CORPORATION TO COMMENCE TENDER OFFER
AT $10.50 PER SHARE FOR CHOCK FULL O'NUTS CORPORATION
CHICAGO (May 4, 1999) - Sara Lee Corporation today announced that it will
commence a 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 senior subordinated debentures due 2006
for $1,344.43 per $1,000 bond.
"Because the board of directors has rejected our offers, we now invite the
securityholders of Chock full o'Nuts to tender their securities and to
express their views on the merits of our offer to their board of directors,"
said C. Steven McMillan, president and chief operating officer of Sara Lee
Corporation. "We believe that securityholders will find our offer
attractive, particularly in light of the company's historical operating and
stock price performance."
McMillan added, "Given the company's takeover defenses, the board of
directors of Chock full o'Nuts is standing in the way of its stockholders
receiving $10.50 per share in cash. We continue to be hopeful that the
directors of Chock full o'Nuts will ultimately recognize the benefits of a
transaction on the terms that we have proposed."
The $10.50 tender offer price represents a 65% premium to Chock full o'Nuts'
closing stock price of $6.38 on April 22, 1999, the last trading day prior to
Sara Lee's Schedule 13D filing with the Securities and Exchange Commission.
As of that date, $10.50 represented a 67% premium to the stock's one-year
average price, a 71% premium to its three-year average price, and a 74%
premium to its five-year average price.
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Sara Lee's $10.50 offer price represents a multiple of 27.6x Chock full
o'Nuts latest twelve months reported diluted earnings per share and a
multiple of 18.8x the highest earnings per share reported by the company over
the last five fiscal years.
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 will be set forth in
Sara Lee's Offer to Purchase that will be mailed to Chock full o'Nuts
securityholders beginning next week.
Sara Lee previously disclosed its interest in acquiring Chock full o'Nuts
Corporation in its filing on Schedule 13D with the Securities and Exchange
Commission on April 22, 1999. At that time, Sara Lee indicated that it had
purchased Chock full o'Nuts securities equivalent to 598,328 shares of common
stock. Sara Lee also disclosed that it has made proposals to the board of
directors of Chock full o'Nuts to acquire the company that have been rejected.
Pending the successful completion of this transaction, Chock full o'Nuts
would be managed by Sara Lee's Superior Coffee division. In the U.S.,
Superior Coffee is the nation's leading food service coffee supplier,
servicing independent restaurants and regional and national chains, hotels
hospitals and universities. 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.
Sara Lee Corporation is a global consumer packaged goods company with more
than $20 million 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
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